8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 8, 2010

CLEARWIRE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction
of Incorporation) 1-34196
(Commission File Number) 56-2408571
(I.R.S. Employer
Identification No.)

4400 Carillon Point, Kirkland, WA 98033
(Address of Principal Executive Offices) (Zip Code)

(425) 216-7600
(Registrant’s Telephone Number, Including Area Code)

Not applicable.
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

     8.25% Exchangeable Notes due 2040

     On December 8, 2010, Clearwire Communications (the “Company”) and Clearwire Finance, Inc. (“Clearwire Finance” and, together with the Company, the “Issuers”) issued $650,000,000 aggregate principal amount of 8.25% Exchangeable Notes due 2040 (the “Exchangeable Notes”) pursuant to an Indenture, dated December 8, 2010 (the “Exchangeable Notes Indenture”), among the Issuers, the guarantors named therein and Wilmington Trust FSB, as trustee (the “Exchangeable Notes Trustee”). The Company intends to use the net proceeds of the Exchangeable Notes for working capital and other general corporate purposes, including capital expenditures.

     The Exchangeable Notes bear interest at a rate of 8.25% and mature on December 1, 2040. Interest on the Exchangeable Notes will be payable on December 1 and June 1 of each year, commencing on June 1, 2011. The Exchangeable Notes were offered at an original issue price of 100.0%, which resulted in $634,562,500 of net cash proceeds to the Issuers after discounts and commissions. The Exchangeable Notes are not secured. The Exchangeable Notes are fully and unconditionally guaranteed on an unsecured basis by the Issuers’ existing wholly-owned direct and indirect domestic subsidiaries (other than Clearwire International LLC) and the Issuers’ future wholly-owned direct and indirect domestic subsidiaries that own spectrum assets (collectively, the “Guarantors”). The Exchangeable Notes and the guarantees are subordinated in right of payment to the Issuers’ 12% Senior Secured Notes due 2015 (the “Existing Secured Notes”) and any additional notes issued in the future under the indentures governing the Existing Secured Notes (the “Existing Secured Indentures”).

     Holders of the Exchangeable Notes may exchange their Exchangeable Notes at their option at any time prior to the close of business on the business day immediately preceding the maturity date. Upon exchange, the Issuers will have the right to deliver shares of the Class A common stock of Clearwire Corporation (the “Class A Shares”), based upon the applicable exchange rate, or cash based on a daily settlement value calculated on a proportionate basis for each day of a 25 trading-day observation period. The initial exchange rate is 141.2429 Class A Shares per $1,000 principal amount of Exchangeable Notes, equivalent to an initial exchange price of approximately $7.08 per Class A Share. The exchange rate is subject to adjustment in some events but will not be adjusted for accrued interest.

     On or after December 1, 2017, the Issuers may redeem all or part of the Exchangeable Notes for cash at a price equal to 100% of the principal amount of the Exchangeable Notes being redeemed plus any accrued and unpaid interest up to, but excluding, the redemption date. Holders of the Exchangeable Notes may require the Issuers to repurchase for cash the Exchangeable Notes on December 1, 2017, 2025, 2030, and 2035, at a price equal to 100% of the principal amount of the Exchangeable Notes being repurchased plus any accrued and unpaid interest up to, but excluding, the repurchase date. In addition, holders have the right to require the Issuers to repurchase the Exchangeable Notes for cash at a purchase price equal to 100% of the principal amount of the Exchangeable Notes being repurchased, plus any accrued and unpaid interest up to but excluding the repurchase date, upon a fundamental change as described in the Exchangeable Notes Indenture. Following certain corporate transactions that also constitute fundamental changes, the Issuers will increase the exchange rate for holders who elect to exchange Exchangeable Notes in connection with such corporate transactions in certain circumstances.

     The Exchangeable Notes were not registered under the Securities Act and, were only issued to qualified institutional buyers under Rule 144A of the Securities Act and non-U.S. persons outside of the United States on reliance on Regulation S under the Securities Act. Unless so registered, the Exchangeable Notes may not be offered or sold in the United States absent an applicable exemption from registration requirements. This current report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy the Exchangeable Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

     In connection with the sale of the Exchangeable Notes, Clearwire Corporation, the Issuers and the Guarantors entered into a Registration Rights Agreement, dated as of December 8, 2010 (the “Registration Rights Agreement”), with the initial purchasers of the Exchangeable Notes. Under the Registration Rights Agreement, Clearwire Corporation has agreed to (i) use its commercially reasonable efforts to file a shelf registration statement with respect to the resale of the Class A Shares, if any, issuable upon exchange within 90 days after the closing of the offering of the Exchangeable Notes and (ii) use its commercially reasonable efforts to cause this registration statement to become effective within 180 days after the closing of the offering. Clearwire Corporation will use its commercially reasonable efforts to keep the shelf registration statement effective until the date on which all of the Class A Shares cease to be outstanding, subject to certain suspension periods. The Exchangeable Notes will accrue additional interest, subject to some limitations, if Clearwire Corporation fails to comply with its obligations to register, or keep effective the shelf registration statement with respect to, the Class A Shares.

     The Issuers and Clearwire Corporation entered into a stock delivery agreement (the “Delivery Agreement”), dated December 8, 2010, in connection with the issuance of the Exchangeable Notes. The Delivery Agreement requires Clearwire Corporation to issue Class A Shares to holders of the Exchangeable Notes in the event the Issuers choose to deliver Class A Shares to such holders upon exchange of Exchangeable Notes in accordance with the Exchangeable Notes Indenture. In addition, if the Class A Shares are listed on a national securities exchange or automated quotation system, Clearwire Corporation has agreed to use its reasonable best efforts to cause the Class A Shares issued pursuant to the Delivery Agreement to be listed on such national securities exchange or automated quotation system. Upon any issuance of Class A Shares described herein, the Company is obligated to issue to Clearwire Corporation on a concurrent basis a number of the Company’s class A common units and voting units equal to the number of Class A Shares so issued.

     A copy of the Exchangeable Notes Indenture is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the Registration Rights Agreement is attached as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the Delivery Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The descriptions of the material terms of the Exchangeable Notes Indenture, the Registration Rights Agreement and the Delivery Agreement are qualified in their entirety by reference to such exhibits.

          12% First-Priority Senior Secured Notes due 2015

     On December 9, 2010, the Issuers issued $175,000,000 aggregate principal amount of 12% First-Priority Senior Secured Notes due 2015 (the “First Lien Notes”) pursuant to an Indenture, dated as of November 24, 2009 (the “November 2009 Indenture”), by and among the Issuers, the guarantors party thereto and Wilmington Trust FSB, as trustee (the “First Lien Trustee”) and collateral agent (the “First Lien Collateral Agent”). The First Lien Notes and the guarantees are secured by first-priority liens on substantially all of the Issuers’ and the Guarantors’ assets. The Company intends to use the net proceeds of the First Notes for working capital and for general corporate purposes, including capital expenditures.

     The First Lien Notes bear interest at a rate of 12% and mature on December 1, 2015. Interest on the First Lien Notes will be payable on December 1 and June 1 of each year, commencing on June 1, 2011. The First Lien Notes are fully and unconditionally guaranteed on a senior secured basis by the Issuers and the Guarantors.

     The November 2009 Indenture limits the Issuers’ ability and the ability of their restricted subsidiaries to: incur additional indebtedness or issue certain preferred shares; pay dividends on or make other distributions in respect of the Issuers’ capital stock or membership interests or make other restricted payments; create liens on certain assets to secure debt; make certain investments; sell certain assets; agree to certain restrictions on the ability of restricted subsidiaries to make payments to the Issuers; consolidate, merge, sell or otherwise dispose of all or substantially all of the Issuers’ assets; enter into transactions with the Issuers’ affiliates; and designate the Issuers’ subsidiaries as Unrestricted Subsidiaries (as defined in the November 2009 Indenture). In addition, the November 2009 Indenture limits the activities of Finance Co. and the Spectrum Entities (as defined in the November 2009 Indenture). Certain of these limitations will be suspended if the First Lien Notes receive a rating of “BBB-” or higher from Standard & Poor’s Rating Services (or its successors, “S&P”) and “Baa3” or higher from Moody’s Investors Service, Inc. (or its successors, “Moody’s”), in each case, with a stable or better outlook.

     Prior to December 1, 2012, the Issuers may redeem some or all of the First Lien Notes at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the date of redemption plus a “make-whole” premium.

     In addition, at any time and from time to time, prior to December 1, 2012, the Issuers may redeem up to 35% of the original principal amount of the First Lien Notes with the net cash proceeds from certain equity offerings at a redemption price equal to 112% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption.

     On and after December 1, 2012, the First Lien Notes may be redeemed by the Issuers at the following redemption prices (in each case together with accrued and unpaid interest): at any time from and after December 1, 2012, 106%, at any time from and after December 1, 2013, 103%, and at any time from and after December 1, 2014, 100%.

     Upon the occurrence of a Change of Control (as defined in the November 2009 Indenture), any holder of First Lien Notes will have the right to require the Issuers to repurchase all or any part of the First Lien Notes of such holder at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase.

     If the Issuers or their restricted subsidiaries sell assets following the issue date under certain circumstances, the Issuers will be required to use the net proceeds to prepay certain indebtedness or make an offer to all holders to purchase First Lien Notes, at an offer price in cash in an amount equal to 100% of the principal amount of the First Lien Notes and such other indebtedness, plus accrued and unpaid interest to the date of purchase.

     The November 2009 Indenture contains customary events of default. If an event of default occurs and is continuing, the First Lien Trustee or holders of at least 25% in principal amount of the outstanding First Lien Notes may declare the principal of premium, if any, and accrued and unpaid interest, if any, on all the First Lien Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are events of default which shall result in the First Lien Notes being due and payable immediately upon the occurrence of such events of default.

     The First Lien Notes were not registered under the Securities Act and, unless so registered, may not be offered or sold in the United States absent an applicable exemption from registration requirements. This current report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy the First Lien Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

     Pursuant to the Collateral Agreement, dated November 24, 2009 (the “First Lien Collateral Agreement”), among the Issuers, the guarantors party thereto and the First Lien Collateral Agent, the First Lien Notes and the guarantees are secured by a first-priority lien, subject to permitted liens, on substantially all of the assets of the Issuers and the Guarantors, including, but not limited to, all accounts, chattel paper, documents, equipment, general intangibles, intellectual property, instruments, inventory, investment property, letter of credit rights, goods and the capital stock of certain domestic subsidiaries held by the Issuers and the Guarantors and any FCC license rights, but excluding any real property and the capital stock of the Issuers’ and the Guarantors’ foreign subsidiaries.

     The November 2009 Indenture and the First Lien Collateral Agreement are incorporated by reference herein. The form of 12% First-Priority Senior Secured Note due 2015 is attached as Exhibit 4.5 to this Current Report on Form 8-K and is incorporated by reference herein. The descriptions of the material terms of these agreements are qualified in their entirety by reference to such exhibits.

          12% Second-Priority Secured Notes due 2017

     In connection with the issuance of the First Lien Notes, the Issuers issued $500,000,000 aggregate principal amount of 12% Second-Priority Secured Notes due 2017 (the “Second Lien Notes” and collectively with the Exchangeable Notes and the First Lien Notes, the “Notes”) on December 9, 2010 pursuant to an Indenture, dated as of December 9, 2010 (the “Second Lien Indenture” and collectively with the Exchangeable Notes Indenture and the November 2009 Indenture, the “Indentures”), by and among the Issuers, the Guarantors and Wilmington Trust FSB, as trustee (the “Second Lien Trustee”) and collateral agent (the “Second Lien Collateral Agent” and collectively with the First Lien Collateral Agent, the “Collateral Agents”). The Second Lien Notes and the guarantees secured by second-priority liens on substantially all of the Issuers’ and the Guarantors’ assets. The Company intends to use the net proceeds of the Second Lien Notes for working capital and for general corporate purposes, including capital expenditures.

     The Second Lien Notes bear interest at a rate of 12% and mature on December 1, 2017. Interest on the First Lien Notes will be payable on December 1 and June 1 of each year, commencing on June 1, 2011. The Second Lien

Notes are fully and unconditionally guaranteed on a secured basis by the Issuers the Guarantors. The Second Lien Notes are subordinated in right of payment to (i) the First Lien Notes, (ii) the Existing Secured Notes and (iii) any additional notes issued pursuant to the Existing Secured Indentures. Except as set forth in the immediately prior sentence, the Second Lien Notes rank equally in right of payment with the Exchangeable Notes and any other existing and future senior indebtedness of the Issuers.

     The Second Lien Indenture limits the Issuers’ ability and the ability of their restricted subsidiaries to: incur additional indebtedness or issue certain preferred shares; pay dividends on or make other distributions in respect of the Issuers’ capital stock or membership interests or make other restricted payments; create liens on certain assets to secure debt; make certain investments; sell certain assets; agree to certain restrictions on the ability of restricted subsidiaries to make payments to the Issuers; consolidate, merge, sell or otherwise dispose of all or substantially all of the Issuers’ assets; enter into sale and leaseback transactions; enter into transactions with the Issuers’ affiliates; and designate the Issuers’ subsidiaries as Unrestricted Subsidiaries (as defined in the Second Lien Indenture). In addition, the Second Lien Indenture limits the activities of Finance Co. and the Spectrum Entities (as defined in the November 2009 Indenture). Certain of these limitations will be suspended if the Second Lien Notes receive a rating of “BBB-” or higher from S&P and “Baa3” or higher from Moody’s, in each case, with a stable or better outlook.

     Prior to December 1, 2014, the Issuers may redeem some or all of the Second Lien Notes at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the date of redemption plus a “make-whole” premium.

     In addition, at any time and from time to time, prior to December 1, 2013, the Issuers may redeem up to 35% of the original principal amount of the Second Lien Notes with the net cash proceeds from certain equity offerings at a redemption price equal to 112% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption.

     On and after December 1, 2014, the Second Lien Notes may be redeemed by the Issuers at the following redemption prices (in each case together with accrued and unpaid interest): at any time from and after December 1, 2014, 106%, at any time from and after December 1, 2015, 103%, and at any time from and after December 1, 2016, 100%.

     Upon the occurrence of a Change of Control (as defined in the Second Lien Indenture), any holder of Second Lien Notes will have the right to require the Issuers to repurchase all or any part of the Second Lien Notes of such holder at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase.

     If the Issuers or their restricted subsidiaries sell assets following the issue date under certain circumstances, the Issuers will be required to use the net proceeds to prepay certain indebtedness (including the Existing Secured Notes and the First Lien Notes) or to make an offer to all holders to purchase Second Lien Notes, at an offer price in cash in an amount equal to 100% of the principal amount of the Second Lien Notes and such other indebtedness, plus accrued and unpaid interest to the date of purchase.

     The Second Lien Indenture contains customary events of default. If an event of default occurs and is continuing, the trustee or holders of at least 25% in principal amount of the outstanding Second Lien Notes may declare the principal of premium, if any, and accrued and unpaid interest, if any, on all the Second Lien Notes to be due and payable immediately; provided, that so long as any Designated First Lien Indebtedness (as defined in the Second Lien Indenture) is outstanding, no such acceleration shall be effective until the earlier of (i) the acceleration of any such Designated First Lien Indebtedness and (ii) five business days after giving written notice of such acceleration to the Issuers and the administrative agent or trustee under such Designated First Lien Indebtedness. Upon the effectiveness of such declaration, such principal and interest shall become due immediately. Notwithstanding the foregoing, certain events of bankruptcy or insolvency are events of default which shall result in the Second Lien Notes being due and payable immediately upon the occurrence of such events of default.

     The Second Lien Notes were not registered under the Securities Act and, unless so registered, may not be offered or sold in the United States absent an applicable exemption from registration requirements. This current report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy the Second Lien Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

     In connection with the sale of the Second Lien Notes, the Issuers and the Guarantors entered into a Collateral Agreement, dated December 9, 2010 (the “Second Lien Collateral Agreement”), with the Second Lien Collateral Agent. Pursuant to the Second Lien Collateral Agreement, the Second Lien Notes and the guarantees are secured by a second-priority lien, subject to permitted liens, on substantially all of the assets of the Issuers and the Guarantors, including, but not limited to, all accounts, chattel paper, documents, equipment, general intangibles, intellectual property, instruments, inventory, investment property, letter of credit rights, goods and the capital stock of certain domestic subsidiaries held by the Issuers and the Guarantors and any FCC license rights, but excluding any real property and the capital stock of the Issuers’ and the Guarantors’ foreign subsidiaries.

     The Issuers and the Guarantors also entered into an Intercreditor Agreement, dated as of December 9, 2010 (the “Intercreditor Agreement”), with the trustees under the Existing Secured Indentures, the Second Lien Trustee and the Collateral Agents. Pursuant to the Intercreditor Agreement, at any time prior to the discharge of the First-Priority Obligations (as defined in the Intercreditor Agreement), the Collateral Agent representing the series of First-Priority Obligations with the greatest outstanding principal amount (the “First-Priority Representative”) shall have the right to enforce the security interests in the collateral securing the First Lien Notes, the Second Lien Notes and the Existing Secured Notes. Additionally, prior to the discharge of all First-Priority Obligations, (i) the First-Priority Representative shall have the exclusive right to make determinations regarding the release of common collateral without the consent of the holders of the Second Lien Notes, (ii) the Intercreditor Agreement may be amended by each of the First-Priority Representative and the collateral agent representing the series of Second-Lien Obligations (as defined in the Intercreditor Agreement) with the greatest outstanding principal amount (the “Second-Priority Representative”), without the consent of each other or any other First-Priority Secured Party or Second-Priority Secured Party (each as defined in the Intercreditor Agreement), to add additional secured creditors holding additional First-Priority Obligations or Second-Priority Obligations (as defined in the Intercreditor Agreement) so long as such additional First-Priority Obligations or Second-Priority Obligations are not prohibited by the provisions of the First-Priority Agreement and the Second-Priority Agreement (each as defined in the Intercreditor Agreement) then extant, and (iii) the holders of the First-Priority Obligations may change, waive, modify or vary the Second-Priority Security Documents (as defined in the Intercreditor Agreement); provided, that (A) no such amendment, waiver or consent shall have the effect of removing assets subject to the lien of any Second-Priority Security Document, except to the extent (1) such lien is released in connection with a disposition that is permitted pursuant to the terms of the First-Priority Security Documents (as defined in the Intercreditor Agreement) or (2) any other release of shared collateral from the lien under the First-Priority Security Documents that is permitted pursuant to the terms of the First-Priority Security Documents and (B) any such amendment, waiver or consent that materially and adversely affects the rights of the Second-Priority Secured Parties and does not affect the First-Priority Secured Parties in a like or similar manner shall not apply to the Second-Priority Security Documents without the consent of the Second-Priority Representative.

     A copy of the Second Lien Indenture is attached as Exhibit 4.7 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the Second Lien Collateral Agreement is attached as Exhibit 4.9 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the Intercreditor Agreement is attached hereto as Exhibit 4.10 to this Current Report on Form 8-K and is incorporated by reference herein. The descriptions of the material terms of the Second Lien Indenture, the Second Lien Collateral Agreement and the Intercreditor Agreement are qualified in their entirety by reference to such exhibits.

     Amendment to Equityholders’ Agreement

     On December 8, 2010, Clearwire Corporation entered into an Amendment (the “Equityholders’ Amendment”) to the Equityholders’ Agreement, dated November 28, 2008 (as amended, the “Equityholders’ Agreement”), by and among Sprint Nextel Corporation (“Sprint”), Sprint HoldCo, LLC (“Sprint HoldCo”), certain affiliates of Comcast Corporation, certain affiliates of Time Warner Cable Inc., certain affiliates of Bright House Networks, LLC, Google Inc. and Eagle River Holdings, LLC. The Equityholders’ Amendment provides that Sprint, Clearwire Corporation’s majority stockholder, may unilaterally elect to take, and cause Clearwire Corporation to take, any of the actions specified in Section 2.13(d) of the Equityholders’ Agreement at any time to the extent Sprint determines in good faith such actions are reasonably necessary to eliminate or ameliorate any risk that a breach or default by Clearwire Corporation or any of its subsidiaries under their debt agreements could trigger a cross-default or cross-acceleration under Sprint’s debt agreements. Such actions include the ability of Sprint HoldCo to surrender shares of Class B common stock of Clearwire Corporation to Clearwire Corporation in exchange for cash consideration equal to the par value of such shares, or $0.0001 per share. If Sprint HoldCo surrenders any such shares pursuant to Section 2.13(d) of the Equityholders’ Agreement, it would have the right to have all or part of the shares re-issued to it under certain circumstances as set forth in Sections 2.13 (e) and (f) of the Equityholders’ Agreement.

     A copy of the Equityholders’ Amendment is attached as Exhibit 4.11 to this Current Report on Form 8-K and is incorporated by reference herein. The description of the material terms of the Equityholders’ Amendment is qualified in its entirety by reference to such exhibit.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     The disclosures under Item 1.01 of this Current Report on Form 8-K relating to the Indentures and the Notes are also responsive to Item 2.03 of this report and are incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

     The disclosures under Items 1.01 and 7.01 of this Current Report on Form 8-K relating to the Exchangeable Notes Indenture, the Exchangeable Notes and the Delivery Agreement are also responsive to Item 3.02 of this report and are incorporated by reference into this Item 3.02.

Item 3.03. Material Modification to Rights of Security Holders.

     The disclosure under Item 1.01 of this Current Report on Form 8-K relating to the Equityholders’ Amendment is also responsive to Item 3.03 of this report and is incorporated by reference into this Item 3.03.

Item 7.01. Regulation FD Disclosure.

     The Issuers granted the initial purchasers of the Exchangeable Notes an option for 30 days to purchase up to an additional $100.0 million of Exchangeable Notes. The initial purchasers notified the Issuers that they are exercising $79.25 million of the over-allotment option, which is expected to close on December 15, 2010. In addition, certain stockholders of Clearwire Corporation that hold equity securities representing approximately 85% of Clearwire Corporation’s voting power have pre-emptive rights for 30 days from the date of the offering memorandum for the Exchangeable Notes that entitle such stockholders to purchase their pro rata share (based upon voting power) of all Exchangeable Notes issued. Clearwire Corporation has received waivers from stockholders holding approximately 31% of the voting power. The remaining pre-emptive rights, if exercised, could result in the Issuers issuing up to an additional approximately $853 million in Exchangeable Notes (assuming no further exercise of the initial purchasers’ over-allotment option).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
	4.1	Indenture, dated as of December 8, 2010, by and among the Issuers, the Guarantors and the Exchangeable Notes Trustee.
	4.2	Form of 8.25% Exchangeable Note due 2040 (as set forth in Exhibit A to the Exchangeable Notes Indenture filed as Exhibit 4.1 hereto).
	4.3	Registration Rights Agreement, dated as of December 8, 2010, by and among Clearwire Corporation, the Issuers, the Guarantors and J.P. Morgan Securities LLC as representative of the initial purchasers.
	4.4	Indenture, dated as of November 24, 2009, by and among the Issuers, the guarantors party thereto, the First Lien Trustee and the First Lien Collateral Agent (Incorporated herein by reference to Exhibit 4.1 to Clearwire Corporation’s Form 8-K filed December 1, 2009).
	4.5	Form of 12% First-Priority Senior Secured Note due 2015.
	4.6	Collateral Agreement, dated as of November 24, 2009, by and among the Issuers, the guarantors party thereto and the First Lien Collateral Agent (Incorporated herein by reference to Exhibit 4.3 to Clearwire Corporation’s Form 8-K filed December 1, 2009).
	4.7	Indenture, dated as of December 9, 2010, by and among the Issuers, the Guarantors, the Second Lien Trustee and the Second Lien Collateral Agent.
	4.8	Form of 12% Second-Priority Secured Note due 2017 (as set forth in Exhibit A to the Second Lien Indenture filed as Exhibit 4.7 hereto).
	4.9	Collateral Agreement, dated as of December 9, 2010, by and among the Issuers, the Guarantors and the Second Lien Collateral Agent.
	4.10	Intercreditor Agreement, dated as of December 9, 2010, by and among the Issuers, the Guarantors, the Collateral Agents, Wilmington Trust FSB, in its capacities as the trustees under the Existing Secured Indentures, and the Second Lien Trustee.
	4.11	Amendment to Equityholders’ Agreement, dated as of December 8, 2010, by and among Clearwire Corporation, Sprint Holdco, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc. and Comcast Corporation.
	10.1	Stock Delivery Agreement, dated as of December 8, 2010, by and among the Issuers and Clearwire Corporation.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CLEARWIRE CORPORATION
Dated: December 13, 2010	By:	/s/ Erik E. Prusch
		Erik E. Prusch
		Chief Financial Officer

EX-4.1

Exhibit 4.1

CLEARWIRE COMMUNICATIONS LLC
and
CLEARWIRE FINANCE, INC.,
as Issuers,

GUARANTORS NAMED HEREIN,
as Guarantors,

and

WILMINGTON TRUST FSB,
as Trustee

Indenture

Dated as of December 8, 2010

8.25% Exchangeable Notes due 2040

Clearwire Communications, LLC
and
Clearwire Finance, Inc.*

Reconciliation and tie between Trust Indenture Act
of 1939 and Indenture, dated as of December 8, 2010

Trust Indenture
Act Section		Indenture Section
§ 310	(a)(1)	608
	(a)(2)	608
	(a)(5)	608
	(b)	609
§ 312	(a)	701
	(b)	702
	(c)	702
§ 313	(a)	703
	(b)(1)	102
	(b)(2)	102
	(c)(1)	102, 703
	(c)(2)	102, 703
§ 314	(a)	N/A
	(a)(4)	N/A
	(b)	N/A
	(c)(1)	N/A
	(c)(2)	N/A
	(c)(3)	N/A
	(d)	N/A
	(e)	N/A
	(f)	N/A
§ 315	(a)	601
	(b)	602
	(c)	601
	(d)	601
	(e)	601, 603
§ 316	(a)(last sentence)	101 (“Outstanding”)
	(a)(1)(A)	502, 512
	(a)(1)(B)	513
	(b)	508
	(c)	104(d)
§ 317	(a)(1)	503
	(a)(2)	504
	(b)	1003
§ 318	(a)	111

* This reconciliation and tie shall not, for any purpose, be deemed to be a part of this Indenture.

TABLE OF CONTENTS¹

	Page
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 101. Definitions		1
SECTION 102. Compliance Certificates and Opinions		16
SECTION 103. Form of Documents Delivered to Trustee		17
SECTION 104. Acts of Holders		17
SECTION 105. Notices, Etc., to Trustee, Issuers, Any Guarantor and Agent		18
SECTION 106. Notice to Holders; Waiver		18
SECTION 107. Effect of Headings and Table of Contents		19
SECTION 108. Successors and Assigns		19
SECTION 109. Separability Clause		19
SECTION 110. Benefits of Indenture		19
SECTION 111. Governing Law		19
SECTION 112. Communication by Holders of Notes with Other Holders of Notes		19
SECTION 113. Legal Holidays		20
SECTION 114. No Personal Liability of Directors, Officers, Employees and Stockholders		20
SECTION 115. Trust Indenture Act Controls		20
SECTION 116. Counterparts		20
SECTION 117. USA Patriot Act		20
SECTION 118. Waiver of Jury Trial		20
SECTION 119. Force Majeure		20
SECTION 120. Calculations		21
ARTICLE TWO
NOTE FORMS
SECTION 201. Forms Generally		21
SECTION 202. Form of Trustee’s Certificate of Authentication		22
SECTION 203. Restrictive Legends		22
ARTICLE THREE
THE NOTES
SECTION 301. Title and Terms		24
SECTION 302. Denominations		24
SECTION 303. Execution, Authentication, Delivery and Dating		25
SECTION 304. Temporary Notes		26
SECTION 305. Registration, Registration of Transfer and Exchange		26
SECTION 306. Mutilated, Destroyed, Lost and Stolen Notes		26
SECTION 307. Payment of Interest; Interest Rights Preserved		27
SECTION 308. Persons Deemed Owners		28

¹ This table of contents shall not, for any purpose, be deemed to be a part of this Indenture.

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	Page
SECTION 309. Cancellation		28
SECTION 310. Computation of Interest		28
SECTION 311. Book-Entry and Transfer Provisions		28
SECTION 312. CUSIP Numbers		33
SECTION 313. Additional Notes		33
ARTICLE FOUR
SATISFACTION AND DISCHARGE
SECTION 401. Satisfaction and Discharge of Indenture		33
SECTION 402. Application of Trust Money		34
ARTICLE FIVE
REMEDIES
SECTION 501. Events of Default		35
SECTION 502. Acceleration of Maturity; Rescission and Annulment		37
SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee		38
SECTION 504. Trustee May File Proofs of Claim		38
SECTION 505. Trustee May Enforce Claims Without Possession of Notes		39
SECTION 506. Application of Money Collected		39
SECTION 507. Limitation on Suits		40
SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest		40
SECTION 509. Restoration of Rights and Remedies		40
SECTION 510. Rights and Remedies Cumulative		40
SECTION 511. Delay or Omission Not Waiver		41
SECTION 512. Control by Holders		41
SECTION 513. Waiver of Past Defaults		41
SECTION 514. Waiver of Stay or Extension Laws		41
ARTICLE SIX
THE TRUSTEE
SECTION 601. Duties of the Trustee		42
SECTION 602. Notice of Defaults		42
SECTION 603. Certain Rights of Trustee		43
SECTION 604. Trustee Not Responsible for Recitals or Issuance of Notes		44
SECTION 605. May Hold Notes		44
SECTION 606. Money Held in Trust		44
SECTION 607. Compensation and Reimbursement		45
SECTION 608. Corporate Trustee Required; Eligibility		45
SECTION 609. Resignation and Removal; Appointment of Successor		45
SECTION 610. Acceptance of Appointment by Successor		46
SECTION 611. Merger, Conversion, Consolidation or Succession to Business		47
SECTION 612. Appointment of Authenticating Agent		47
ARTICLE SEVEN
HOLDERS LISTS AND REPORTS BY TRUSTEE AND ISSUERS
SECTION 701. Issuers to Furnish Trustee Names and Addresses		49
SECTION 702. Disclosure of Names and Addresses of Holders		49

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	Page
SECTION 703. Reports by Trustee		49
ARTICLE EIGHT
MERGER, CONSOLIDATION OR SALE OF ALL OR SUBSTANTIALLY ALL ASSETS
SECTION 801. Issuers May Consolidate, Etc., Only on Certain Terms		49
SECTION 802. Guarantors May Consolidate, Etc., Only on Certain Terms		50
SECTION 803. Successor Substituted		51
ARTICLE NINE
SUPPLEMENTAL INDENTURES
SECTION 901. Amendments or Supplements Without Consent of Holders		51
SECTION 902. Amendments, Supplements or Waivers with Consent of Holders		52
SECTION 903. Execution of Amendments, Supplements or Waivers		53
SECTION 904. Effect of Amendments, Supplements or Waivers		53
SECTION 905. Conformity with Trust Indenture Act		53
SECTION 906. Reference in Notes to Supplemental Indentures		53
SECTION 907. Notice of Supplemental Indentures		53
ARTICLE TEN
COVENANTS
SECTION 1001. Payment of Principal, Premium, if Any, and Interest		53
SECTION 1002. Maintenance of Office or Agency		54
SECTION 1003. Money for Notes Payments to Be Held in Trust		54
SECTION 1004. Corporate Existence		55
SECTION 1005. Statement by Officers as to Default		55
SECTION 1006. Reports and Other Information		55
SECTION 1007. Future Subsidiary Guarantors		57
ARTICLE ELEVEN
REDEMPTION AND REPURCHASE OF NOTES
SECTION 1101. Right of Redemption		57
SECTION 1102. Applicability of Article		57
SECTION 1103. Election to Redeem; Notice to Trustee		58
SECTION 1104. Selection by Trustee of Notes to Be Redeemed		58
SECTION 1105. Notice of Redemption		58
SECTION 1106. Deposit of Redemption Price		59
SECTION 1107. Notes Payable on Redemption Date		59
SECTION 1108. Notes Redeemed in Part		60
SECTION 1109. Sinking Fund		60
SECTION 1110. Repurchase of Notes at Option of the Holders on Specified Dates		60
SECTION 1111. Repurchase at Option of Holders Upon a Fundamental Change		63
SECTION 1112. Withdrawal of Fundamental Change Repurchase Notice		65
SECTION 1113. Deposit of Fundamental Change Repurchase Price		65
SECTION 1114. Covenant to Comply with Applicable Laws Upon Repurchase of Notes		66

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	Page
ARTICLE TWELVE
GUARANTEES
SECTION 1201. Guarantees		66
SECTION 1202. Severability		67
SECTION 1203. Ranking of Guarantee		67
SECTION 1204. Limitation of Guarantors’ Liability		67
SECTION 1205. Contribution		68
SECTION 1206. Subrogation		68
SECTION 1207. Reinstatement		68
SECTION 1208. Release of a Guarantor		68
SECTION 1209. Benefits Acknowledged		69
ARTICLE THIRTEEN
EXCHANGE OF NOTES
SECTION 1301. Exchange Privilege		69
SECTION 1302. Exchange Cap		69
SECTION 1303. Exchange Procedure		69
SECTION 1304. Payment upon Exchange		70
SECTION 1305. Increased Exchange Rate Applicable to Certain Notes Surrendered in Connection with Fundamental Changes		72
SECTION 1306. Adjustment of Exchange Rate		73
SECTION 1307. Adjustments of Prices		80
SECTION 1308. Effect of Recapitalizations, Reclassifications and Changes of the Common Stock		80
SECTION 1309. Certain Covenants		81
SECTION 1310. Responsibility of Trustee		81
SECTION 1311. Notice to Holders Prior to Certain Actions		82
SECTION 1312. Stockholder Rights Plans		82
ARTICLE FOURTEEN
SUBORDINATION
SECTION 1401. Agreement to Subordinate		83
SECTION 1402. Liquidation, Dissolution, Bankruptcy		83
SECTION 1403. Default on Designated First Lien Indebtedness of the Issuers		83
SECTION 1404. Acceleration of Payment of Notes		84
SECTION 1405. When Distribution Must Be Paid Over		84
SECTION 1406. Subrogation		84
SECTION 1407. Relative Rights		84
SECTION 1408. Subordination May Not Be Impaired by Issuers		85
SECTION 1409. Rights of Trustee and Paying Agent		85
SECTION 1410. Distribution or Notice to Representative		85
SECTION 1411. Article Fourteen Not To Prevent Events of Default or Limit Right To Accelerate		85
SECTION 1412. Trust Moneys Not Subordinated		85
SECTION 1413. Trustee Entitled To Rely		86
SECTION 1414. Trustee To Effectuate Subordination		86
SECTION 1415. Trustee Not Fiduciary for Holders of Designated First Lien Indebtedness of the Issuers		86
SECTION 1416. Reliance by Holders of Designated First Lien Indebtedness of the Issuers on Subordination Provisions		86

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	Page
ARTICLE FIFTEEN
SUBORDINATION OF GUARANTEES
SECTION 1501. Agreement to Subordinate		87
SECTION 1502. Liquidation, Dissolution, Bankruptcy		87
SECTION 1503. Default on Designated First Lien Indebtedness of a Guarantor		87
SECTION 1504. Demand for Payment		88
SECTION 1505. When Distribution Must Be Paid Over		88
SECTION 1506. Subrogation		88
SECTION 1507. Relative Rights		89
SECTION 1508. Subordination May Not Be Impaired by a Guarantor		89
SECTION 1509. Rights of Trustee and Paying Agent		89
SECTION 1510. Distribution or Notice to Representative		89
SECTION 1511. Article Fifteen Not To Prevent Events of Default or Limit Right To Demand Payment		90
SECTION 1512. Trust Moneys Not Subordinated		90
SECTION 1513. Trustee Entitled To Rely		90
SECTION 1514. Trustee To Effectuate Subordination		90
SECTION 1515. Trustee Not Fiduciary for Holders of Designated First Lien Indebtedness of Guarantors		90
SECTION 1516. Reliance by Holders of Designated First Lien Indebtedness of a Guarantor on Subordination Provisions		90

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EXHIBITS

EXHIBIT A — Form of Note
EXHIBIT B — Form of Certificate of Transfer
EXHIBIT C — Form of Certificate of Exchange
EXHIBIT D — Form of Supplemental Indenture
EXHIBIT E — Form of Incumbency Certificate
EXHIBIT F — Form of Notice of Exchange
EXHIBIT G — Form of Repurchase Notice

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          INDENTURE, dated as of December 8, 2010 (this “Indenture”), among CLEARWIRE COMMUNICATIONS LLC, a Delaware limited liability company (the “Company”) having its principal executive offices at 4400 Carillon Point, Kirkland, Washington 98033, the direct subsidiary of the Company, CLEARWIRE FINANCE, INC., a Delaware corporation (“Finance Co” and, together with the Company, the “Issuers”) having its principal executive offices at 4400 Carillon Point, Kirkland, Washington 98033, certain of the Company’s direct and indirect Domestic Subsidiaries, each named in the signature pages hereto (each, a “Guarantor”), and WILMINGTON TRUST FSB, a federal savings bank, as trustee (in such capacity, the “Trustee”).

RECITALS OF THE ISSUERS

          The Issuers have duly authorized the creation of an issue of 8.25% Exchangeable Notes due 2040 issued on the date hereof (the “Notes”) of substantially the tenor and amount hereinafter set forth, and to provide therefor the Issuers have duly authorized the execution and delivery of this Indenture. As used herein, “Notes” shall include any Additional Notes that are issued pursuant to this Indenture unless the context otherwise requires.

          Each Guarantor has duly authorized its Guarantee of the Notes and to provide therefor each Guarantor has duly authorized the execution and delivery of this Indenture.

          All things necessary have been done to make the Notes, when executed by the Issuers and authenticated and delivered hereunder and duly issued by the Issuers, the valid and legally binding obligations of the Issuers and to make this Indenture a valid and legally binding agreement of the Issuers, in accordance with their and its terms.

          All things necessary have been done to make the Guarantees, upon execution and delivery of this Indenture, the valid obligations of each Guarantor and to make this Indenture a valid and legally binding agreement of each Guarantor, in accordance with their and its terms.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

          SECTION 101. Definitions.

          For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

     (a) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;

     (b) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein, and the terms “cash transaction” and “self-liquidating paper”, as used in TIA Section 311, shall have the meanings assigned to them in the rules of the Commission adopted under the Trust Indenture Act;

     (c) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP (as herein defined); and

     (d) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

          “144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

          “Acquired Indebtedness” means, with respect to any specified Person,

     (1) Indebtedness or Disqualified Stock of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, including, without limitation, Indebtedness or Disqualified Stock incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Subsidiary of such specified Person, and

     (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

          “Act,” when used with respect to any Holder, has the meaning specified in Section 104 of this Indenture.

          “Additional Notes” has the meaning set forth in Section 303.

          “Additional Settlement Consideration” has the meaning specified in Section 1304(c) of this Indenture.

          “Additional Shares” has the meaning specified in Section 1305(a) of this Indenture.

          “Adjusted Net Assets” has the meaning specified in Section 1205 of this Indenture.

          “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 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, by agreement or otherwise.

          “Agent” means any Note Registrar, co-registrar, Paying Agent, Exchange Agent, or additional paying or exchange agent.

          “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

          “Authenticating Agent” has the meaning specified in Section 612 of this Indenture.

          “Bankruptcy Law” means Title 11, United States Bankruptcy Code of 1978, as amended, or any similar United States federal or state law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or relief of debtors or any amendment to, succession to or change in any such law.

          “Blockage Notice” has the meaning specified in Section 1403 of this Indenture.

          “Board of Directors” means:

     (1) with respect to a corporation, the Board of Directors of the corporation or (other than for purposes of determining Change of Control) any committee thereof duly authorized to act on behalf of the Board of Directors with respect to the relevant matter;

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     (2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

     (3) with respect to a limit liability company, the Board of Directors of the managing member; and

     (4) with respect to any other Person, the board or committee of such Person serving a similar function.

          “Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and, if required by this Indenture, delivered to the Trustee.

          “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to close.

          “Capital Stock” means

     (1) in the case of a corporation, corporate stock,

     (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock,

     (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited), and

     (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

          “Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

          “Clause A Distribution” has the meaning specified in Section 1306(c) of this Indenture.

          “Clause B Distribution” has the meaning specified in Section 1306(c) of this Indenture.

          “Clause C Distribution” has the meaning specified in Section 1306(c) of this Indenture.

          “Clearstream” means Clearstream Banking, Société Anonyme, and its successors.

          “Clearwire International” means Clearwire International, LLC, a Washington limited liability company.

          “Close of Business” means 5:00 p.m., New York City time.

          “Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

          “Common Stock” means the Class A common stock of Parent, par value $0.0001 per share, subject to Section 1308 hereto.

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          “Company” means the Person named as the “Company” in the first paragraph of this Indenture, until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

          “Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

     (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

     (b) to advance or supply funds

     (1) for the purchase or payment of any such primary obligation or

     (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

     (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

          “Corporate Trust Office” means the principal corporate trust office of the Trustee, at which at any particular time its corporate trust business shall be administered, which office at the date of execution of this Indenture is located at Wilmington Trust FSB, Corporate Capital Markets, 50 South Sixth Street, Suite 1290, Minneapolis, MN 55402-1544, Attention: Clearwire Communications LLC Administrator, except that with respect to presentation of the Notes for payment or for registration of transfer or exchange, such term shall mean the office or agency of the Trustee at which, at any particular time, its corporate agency business shall be conducted.

          “Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

          “Daily Settlement Value” means, for each of the 25 consecutive Trading Days during the Observation Period, one-twenty-fifth (1/25) of the product of (1) the applicable Exchange Rate and (2) the Daily VWAP of Common Stock (or the consideration into which Common Stock has been exchanged in connection with certain corporate transactions pursuant to Section 1308) on such day.

          “Daily VWAP” means, with respect to Common Stock, for each of the 25 consecutive Trading Days during the Observation Period, the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page CLWR <equity> AQR in respect of the period from 9:30 a.m. to 4:00 p.m. (New York City time) on such Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of Common Stock on such Trading Day as the Company’s Board of Directors determines in good faith using a volume-weighted method). The “Daily VWAP” will be determined without regard to after hours trading or any other trading outside of the regular trading session trading hours.

          “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default; provided that any Default that results solely from the taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be cured if such previous Default is cured prior to becoming an Event of Default.

          “Defaulted Interest” has the meaning specified in Section 307 of this Indenture.

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          “Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 311 hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

          “Depositary” means The Depository Trust Company (“DTC”), its nominees and their respective successors.

          “Designated First Lien Indebtedness” means any Obligations outstanding under the First-Priority Indentures.

          “Distributed Property” has the meaning specified in Section 1306(c) of this Indenture.

          “Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable, other than as a result of a change of control or asset sale, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, other than as a result of a change of control or asset sale, in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or any of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

          “Domestic Subsidiary” means, with respect to any Person, any Subsidiary of such Person other than a Foreign Subsidiary.

          “Effective Date” has the meaning specified in Section 1305(c) of this Indenture.

          “EMU” means economic and monetary union as contemplated in the Treaty on European Union.

          “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

          “euro” means the single currency of participating member states of the EMU.

          “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system.

          “Event of Default” has the meaning specified in Section 501 of this Indenture.

          “Ex-Dividend Date” means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance or distribution in question, from Parent or, if applicable, from the seller of Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

          “Exchange Agent” has the meaning specified in Section 1002 of this Indenture. The Trustee will initially act as Exchange Agent.

          “Exchange Cap” has the meaning specified in Section 1302 of this Indenture.

          “Exchange Date” has the meaning specified in Section 1303(c) of this Indenture.

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          “Exchange Obligation” has the meaning specified in Section 1301 of this Indenture.

          “Exchange Rate” has the meaning specified in Section 1301 of this Indenture.

          “Exchange Shares” means any shares of Common Stock issuable upon exchange of the Notes pursuant to Article Thirteen.

          “FCC” means the Federal Communications Commission and any successor thereto.

          “FCC License” means any paging, mobile telephone, specialized mobile radio, microwave or personal communications services and any other license, permit, consent, certificate of compliance, franchise, approval, waiver or authorization granted or issued by the FCC, including any of the foregoing authorizing or permitting the acquisition, construction or operation of any Wireless Communications System.

          “FCC License Rights” means any right, title or interest in, to or under any FCC License, whether directly or indirectly held, including, without limitation, any rights owned, granted, approved or issued directly or indirectly by the FCC or held, leased, licensed or otherwise acquired from or through any party (including without limitation any rights under Spectrum Leases).

          “Finance Co” means the Person named as the “Finance Co” in the first paragraph of this Indenture, until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Finance Co” shall mean such successor Person.

          “First-Priority Indentures” means the indentures pursuant to which the First-Priority Notes were or will be issued.

          “First-Priority Notes” means (i) the $175.0 million aggregate principal amount of 12% Senior Secured Notes due 2015 of the Issuers to be issued on December 9, 2010 and (ii) the Issuers’ existing 12% Senior Secured Notes due 2015 outstanding on the Issue Date.

          “Foreign Subsidiary” means, with respect to any Person, (1) any Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof or the District of Columbia, and any Subsidiary of such Subsidiary and (2) Clearwire International.

          “Fundamental Change” shall be deemed to have occurred if, after the Issue Date, any of the following occurs:

     (1) (A) the consummation of any transaction or event (whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, combination, recapitalization or otherwise) in connection with which 90% or more of Common Stock is exchanged for, converted into, acquired for or constitutes solely the right to receive, consideration 10% or more of which is not common stock that is listed on, or immediately after the transaction or event will be listed on, the New York Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market; or

     (B) Permitted Holders shall own, acquire or control (or have the right to own, acquire or control) shares of Common Stock that were issued by Parent to the public prior to the Issue Date to the extent any such shares constitute more than 1% of the shares of Common Stock outstanding as of the Issue Date; or

     (C) Either of the Issuers becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), proxy, vote, written notice or otherwise) the acquisition by any “person” or “group” (within the meaning of Section 13(d) or Section 14(d)(2) of the Exchange Act or any successor provision) including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1)

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under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of a majority or more of the total voting power of the Voting Stock of Parent or any of its direct or indirect parents; or

     (2) Parent is involved in a consolidation with or merger into any other person, or any merger of another person (other than one of its Subsidiaries) into Parent, or any other similar transaction or series of related transactions pursuant to which shares of Common Stock will be converted into cash, securities or other property or Parent sells, leases or transfers in one transaction or a series of related transactions all or substantially all of the property and assets of Parent and its Subsidiaries, taken as a whole; provided, however, that a Fundamental Change will not be deemed to have occurred pursuant to this clause (2) if at least 90% of the consideration received, excluding cash payments for fractional shares, by holders of Common Stock in the transaction or transactions under this clause (2) consists of shares of common stock that are listed on the New York Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market (or any of their respective successors) and as a result of this transaction or transactions, the Notes become convertible or exchangeable into such consideration; or

     (3) Common Stock (or any other security into which the bonds become convertible or exchangeable in connection with a reorganization event) ceases to be listed or quoted on the New York Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market; or

     (4) Shareholders of Parent approve any plan for its liquidation, dissolution or termination.

          “Fundamental Change Issuer Notice” has the meaning specified in Section 1111(c) of this Indenture.

          “Fundamental Change Repurchase Date” has the meaning specified in Section 1111(a) of this Indenture.

          “Fundamental Change Repurchase Notice” has the meaning specified in Section 1111(b) of this Indenture.

          “Fundamental Change Repurchase Price” has the meaning specified in Section 1111(a) of this Indenture.

          “Funding Guarantor” has the meaning specified in Section 1205 of this Indenture.

          “GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date. At any time after the Issue Date, the Issuers may elect to apply International Financial Reporting Standards (“IFRS”) accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Indenture); provided that any such election, once made, shall be irrevocable; provided, further, that any calculation or determination in this Indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to the Issuers’ election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. The Issuers shall give notice of any such election made in accordance with this definition to the Trustee and the Holders of Notes.

          “Global Note Legend” means the legend set forth in Section 203 hereof, which is required to be placed on all Global Notes issued under this Indenture.

          “Global Notes” means the Notes deposited with or on behalf of and registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A hereto and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 201 or 312(b)(3) hereof.

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     “Government Securities” means securities that are

     (a) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged, or

     (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

          “guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

          “Guarantee” means the guarantee by any Guarantor of the Issuers’ obligations under this Indenture.

          “Guarantee Blockage Notice” has the meaning specified in Section 1503 of this Indenture.

          “Guarantee Payment Blockage Period” has the meaning specified in Section 1503 of this Indenture.

          “Guarantor” means each wholly owned Domestic Subsidiary of the Company on the Issue Date and any other Persons that become guarantors under this Indenture in accordance with the terms of this Indenture.

          “Guarantor Payment Default” has the meaning specified in Section 1503 of this Indenture.

          “Hedging Obligations” means, with respect to any Person, the obligations of such Person under

     (a) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and

     (b) other agreements or arrangements designed to manage, hedge or protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

          “Holder” means a registered holder of Notes.

          “Indebtedness” means, with respect to any Person,

     (a) any indebtedness (including principal and premium) of such Person, whether or not contingent

     (1) in respect of borrowed money;

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     (2) evidenced by bonds, Notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without double counting, reimbursement agreements in respect thereof);

     (3) representing the deferred and unpaid balance of the purchase price of any property (including Capitalized Lease Obligations), except any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business; or

     (4) representing any interest rate Hedging Obligations,

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

     (b) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person, other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

     (c) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person, whether or not such Indebtedness is assumed by such Person;

provided, however, that (x) Contingent Obligations incurred in the ordinary course of business, (y) Spectrum Leases or any guarantee of obligations under Spectrum Leases or FCC License Rights and (z) obligations under or in respect of Receivables Facilities shall be deemed not to constitute Indebtedness.

          “Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this Indenture and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be part of and govern this instrument and any such supplemental indenture, respectively.

          “Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuers, qualified to perform the task for which it has been engaged.

          “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

          “Initial Purchasers” means J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc.

          “Insolvency or Liquidation Proceeding” means:

     (a) any voluntary or involuntary case or proceeding under the Bankruptcy Law with respect to the Issuers or any Guarantor;

     (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to the Issuers or any Guarantor or with respect to a material portion of their respective assets;

     (c) any composition of liabilities or similar arrangement relating to the Issuers or any Guarantor, whether or not under a court’s jurisdiction or supervision;

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     (d) any liquidation, dissolution, reorganization or winding up of the Issuers or any Guarantor, whether voluntary or involuntary, whether or not under a court’s jurisdiction or supervision, and whether or not involving insolvency or bankruptcy; or

     (e) any general assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Issuers or any Guarantor.

          “Interest Payment Date” means the Stated Maturity of an installment of interest on the Notes.

          “Issue Date” means December 8, 2010.

          “Issuer Put Right Notice” has the meaning specified in Section 1110(b) of this Indenture.

          “Issuer Put Right Notice Date” has the meaning specified in Section 1110(b) of this Indenture.

          “Issuer Request” or “Issuer Order” means a written request or order (which may be in the form of a standing order or request) delivered to the Trustee and signed in the name of each of the Issuers, in each case by any of the following Officers: Chairman, President, any Vice President, Treasurer or an Assistant Treasurer.

          “Issuers” means the Persons named as the “Issuers” in the first paragraph of this Indenture, until successor Persons shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Issuers” shall mean such successor Persons.

          “Last Reported Sale Price” of the Common Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is traded. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Last Reported Sale Price” shall be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by Pink OTC Markets Inc. or a similar organization. If the Common Stock is not so quoted, the “Last Reported Sale Price” shall be the average of the midpoint of the last bid and ask prices for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Issuers for this purpose.

          “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

          “Maturity,” when used with respect to any Note, means the date on which the principal of such Note or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption, notice of repurchase or otherwise.

          “Merger Event” has the meaning specified in Section 1308(a) of this Indenture.

          “Moody’s” means Moody’s Investors Service, Inc.

          “Non-Guarantor Payment Default” has the meaning specified in Section 1503 of this Indenture.

          “Non-payment Default” has the meaning specified in Section 1403 of this Indenture.

          “Non-U.S. Person” means a Person who is not a U.S. Person.

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          “Note Documents” means the Notes, the Guarantees and this Indenture.

          “Note Register” and “Note Registrar” have the respective meanings specified in Section 305.

          “Notes” has the meaning stated in the first recital of this Indenture and more particularly means any Notes authenticated and delivered under this Indenture. The Notes, including the Additional Notes, shall be treated as a single class for all purposes of this Indenture, and unless the context otherwise requires, all references to the Notes shall include any Additional Notes.

          “Notice of Exchange” has the meaning specified in Section 1303(b) of this Indenture.

          “Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

          “Observation Period,” with respect to any Note, means (i) the 25 consecutive trading-day period beginning on and including the second Trading Day after a Holder delivers a Notice of Exchange to the Exchange Agent or (ii) if the relevant Exchange Date occurs on or after the date of issuance of a notice of redemption in accordance with Section 1105 hereto but prior to the relevant Redemption Date, the 25 consecutive Trading Days beginning on and including the 27th scheduled Trading Day immediately preceding such Redemption Date.

          “Offering Memorandum” means the Offering Memorandum dated December 3, 2010 relating to the Notes.

          “Officer” means the Chairman of the Board of Directors, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Company or Finance Co.

          “Officers’ Certificate” means a certificate signed on behalf of the Issuers by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company that meets the requirements set forth in this Indenture.

          “Open of Business” means 9:00 a.m., New York City time.

          “Opinion of Counsel” means, with respect to any Person, a written opinion reasonably acceptable to the Trustee from legal counsel. The counsel may be counsel for such Person, including an employee of such Person.

          “Outstanding,” when used with respect to Notes, means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except:

     (i) Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

     (ii) Notes, or portions thereof, for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Issuers) in trust or set aside and segregated in trust by the Issuers (if any Issuer shall act as Paying Agent) for the Holders of such Notes; provided that, if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and

     (iii) Notes which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such

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Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes are held by a bona fide purchaser in whose hands the Notes are valid obligations of the Issuers;

provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Notes have given any request, demand, authorization, direction, consent, notice or waiver hereunder, and for the purpose of making the calculations required by TIA Section 313, Notes owned by the Issuers or any other obligor upon the Notes or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded.

          “Parent” means Clearwire Corporation and its successors.

          “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

          “pay its Guarantee” has the meaning specified in Section 1503 of this Indenture.

          “pay the Notes” has the meaning specified in Section 1403 of this Indenture.

          “Paying Agent” has the meaning specified in Section 1002 of this Indenture. The Trustee will initially act as Paying Agent.

          “Payment Blockage Notice” has the meaning specified in Section 1403 of this Indenture.

          “Payment Default” has the meaning specified in Section 1403 of this Indenture.

          “Permitted Holders” means (i) Sprint, Comcast Corporation, Time Warner Cable Inc., Bright House Networks, LLC, Google Inc. and Intel Corporation, any of their respective successors and their respective Affiliates or (ii) any “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members, provided that in the case of such “group” and without giving effect to the existence of such “group” or any other “group,” such Persons specified in (i), collectively, have beneficial ownership, directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent entities held by such “group”; provided, that for purposes of clause (1)(B) of the definition of Fundamental Change, Affiliate shall mean a direct or indirect Subsidiary of such Person or such Person’s parent company or any Affiliate that such Person (or its parent company) can directly or indirectly control or otherwise cause to refrain from purchasing securities.

          “Permitted Junior Securities” means:

     (1) equity interests in the Company, any Guarantor or any direct or indirect parent of the Company; or

     (2) unsecured debt securities that are subordinated to all Senior Indebtedness (and any debt securities issued in exchange for Senior Indebtedness) to substantially the same extent as, or to a greater extent than, the Notes and the related Guarantees are subordinated to Designated First Lien Indebtedness hereunder;

provided that the term “Permitted Junior Securities” shall not include any securities distributed pursuant to a plan of reorganization if the Indebtedness under Designated First Lien Indebtedness is treated as part of the same class as the Notes for purposes of such plan of reorganization; provided, further that to the extent that any Designated First Lien Indebtedness outstanding on the date of consummation of any such plan of reorganization is not paid in full in

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cash on such date, the holders of any Designated First Lien Indebtedness not so paid in full in cash have consented to the terms of such plan of reorganization.

          “Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

          “Predecessor Note” of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 306 in exchange for a mutilated Note or in lieu of a lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

          “preferred stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

          “Private Placement Legend” has the meaning specified in Section 203 of this Indenture.

          “Put Right Repurchase Date” has the meaning specified in Section 1110(a) of this Indenture.

          “Put Right Repurchase Notice” has the meaning specified in Section 1110(a)(i) of this Indenture.

          “Put Right Repurchase Price” has the meaning specified in Section 1110(a) of this Indenture.

          “QIB” means a “qualified institutional buyer” as defined in Rule 144A.

          “Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Board of Directors in good faith.

          “Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuers which shall be substituted for Moody’s or S&P or both, as the case may be.

          “Receivables Facility” means one or more receivables financing facilities, as amended from time to time, the Indebtedness of which is non-recourse (except for standard representations, warranties, covenants and indemnities made in connection with such facilities) to the Issuers and the Guarantors pursuant to which the Issuers and/or any of their Subsidiaries sells their accounts receivable to a Person that is not a Guarantor.

          “Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock (or other security) have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of stockholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors of Parent, by statute, by contract or otherwise).

          “Redemption Date,” when used with respect to any Note to be redeemed, in whole or in part, means the date fixed for such redemption by or pursuant to this Indenture.

          “Redemption Price,” has the meaning specified in Section 1101 of this Indenture.

          “Reference Property” has the meaning specified in Section 1308(a) of this Indenture.

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          “Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of the Issue Date, between the Issuers, the Guarantors, Parent and J.P. Morgan Securities LLC on behalf of the Initial Purchasers named therein as such agreement may be amended, modified or supplemented from time to time.

          “Regular Record Date” has the meaning specified in Section 301 of this Indenture.

          “Regulation S” means Regulation S under the Securities Act.

          “Regulation S Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 903 of Regulation S.

          “Responsible Officer,” when used with respect to the Trustee, means any vice president, any assistant treasurer, any trust officer or assistant trust officer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above-designated officers, in each case assigned by the Trustee to administer its corporate trust matters, and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

          “Restricted Global Note” means a Global Note bearing the Private Placement Legend.

          “Restricted Period” means the one year distribution compliance period as defined in Regulation S.

          “Rule 144” means Rule 144 promulgated under the Securities Act.

          “Rule 144A” means Rule 144A under the Securities Act.

          “Rule 903” means Rule 903 promulgated under the Securities Act.

          “Rule 904” means Rule 904 promulgated under the Securities Act.

          “S&P” means Standard and Poor’s Ratings Group.

          “Secured Notes” means, collectively, (i) the First-Priority Notes and (ii) the Issuers’ 12% Second-Priority Secured Notes due 2017 to be issued on December 9, 2010.

          “Securities Act” means the Securities Act of 1933 and the rules and regulations of the Commission promulgated thereunder.

          “Senior Indebtedness” means

     (a) all Hedging Obligations (and guarantees thereof) permitted to be incurred under the terms of the indentures governing the Secured Notes;

     (b) any other Indebtedness of the Issuers or any Guarantor permitted to be incurred under the terms of the indentures governing the Secured Notes, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes or any Guarantee; and

     (c) all Obligations with respect to the items listed in the preceding clauses (a) and (b).

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          “Significant Subsidiary” means any Guarantor that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the date hereof.

          “Similar Business” means any business conducted or proposed to be conducted by the Issuers and their Guarantors on the date of this Indenture or any business that is similar, reasonably related, incidental or ancillary thereto.

          “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.

          “Spectrum Lease” any lease, license, agreement or other arrangement pursuant to which the Issuers or any Guarantor leases, licenses or otherwise acquires or obtains any rights, whether exclusive or non-exclusive, with respect to any FCC License, to which the Issuers or any Guarantor is now or may hereafter become a party, as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof.

          “Spin-Off” has the meaning specified in Section 1306(c) of this Indenture.

          “Sprint” means Sprint Nextel Corporation.

          “Sprint Change of Control” means a Fundamental Change in which Sprint or a Subsidiary of Sprint acquires all of the stock of Parent and has a class of common stock traded on a U.S. national securities exchange or quoted on The NASDAQ National Market or which will be so traded or quoted when issued or exchanged in connection with such change of control (the “public acquiror common stock”). If Sprint or such Subsidiary does not itself have a class of common stock satisfying the foregoing requirement, it will be deemed to have “public acquiror common stock” if a corporation that directly or indirectly owns at least a majority of the stock of Sprint or such Subsidiary has a class of common stock satisfying the foregoing requirement. In such case, all references to public acquiror common stock shall refer to such class of common stock. Ownership of a majority for these purposes means having “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the total voting power of all shares of that entity’s capital stock that are entitled to vote generally in the election of directors.

          “Stated Maturity,” when used with respect to any Note or any installment of principal thereof or interest thereon, means the date specified in such Notes as the fixed date on which the principal of such Notes or such installment of principal or interest is due and payable.

          “Stock Price” has the meaning specified in Section 1305(c) of this Indenture.

          “Subordinated Indebtedness” means

     (a) with respect to the Issuers, any Indebtedness of the Issuers which is by its terms subordinated in right of payment to the Notes, and

     (b) with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in right of payment to the Guarantee of such Guarantor.

          “Subsidiary” means, with respect to any Person,

     (1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly

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or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and

     (2) any partnership, joint venture, limited liability company or similar entity of which

     (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

     (y) such Person or any Subsidiary of such Person is a controlling general partner managing member of such entity.

          “Successor Company” has the meaning specified in Section 801 of this Indenture.

          “Successor Person” has the meaning specified in Section 802 of this Indenture.

          “Trading Day” means a day on which (i) trading in the Common Stock generally occurs on the NASDAQ Global Select Market or, if the Common Stock is not then listed on the NASDAQ Global Select Market, on the principal other U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then traded and (ii) a Last Reported Sale Price for the Common Stock is available on such securities exchange or market; provided that if the Common Stock (or other security for which a closing sale price must be determined) is not so listed or traded, “Trading Day” means a Business Day.

          “Trigger Event” has the meaning specified in Section 1306(c) of this Indenture.

          “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in force at the date as of which this Indenture was executed, except as provided in Section 905.

          “Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean such successor Trustee.

          “unit of Reference Property” has the meaning specified in Section 1308(a) of this Indenture.

          “Valuation Period” has the meaning specified in Section 1306(c) of this Indenture.

          “Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.

          “Wireless Communications System” means any system to provide telecommunications services, including, without limitation, specialized mobile radio system, radio paging system, mobile telephone system, cellular radio telecommunications system, conventional mobile telephone system, personal communications system, EBS/ITFS-based system or BRS/MDS/MMDS-based system, data transmission system or any other paging, mobile telephone, radio, microwave, communications, broadband or data transmission system.

          SECTION 102. Compliance Certificates and Opinions.

          Upon any application or request by the Issuers to the Trustee to take any action under any provision of this Indenture, the Issuers shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition

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precedent) relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

          Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 1005(a)) shall include:

     (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

     (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

     (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

     (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

          SECTION 103. Form of Documents Delivered to Trustee.

          In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

          Any certificate or opinion of an officer of the Company or Finance Co may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company or Finance Co stating that the information with respect to such factual matters is in the possession of the Company or Finance Co, as applicable, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

          Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

          SECTION 104. Acts of Holders.

          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuers. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuers, if made in the manner provided in this Section.

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          (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

          (c) The principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register.

          (d) If the Issuers shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuers may, at their option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuers shall have no obligation to do so. Notwithstanding TIA Section 316(c), such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, the Issuers or any Guarantor in reliance thereon, whether or not notation of such action is made upon such Note.

          SECTION 105. Notices, Etc., to Trustee, Issuers, Any Guarantor and Agent.

          Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

     (1) the Trustee by any Holder or by the Issuers or any Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (which may be via facsimile) to or with the Trustee at Wilmington Trust FSB, Corporate Capital Markets, 50 South Sixth Street, Suite 1290, Minneapolis, MN 55402-1544, Fax (612) 217-5651, Attention: Clearwater Communications LLC Administrator, or

     (2) the Issuers or any Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or delivered in writing and mailed, first-class postage prepaid, or delivered by recognized overnight courier, to the Issuers or such Guarantor addressed to it at the address of its principal office specified in the first paragraph, Attention: General Counsel, or at any other address previously furnished in writing to the Trustee by the Issuers or such Guarantor.

          SECTION 106. Notice to Holders; Waiver.

          Where this Indenture provides for notice of any event to Holders by the Issuers or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so

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mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication shall be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing.

          In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunder.

          Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

          SECTION 107. Effect of Headings and Table of Contents.

          The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

          SECTION 108. Successors and Assigns.

          All agreements of the Issuers in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 1208 hereof.

          SECTION 109. Separability Clause.

          In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

          SECTION 110. Benefits of Indenture.

          Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto, any Paying Agent, any Exchange Agent, any Notes Registrar and their successors hereunder, the Holders and, with respect to any provisions hereof relating to the subordination of the Notes or the rights of holders of Designated First Lien Indebtedness, the holders of Designated First Lien Indebtedness, any benefit or any legal or equitable right, remedy or claim under this Indenture.

          SECTION 111. Governing Law.

          This Indenture, the Notes and any Guarantee shall be governed by and construed in accordance with the laws of the State of New York. This Indenture is subject to the provisions of the Trust Indenture Act that are referred to herein or are otherwise required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions.

          SECTION 112. Communication by Holders of Notes with Other Holders of Notes.

          Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuers, the Trustee, the Notes Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c).

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          SECTION 113. Legal Holidays.

          In any case where any Interest Payment Date, Redemption Date, Put Right Repurchase Date, Fundamental Change Repurchase Date, or Stated Maturity or Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Notes) payment of principal (or premium, if any) or interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date, Put Right Repurchase Date, Fundamental Change Repurchase Date or at the Stated Maturity or Maturity; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date, Put Right Repurchase Date, Fundamental Change Repurchase Date, Stated Maturity or Maturity, as the case may be.

          SECTION 114. No Personal Liability of Directors, Officers, Employees and Stockholders.

          No director, officer, employee, incorporator or stockholder of the Issuers or any Guarantor or any of their parent companies shall have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting a Note and the related Guarantee waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Guarantees. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.

          SECTION 115. Trust Indenture Act Controls.

          If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the provision required by the TIA shall control. If any provision of this Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or excluded, as the case may be.

          SECTION 116. Counterparts.

          This Indenture may be executed in any number of counterparts, each of which shall be original; but such counterparts shall together constitute but one and the same instrument.

          SECTION 117. USA Patriot Act.

          The parties hereto acknowledge that in accordance with Section 326 of the USA Patriot Act the Trustee and Agents, like all financial institutions and in order to help fight the funding of terrorism and money laundering, are required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account. The parties to this Indenture agree that they will provide the Trustee and the Agents with such information as they may request in order to satisfy the requirements of the USA Patriot Act.

          SECTION 118. Waiver of Jury Trial.

          EACH OF THE ISSUERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

          SECTION 119. Force Majeure.

          In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or

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computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with its banking practices to resume performance as soon as practicable under the circumstances.

          SECTION 120. Calculations.

          Except as otherwise provided herein, the Issuers shall be responsible for making all calculations called for under the Notes. These calculations include, but are not limited to, determinations of the Last Reported Sale Prices of the Common Stock, accrued interest payable on the Notes and the Exchange Rate of the Notes. The Issuers shall make all these calculations in good faith and, absent manifest error, the Issuers’ calculations shall be final and binding on Holders of Notes. The Issuers shall provide a schedule of their calculations to each of the Trustee and the Exchange Agent, and each of the Trustee and Exchange Agent is entitled to rely conclusively upon the accuracy of the Issuers’ calculations without independent verification. The Trustee will forward the Issuers’ calculations to any Holder of Notes upon the request of that Holder at the sole cost and expense of the Issuers.

ARTICLE TWO

NOTE FORMS

          SECTION 201. Forms Generally.

          The Notes shall be known and designated as “8.25% Exchangeable Notes due 2040” of the Issuers. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes shall be in minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof.

          The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

          Any definitive Notes shall be printed, lithographed, typewritten or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the Officers of the Issuers executing such Notes, as evidenced by their execution of such Notes.

          Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 311 hereof.

          The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global Note that are held by Participants through Euroclear or Clearstream.

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          SECTION 202. Form of Trustee’s Certificate of Authentication.

          The Trustee shall, upon receipt of an Issuer Order, authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Issuers pursuant to one or more Issuer Orders, except as provided in Section 306 hereof.

          The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers.

          Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION.

This is one of the Notes referred to in the within-mentioned Indenture.

WILMINGTON TRUST FSB,
as Trustee

Dated:                     

By
	Authorized Signatory

          SECTION 203. Restrictive Legends.

          Each Restricted Global Note, Definitive Note and Regulation S Global Note shall bear the following legend set forth below (the “Private Placement Legend”) on the face thereof:

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUERS OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT, OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

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          Each Global Note shall also bear the following legend on the face thereof:

     UNLESS THIS CERTIFICATE IS PRESENTED, BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 311 OF THE INDENTURE.

          Each Exchange Share shall bear the following legend on the face thereof:

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUERS OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

     Each Regulation S Global Note and Exchange Share sold pursuant to Regulation S shall bear a legend in substantially the following form:

     BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON, NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON, AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.

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Each Note issued hereunder that has more than a de minimis about of original issue discount for U.S. Federal Income Tax purposes shall bear a legend in substantially the following form:

     THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTES BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE ISSUERS AT THE FOLLOWING ADDRESS: CLEARWIRE COMMUNICATIONS, LLC, 4400 CARILLON POINT, KIRKLAND, WASHINGTON 98033 AND CLEARWIRE FINANCE, INC., 4400 CARILLON POINT, KIRKLAND, WASHINGTON 98033, ATTENTION: GENERAL COUNSEL.

ARTICLE THREE

THE NOTES

          SECTION 301. Title and Terms.

          The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not limited; provided, however, that any Additional Notes issued under this Indenture are issued in accordance with Section 303 hereof, as part of the same series as the Notes.

          The Notes shall be known and designated as the “8.25% Exchangeable Notes due 2040” of the Issuers. The Stated Maturity of the Notes shall be December 1, 2040, and the Notes shall bear interest at the rate of 8.25% per annum from December 8, 2010, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on June 1, 2011 and semi-annually thereafter on June 1 and December 1 in each year and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 (whether or not a Business Day) immediately preceding such Interest Payment Date (each, a “Regular Record Date”).

          The principal of (and premium, if any) and interest on the Notes shall be payable at the office or agency of the Issuers maintained for such purpose or, at the option of the Issuers, payment of interest may be made by check mailed or wire transfer to the Holders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, and interest, if any, with respect to Notes represented by one or more Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuers, the Issuers’ office or agency shall be the office of the trustee maintained for such purpose.

          The Notes shall be redeemable and subject to repurchase as provided in Article Eleven and exchangeable as provided in Article Thirteen.

          The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by the Issuers are irrevocably and unconditionally guaranteed, to the extent set forth herein, by each of the Guarantors.

          SECTION 302. Denominations.

          The Notes shall be issuable only in registered form without coupons and only in minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof.

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          SECTION 303. Execution, Authentication, Delivery and Dating.

          The Notes shall be executed on behalf of the Company and Finance Co by any two Officers of each of Company and Finance Co. The signature of any Officer on the Notes may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes.

          Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company and Finance Co shall bind the Company and Finance Co, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.

          At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Notes.

          On the Issue Date, the Issuers shall deliver the Notes in the aggregate principal amount of $650,000,000 executed by the Issuers to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Notes. At any time and from time to time after the Issue Date, the Issuers may deliver additional Notes having identical terms and conditions to the Notes issued on the Issue Date (the “Additional Notes”) executed by the Issuers to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Additional Notes, directing the Trustee to authenticate the Additional Notes and certifying that the issuance of such Additional Notes is in compliance with Article Ten hereof and that all other conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes. In each case, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel of the Issuers that it may reasonably require in connection with such authentication of Notes. Such order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated.

          Each Note shall be dated the date of its authentication.

          No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.

          In case an Issuer or any Guarantor, pursuant to Article Eight, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which such Issuer or such Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a supplemental indenture in the form of Exhibit D hereto with the Trustee pursuant to Article Eight, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

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          SECTION 304. Temporary Notes.

          Pending the preparation of definitive Notes, the Issuers may execute, and upon Issuer Order the Trustee shall authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Notes in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Notes may determine, as conclusively evidenced by their execution of such Notes.

          If temporary Notes are issued, the Issuers will cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuers designated for such purpose pursuant to Section 1002, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Issuers shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Notes.

          SECTION 305. Registration, Registration of Transfer and Exchange.

          The Issuers shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuers shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Note Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as note registrar (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided.

          Upon surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 1002, the Issuers shall execute, and upon Issuer Order the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination or denominations of a like aggregate principal amount.

          At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuers shall execute, and upon Issuer Order the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive.

          All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

          Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuers) be duly endorsed, or be accompanied by written instruments of transfer, in form satisfactory to the Issuers, duly executed by the Holder thereof or his attorney duly authorized in writing.

          No service charge shall be made for any registration of transfer or exchange or redemption or repurchase of Notes, but the Issuers may require payment of a sum sufficient to cover any taxes, fees or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Sections 303, 304, 906 or 1108 not involving any transfer.

          SECTION 306. Mutilated, Destroyed, Lost and Stolen Notes.

          If (i) any mutilated Note is surrendered to the Trustee, or (ii) the Issuers and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Issuers and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence

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of notice to the Issuers or the Trustee that such Note has been acquired by a bona fide purchaser, the Issuers shall execute and upon Issuer Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding.

          In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable or has been called for redemption or has been properly tendered for repurchase on a Fundamental Change Repurchase Date (and not withdrawn) or has been tendered for repurchase on a Put Right Repurchase Date (and not withdrawn), as the case may be, or is to be exchanged pursuant to this Indenture, shall become mutilated or be destroyed, lost or stolen, the Issuer may, instead of issuing a substitute Note, the Issuers in its discretion may, instead of issuing a new Note, pay such Note.

          Upon the issuance of any new Note under this Section, the Issuers may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

          Every new Note issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuers and each Guarantor, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

          The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

          SECTION 307. Payment of Interest; Interest Rights Preserved.

          Interest on any Note which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest at the office or agency of the Issuers maintained for such purpose pursuant to Section 1002; provided, however, that, subject to Section 301 hereof, each installment of interest may at the Issuers’ option be paid by (i) mailing a check for such interest, payable to or upon the written order of the Person entitled thereto pursuant to Section 308, to the address of such Person as it appears in the Note Register or (ii) transfer to an account located in the United States maintained by the payee.

          Any interest on any Note which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the Holder on the Regular Record Date by virtue of having been such Holder, and such defaulted interest and (to the extent lawful) interest on such defaulted interest at the rate borne by the Notes plus one percent (such defaulted interest and interest thereon herein collectively called “Defaulted Interest”) may be paid by the Issuers, at its election in each case, as provided in clause (1) or (2) below:

     (1) The Issuers may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuers shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuers shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Issuers of such Special Record Date, and in the name and at the expense of the Issuers, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given in the manner provided for in Section 106, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest

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and the Special Record Date therefor having been so given, such Defaulted Interest shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).

     (2) The Issuers may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuers to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

          Subject to the foregoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

          SECTION 308. Persons Deemed Owners.

          Prior to the due presentment of a Note for registration of transfer, the Issuers, any Guarantor, the Trustee and any agent of the Issuers or the Trustee may treat the Person in whose name such Note is registered as the owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and (subject to Sections 305 and 307) interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuers, the Trustee or any agent of the Issuers or the Trustee shall be affected by notice to the contrary.

          SECTION 309. Cancellation.

          All Notes surrendered for payment, redemption, repurchase, registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Issuers may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuers may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Notes previously authenticated hereunder which the Issuers have not issued and sold, and all Notes so delivered shall be promptly cancelled by the Trustee. If the Issuers shall so acquire any of the Notes, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Notes held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures.

          SECTION 310. Computation of Interest.

          Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.

          SECTION 311. Book-Entry and Transfer Provisions.

          (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuers for Definitive Notes if:

     (1) the Depositary (a) notifies the Issuers that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Issuers fails to appoint a successor depositary;

     (2) the Issuers, at their option, notify the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or

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     (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes and the beneficial owner thereof has requested such exchange.

          Upon the occurrence of either of the events described in Section 311(a)(1) or (2), Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 304 and 306 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to Sections 304 or 306 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 311(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 311(b) or (c) hereof.

          (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

     (1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). No written orders or instructions shall be required to be delivered to the Note Registrar to effect the transfers described in this Section 311(b)(1).

     (2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 311(b)(1) above, the transferor of such beneficial interest must deliver to the Note Registrar either:

     (A) both:

     (x) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and

     (y) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or

(B) both:

     (x) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and

     (y) instructions given by the Depositary to the Note Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (A) above.

Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 311(g) hereof.

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     (3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 311(b)(2) above and:

     (A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver to the Note Registrar a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

     (B) if the transferee will take delivery in the form of a beneficial interest in⁾ the Regulation S Global Note, then the transferor must deliver to the Note Registrar a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

          (c) Transfer or Exchange of Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Note Registrar of the following documentation:

     (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

     (2) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

     (3) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

     (4) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

     (5) if such beneficial interest is being transferred to the Issuers or any of their Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

     (6) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 311(g) hereof, and the Issuers shall execute and upon Issuer Order the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 311(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Note Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 311(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

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          (d) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes.

          If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Note Registrar of the following documentation:

     (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

     (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

     (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

     (D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

     (E) if such Restricted Definitive Note is being transferred to the Issuers or any of their Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

     (F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, and in the case of clause (C) above, the Regulation S Global Note.

          (e) Transfer and Exchange of Restricted Definitive Notes for Restricted Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 311(e), the Note Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Note Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Note Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 311(e). Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Note Registrar receives the following:

     (1) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

     (2) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

     (3) if the transfer will be made to the Issuers or any Subsidiary thereof or pursuant to an effective registration statement under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

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          (f) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 309 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

          (g) General Provisions Relating to Transfers and Exchanges.

          (1) To permit registrations of transfers and exchanges, the Issuers will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Issuer Order in accordance with Section 202 hereof or at the Note Registrar’s request.

          (2) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 304, 903 and 1107 hereof.

          (3) The Note Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

          (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

          (5) Neither the Note Registrar nor the Issuers will be required:

     (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Notes under Section 1104 hereof and ending at the close of business on the day of such mailing;

     (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or

     (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

          (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.

          (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 202 hereof.

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          (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Note Registrar pursuant to this Section 311 to effect a registration of transfer or exchange may be submitted by facsimile.

          (9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine compliance as to form with the express requirements hereof.

          (10) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

          SECTION 312. CUSIP Numbers.

          The Issuers in issuing the Notes may use “CUSIP” numbers (if then generally in use) in addition to serial numbers, and, if so, the Trustee shall use such “CUSIP” numbers in addition to serial numbers in notices of redemption, repurchase or other notices to Holders as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such CUSIP numbers either as printed on the Notes or as contained in any notice of a redemption or repurchase and that reliance may be placed only on the serial or other identification numbers printed on the Notes, and any such redemption or repurchase shall not be affected by any defect in or omission of such numbers. The Issuers will promptly notify the Trustee in writing of any change in the CUSIP numbers.

          SECTION 313. Additional Notes.

          Without limiting the rights of the Issuers to issue Additional Notes pursuant to Section 303, the Issuers may, for a period of 30 days after the date of the Offering Memorandum, issue Additional Notes upon exercise by the Initial Purchasers of their option to purchase Additional Notes from the Issuers in an amount not to exceed $100.0 million. In addition, the Issuers may issue Additional Notes upon the exercise of pre-emptive rights of existing equityholders who have not waived their preemptive rights prior to the date of this Indenture, as described in the Offering Memorandum. The Notes issued on the Issue Date and any Additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

          SECTION 401. Satisfaction and Discharge of Indenture.

          This Indenture shall upon Issuer Request cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Notes expressly provided for herein or pursuant hereto and except as provided in the last two paragraphs of this Section 401) and the Trustee, at the expense of the Issuers, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when:

          (1) either

     (a) all Notes theretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Notes for whose payment money has theretofore been deposited in trust with the Trustee or any Paying Agent or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or

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     (b) all such Notes not theretofore delivered to the Trustee for cancellation

     (i) have become due and payable by reason of the making of a notice of redemption pursuant to Section 1105 or otherwise, or

     (ii) will become due and payable at their Stated Maturity within one year, or

     (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers,

and the Issuers or any Guarantor, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity Date or Redemption Date (or in the case of Notes delivered to the Issuers for repurchase, to the applicable Put Right Repurchase or Fundamental Change Repurchase Date, as applicable);

     (2) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit shall not result in a breach or violation of, or constitute a default under, any other instrument to which an Issuer or any Guarantor is a party or by which an Issuer or any Guarantor is bound;

     (3) the Issuers have paid or caused to be paid all sums payable by it under this Indenture;

     (4) the Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at the Stated Maturity Date or Redemption Date (or in the case of Notes delivered to the Issuers for repurchase, to the applicable Put Right Repurchase or Fundamental Change Repurchase Date, as applicable); and

     (5) the Issuers have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein to the satisfaction and discharge of this Indenture have been complied with.

          Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuers to the Trustee under Section 607, the obligations of the Issuers to any Authenticating Agent under Section 612 and, if money or Government Securities shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive such satisfaction and discharge.

          SECTION 402. Application of Trust Money.

          Subject to the provisions of the last paragraph of Section 1003, all money or Government Securities deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including any Issuer acting as Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money or Government Securities has been deposited

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with the Trustee; but such money or Government Securities need not be segregated from other funds except to the extent required by law.

          If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 401 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 401 until such time as the Trustee or Paying Agent is permitted to apply all such money or Government Securities in accordance with Section 401; provided that if the Issuers have made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of their obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE FIVE

REMEDIES

          SECTION 501. Events of Default.

          “Event of Default”, wherever used herein, means one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

     (1) default in payment when due and payable, upon redemption, repurchase, acceleration or otherwise, of principal of, or premium, if any, on the Notes issued under this Indenture (whether or not prohibited by Article Fourteen or Fifteen hereof);

     (2) default for 30 days or more in the payment when due of interest on or with respect to the Notes issued under this Indenture (whether or not prohibited by Article Fourteen or Fifteen hereof);

     (3) failure by the Issuers to comply with their obligation to exchange or repurchase the Notes in accordance with the Indenture upon exercise of a Holder’s exchange or repurchase right;

     (4) failure by the Issuers to issue a Fundamental Change Issuer Notice in accordance with Section 1111(c) when due;

     (5) failure by the any Issuer or any Guarantor to comply with its obligations under Article Eight for 30 days or more;

     (6) failure by any Issuer or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding and issued under this Indenture to comply with any of its other agreements in this Indenture or the Notes (other than those specified in Section 501(1), (2), (3), (4) or (5) above);

     (7) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuers or any Guarantor or the payment of which is guaranteed by the Issuers or any Guarantor, other than Indebtedness owed to the Issuers or any of their respective Subsidiaries, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

     (A) such default either (x) results from the failure to pay any such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods); or (y) relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final

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maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

     (B) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $75.0 million or more at any one time outstanding;

     (8) failure by the Issuers or any Significant Subsidiary to pay final judgments aggregating in excess of $75.0 million (other than any judgments covered by indemnities provided by Permitted Holders or insurance policies issued by reputable and creditworthy companies, so long as such Permitted Holders have not disputed in writing responsibility therefor or insurance providers have not disclaimed in writing coverage), which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

     (9) any of the following events with respect to the Issuers or any Guarantor that is a Significant Subsidiary:

     (A) the Issuers or any Guarantor that is a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law

     (i) commences a voluntary case;

     (ii) consents to the entry of an order for relief against it in an involuntary case;

     (iii) consents to the appointment of a Custodian of it or for any substantial part of its property; or

     (iv) takes any comparable action under any foreign laws relating to insolvency; or

     (B) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

     (i) is for relief against the Issuers or any Guarantor that is a Significant Subsidiary in an involuntary case;

     (ii) appoints a Custodian of the Issuers or any Guarantor that is a Significant Subsidiary or for any substantial part of its property; or

     (iii) orders the winding up or liquidation of the Issuers or any Guarantor that is a Significant Subsidiary;

          and the order or decree remains unstayed and in effect for 60 days;

     (10) any Guarantee of a Significant Subsidiary or group of Subsidiaries that taken together as of the latest audited consolidated financial statements for the Issuers and their Subsidiaries would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms of this Indenture and the Guarantees) or is declared null and void in a judicial proceeding or any Guarantor that is a Significant Subsidiary or group of Guarantors that taken together as of the latest audited consolidated financial statements of the Issuers and their respective Subsidiaries would constitute a Significant Subsidiary

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denies or disaffirms its obligations under this Indenture, its Guarantee and the Issuers fail to cause such Guarantor or Guarantors, as the case may be, to rescind such denials or disaffirmations within 30 days; or

provided, however, that a default under Section 501(5), (6) or (10) will not constitute an Event of Default until the Trustee or the Holders of 25% in principal amount of the outstanding Notes notify the Company of the default and the Company does not cure such default within the time specified in Section 501(5), (6) or (10) after receipt of such notice.

          SECTION 502. Acceleration of Maturity; Rescission and Annulment.

          If an Event of Default (other than an Event of Default specified in Section 501(9) above) occurs and is continuing, then and in every such case the Trustee or the Holders of at least 25% in principal amount of the Outstanding Notes issued under this Indenture may declare the principal, premium, if any, interest and any other monetary obligations on all the Outstanding Notes to be due and payable immediately, by a notice in writing to the Issuers (and to the Trustee if given by Holders); provided, however, that so long as any Designated First Lien Indebtedness is outstanding, no such acceleration shall be effective until the earlier of:

          (1) acceleration of any such Designated First Lien Indebtedness; or

          (2) five Business Days after the giving of written notice of such acceleration to the Issuers and the administrative agent or trustee under such Designated First Lien Indebtedness.

          Upon the effectiveness of such declaration, such principal and interest will be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in Section 501(9) above occurs and is continuing, then the principal amount of all Outstanding Notes shall ipso facto become and be immediately due and payable without any notice, declaration or other act on the part of the Trustee or any Holder.

          At any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of a majority in aggregate principal amount of the Outstanding Notes, by written notice to the Issuers and the Trustee, may rescind and annul such declaration and its consequences if:

          (a) the Issuers have paid or deposited with the Trustee a sum sufficient to pay:

     (A) all overdue interest on all Outstanding Notes,

     (B) all unpaid principal of (and premium on) any Outstanding Notes which has become due otherwise than by such declaration of acceleration, and interest on such unpaid principal at the rate borne by the Notes plus one percent,

     (C) to the extent that payment of such interest is lawful, interest on overdue interest at the rate borne by the Notes plus one percent, and

     (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and

     (b) Events of Default, other than the non-payment of amounts of principal of (or premium, if any, on) or interest on Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513, no such rescission shall affect any subsequent default or impair any right consequent thereon.

          Notwithstanding the preceding paragraph, in the event of any Event of Default specified in Section 501(7) above, such Event of Default and all consequences thereof (excluding any resulting payment default) shall be

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annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 30 days after such Event of Default arose,

     (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged, or

     (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default, or

     (z) if the default that is the basis for such Event of Default has been cured.

          SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

          The Issuers covenant that if:

     (a) default is made in the payment of any installment of interest on any Note when such interest becomes due and payable and such default continues for a period of 30 days, or

     (b) default is made in the payment of the principal of (or premium on) any Note at the Maturity thereof,

the Issuers will, upon demand of the Trustee, pay to the Trustee for the benefit of the Holders of such Notes, the whole amount then due and payable on such Notes for principal (and premium, if any) and interest, and interest on any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, upon any overdue installment of interest, at the rate borne by the Notes plus one percent, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

          If the Issuers fail to pay such amounts forthwith upon such demand, the Trustee, in its own name as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Issuers, any Guarantor or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Issuers, any Guarantor or any other obligor upon the Notes, wherever situated.

          If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders under this Indenture and the Guarantees by such appropriate judicial proceedings as the Trustee shall deem necessary to protect and enforce any such rights, including seeking recourse against any Guarantor, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy, including but without limitation, seeking recourse against any Guarantor.

          SECTION 504. Trustee May File Proofs of Claim.

          In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuers or any other obligor including any Guarantor, upon the Notes or the property of the Issuers or of such other obligor or their creditors and the Trustee (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Issuers for the payment of overdue principal, premium, if any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,

          (i) to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be

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necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and

     (ii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.

          Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

          SECTION 505. Trustee May Enforce Claims Without Possession of Notes.

          All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name and as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders in respect of which such judgment has been recovered.

          SECTION 506. Application of Money Collected.

          Any money or property collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, upon presentation of the Notes and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

     FIRST: To the payment of all amounts due the Trustee under Section 607;

     SECOND: To holders of Designated First Lien Indebtedness of the Issuers and, if such money or property has been collected from a Guarantor, to holders of Designated First Lien Indebtedness of such Guarantor, in each case to the extent required by Article Fourteen and/or Article Fifteen hereof, as applicable;

     THIRD: To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest on the Notes in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for principal (and premium, if any) and interest, respectively; and

     FOURTH: The balance, if any, to the Issuers or any other obligor on the Notes, as their interests may appear or as a court of competent jurisdiction may direct in writing; provided that all sums due and owing to the Holders and the Trustee have been paid in full as required by this Indenture.

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          SECTION 507. Limitation on Suits.

          No Holder of any Notes shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

     (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default;

     (2) the Holders of not less than 25% in principal amount of the Outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

     (3) such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;

     (4) the Trustee for 30 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

     (5) no direction inconsistent with such written request has been given to the Trustee during such 30-day period by the Holders of a majority or more in principal amount of the Outstanding Notes;

it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture or the Guarantees to affect, disturb or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture or the Guarantees, except in the manner herein provided and for the equal and ratable benefit of all the Holders (it being further understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).

          SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest.

          Notwithstanding any other provision in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment, as provided herein (including, if applicable, Article Eleven) and in such Note of the principal of (and premium, if any) and (subject to Section 307) interest on such Note on the respective Stated Maturities expressed in such Note (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

          SECTION 509. Restoration of Rights and Remedies.

          If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture or the Guarantees and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Issuers, any Guarantor, any other obligor of the Notes, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

          SECTION 510. Rights and Remedies Cumulative.

          Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy

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hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

          SECTION 511. Delay or Omission Not Waiver.

          No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

          SECTION 512. Control by Holders.

          The Holders of not less than a majority in principal amount of the Outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that:

     (1) such direction shall not be in conflict with any rule of law or with this Indenture,

     (2) subject to Section 315 of the Trust Indenture Act, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and

     (3) the Trustee need not take any action which might involve it in personal liability or be unjustly prejudicial to the Holders not consenting.

     (4) prior to taking any such action, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

          SECTION 513. Waiver of Past Defaults.

          Subject to Sections 508 and 902 and the last paragraph of Section 502, the Holders of not less than a majority in principal amount of the Outstanding Notes may on behalf of the Holders of all such Notes waive any past Default hereunder and its consequences, except a continuing Default or Event of Default (1) in respect of the payment of interest on, premium, if any, or the principal of any such Note held by a non-consenting Holder, or (2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Note affected.

          Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

          SECTION 514. Waiver of Stay or Extension Laws.

          Each of the Issuers, the Guarantors and any other obligor on the Notes covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and each of the Issuers, the Guarantors and any other obligor on the Notes (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

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ARTICLE SIX

THE TRUSTEE

          SECTION 601. Duties of the Trustee.

     (a) Except during the continuance of a Default or an Event of Default,

     (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

     (2) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof.

          (b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice of such Default or Event of Default shall have been given to the Trustee by the Issuers, any other obligor of the Notes or by any Holder, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

          (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that

     (1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;

     (2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;

     (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and

     (4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

          (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

          SECTION 602. Notice of Defaults.

          Within 90 (ninety) days after the earlier of receipt from the Issuers of notice of the occurrence of any Default or Event of Default hereunder or the date when such Default or Event of Default becomes known to the Trustee, the Trustee shall transmit, in the manner and to the extent provided in TIA Section 313(c), notice of such

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Default or Event of Default hereunder known to the Trustee, unless such Default or Event of Default shall have been cured or waived; provided, however, that, except in the case of a Default or Event of Default in the payment of the principal of (or premium, if any, on) or interest on any Note, the Trustee shall be protected in withholding such notice if and so long as a trust committee of Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interest of the Holders.

          SECTION 603. Certain Rights of Trustee.

          Subject to the provisions of TIA Sections 315(a) through 315(d):

     (1) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document (whether in original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties;

     (2) any request or direction of the Issuers mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

     (3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate;

     (4) the Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

     (5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses, losses and liabilities which might be incurred by it in compliance with such request or direction;

     (6) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers, personally or by agent or attorney at the expense of the Issuers and shall incur no liability of any kind by reason of such inquiry or investigation;

     (7) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

     (8) the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

     (9) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;

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     (10) the Trustee may request that the Issuers deliver an Officers’ Certificate substantially in the Form of Exhibit E hereto setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded;

     (11) in no event shall the Trustee be responsible or liable for special, indirect, punitive, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action;

     (12) the Trustee shall not be liable for the actions or omissions of the Company, Finance Co, the Guarantors, or any other Person and without limiting the foregoing, the Trustee shall not be under any obligation to monitor, evaluate or verify compliance by the Company, Finance Co or the Guarantors with the terms hereof or the Note Documents;

     (13) any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture or the Note Documents shall not be construed as a duty; and

     (14) the Trustee shall not be deemed to have notice or knowledge of any matter unless a Trust Officer has actual knowledge thereof or unless written notice thereof is received by the Trustee at the Corporate Trust Office and such notice references the Notes generally, the Company or this Indenture. Whenever reference is made in this Indenture to a Default or an Event of Default such reference shall, insofar as determining any liability on the part of the Trustee is concerned, be construed to refer only to a Default or an Event of Default of which the Trustee is deemed to have knowledge in accordance with this paragraph.

          The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

          SECTION 604. Trustee Not Responsible for Recitals or Issuance of Notes.

          The recitals contained herein and in the Notes, except for the Trustee’s certificates of authentication, shall be taken as the statements of the Issuers, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture, the Note Documents or of the Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform its obligations hereunder and that the statements made by it in a “Statement of Eligibility” on Form T-1 supplied to the Issuers are true and accurate, subject to the qualifications set forth therein. The Trustee shall not be accountable for the use or application by the Issuers of Notes or the proceeds thereof.

          SECTION 605. May Hold Notes.

          The Trustee, any Paying Agent, any Note Registrar or any other agent of the Issuers or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and, subject to TIA Sections 310(b) and 311, may otherwise deal with the Issuers with the same rights it would have if it were not the Trustee, Paying Agent, Note Registrar or such other agent; provided, however, that, if it acquires any conflicting interest, it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

          SECTION 606. Money Held in Trust.

          Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Issuers.

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          SECTION 607. Compensation and Reimbursement.

          The Issuers agree:

     (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuers and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

     (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture or other Note Document (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or willful misconduct; and

     (3) to indemnify the Trustee and any predecessor Trustee (and each of their officers, directors, employees, counsel and agents) for, and to hold it harmless against, any and all loss, liability, claim, damage or expense, including taxes (other than the taxes based on the income of the Trustee) incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust and the performance of its duties under this Indenture and the Note Documents including the costs and expenses of defending itself against any claim regardless of whether the claim is asserted by the Issuers, a Guarantor, a Holder or any other Person or liability in connection with the exercise or performance of any of its powers or duties hereunder.

          The obligations of the Issuers under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and resignation or removal of the Trustee. As security for the performance of such obligations of the Issuers, the Trustee shall have a Lien prior to the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Notes.

          When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law.

          The provisions of this Section shall survive the termination of this Indenture.

          SECTION 608. Corporate Trustee Required; Eligibility.

          There shall be at all times a Trustee hereunder which shall be eligible to act as Trustee under TIA Sections 310(a)(1), (2) and (5) and shall have a combined capital and surplus of at least $50,000,000. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of Federal, State, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

          SECTION 609. Resignation and Removal; Appointment of Successor.

          (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 610.

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          (b) The Trustee may resign at any time by giving written notice thereof to the Issuers. Upon receiving such notice of resignation, the Issuers shall promptly appoint a successor trustee by written instrument executed by authority of the Board of Directors, a copy of which shall be delivered to the resigning Trustee and a copy to the successor trustee. If the instrument of acceptance by a successor Trustee required by Section 610 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Issuers, any court of competent jurisdiction for the appointment of a successor Trustee.

          (c) The Trustee may be removed at any time by Act of the Holders of not less than a majority in principal amount of the Outstanding Notes, delivered to the Trustee and to the Issuers. If the instrument of acceptance by a successor Trustee required by Section 610 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Issuers, any court of competent jurisdiction for the appointment of a successor Trustee.

          (d) If at any time:

     (1) the Trustee shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by the Issuers or by any Holder who has been a bona fide Holder of a Note for at least six months, or

     (2) the Trustee shall cease to be eligible under Section 608 and shall fail to resign after written request therefor by the Issuers or by any Holder who has been a bona fide Holder of a Note for at least six months, or

     (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) the Issuers, by a Board Resolution, may remove the Trustee, or (ii) subject to TIA Section 315(e), any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

          (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuers, by a Board Resolution, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Issuers and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuers. If no successor Trustee shall have been so appointed by the Issuers or the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.

          (f) The Issuers shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders in the manner provided for in Section 106. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

          SECTION 610. Acceptance of Appointment by Successor.

          (a) Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuers and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Issuers or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall

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duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. Upon request of any such successor Trustee, the Issuers shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.

          (b) Upon request of any such successor Trustee, the Issuers shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all rights, powers and trusts referred to in paragraph (a) of this Section.

          (c) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

          SECTION 611. Merger, Conversion, Consolidation or Succession to Business.

          Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes. In case at that time any of the Notes shall not have been authenticated, any successor Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor Trustee. In all such cases such certificates shall have the full force and effect which this Indenture provides for the certificate of authentication of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

          SECTION 612. Appointment of Authenticating Agent.

          At any time when any of the Notes remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to the Notes which shall be authorized to act on behalf of the Trustee to authenticate Notes and the Trustee shall give written notice of such appointment to all Holders of Notes with respect to which such Authenticating Agent will serve, in the manner provided for in Section 106. Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Issuers. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Issuers and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or state authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section.

          Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such

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corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

          An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Issuers. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuers. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Issuers and shall give written notice of such appointment to all Holders of Notes, in the manner provided for in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

          The Issuers agrees to pay to each Authenticating Agent from time to time such compensation for its services under this Section as shall be agreed in writing between the Issuers and such Authenticating Agent.

          If an appointment is made pursuant to this Section, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form:

          This is one of the Notes designated therein referred to in the within-mentioned Indenture.

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WILMINGTON TRUST FSB, as Trustee
By:
	as Authenticating Agent
By:
	as Authorized Officer

ARTICLE SEVEN

HOLDERS LISTS AND REPORTS BY TRUSTEE AND ISSUERS

          SECTION 701. Issuers to Furnish Trustee Names and Addresses.

          The Issuers will furnish or cause to be furnished to the Trustee

     (a) semiannually, not more than five days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such Regular Record Date; and

     (b) at such other times as the Trustee may reasonably request in writing, within 30 days after receipt by the Issuers of any such request, a list of similar form and content to that in paragraph (a) hereof as of a date not more than 15 days prior to the time such list is furnished; provided, however, that if and so long as the Trustee shall be the Note Registrar, no such list need be furnished.

          SECTION 702. Disclosure of Names and Addresses of Holders.

          Every Holder of Notes, by receiving and holding the same, agrees with the Issuers and the Trustee that none of the Issuers or the Trustee or any agent of either of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with TIA Section 312, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under TIA Section 312(b).

          SECTION 703. Reports by Trustee.

          Within 60 days after May 15 of each year commencing with the first May 15 after the first issuance of Notes pursuant to this Indenture, the Trustee shall transmit to the Holders of Notes (with a copy to the Issuers at the Place of Payment), in the manner and to the extent provided in TIA Section 313(c), a brief report dated as of such May 15 if required by TIA Section 313(a).

ARTICLE EIGHT

MERGER, CONSOLIDATION OR SALE OF ALL OR SUBSTANTIALLY ALL ASSETS

          SECTION 801. Issuers May Consolidate, Etc., Only on Certain Terms.

          Neither Issuer may consolidate or merge with or into or wind up into (whether or not such Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions unless:

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     (1) such Issuer is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”);

     (2) the Successor Company, if other than such Issuer, expressly assumes all the obligations of such Issuer under this Indenture, the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

     (3) immediately after such transaction no Default or Event of Default exists;

     (4) each Guarantor, unless it is the other party to the transactions described above, in which case Section 802(2) below shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes;

     (5) the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture and, if a supplemental indenture is required in connection with such transaction, such supplement shall comply with the applicable provisions of this Indenture;

          The Successor Company shall succeed to, and be substituted for such Issuer under this Indenture and the Notes and such Issuer (if not the Successor Company) will be fully released from its obligations under this Indenture and the Notes. Notwithstanding the foregoing,

     (a) any Subsidiary that is not a Guarantor may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any Guarantor;

     (b) any Guarantor may consolidate with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor; and

     (c) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Guarantor or the Company in another State of the United States.

          SECTION 802. Guarantors May Consolidate, Etc., Only on Certain Terms.

          Subject to Section 1208 and the last paragraph of this Section 802, each Guarantor shall not, and the Issuers will not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless:

     (1) such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

     (2) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and such Guarantor’s Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

     (3) immediately after such transaction no Default or Event of Default exists; and

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     (4) the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, amendments, comply with this Indenture, if a supplemental indenture is required in connection with such transaction, such supplement shall comply with the applicable provisions of this Indenture.

     Notwithstanding the foregoing, (i) any Guarantor may merge into or transfer all or part of its properties and assets to another Guarantor or the Company and (ii) any Subsidiary that is not a Guarantor may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any Guarantor.

          SECTION 803. Successor Substituted.

          Subject to Section 1208, upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the assets of the Issuers or any Guarantor in accordance with Sections 801 and 802 hereof, the successor Person formed by such consolidation or into which the Issuers or such Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made, shall succeed to, and be substituted for, and may exercise every right and power of, the Issuers or such Guarantor, as the case may be, under this Indenture and/or the Guarantees, as the case may be, with the same effect as if such successor Person had been named as the Issuers or such Guarantor, as the case may be, herein and/or the Guarantees, as the case may be. When a successor Person assumes all obligations of its predecessor hereunder, the Notes or the Guarantees, as the case may be, such predecessor shall be released from all obligations; provided that in the event of a transfer or lease, the predecessor shall not be released from the payment of principal and interest or other obligations on the Notes or the Guarantees, as the case may be.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

          SECTION 901. Amendments or Supplements Without Consent of Holders.

          Notwithstanding the foregoing, without the consent of any Holder, the Issuers, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party); when authorized by Board Resolutions of their respective Board of Directors, and the Trustee, at any time and from time to time, may amend or supplement this Indenture, any Guarantee, the Notes in form satisfactory to the Trustee, for any of the following purposes:

     (1) to cure any ambiguity, omission, mistake, defect or inconsistency;

     (2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

     (3) to comply with Article Eight hereof;

     (4) to evidence the succession of another Person to the Company or to any Guarantor and to provide the assumption of the Issuers’ or any Guarantor’s obligations to Holders;

     (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights under this Indenture of any such Holder;

     (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuers;

     (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements of Sections 609 and 610;

     (8) to add a Guarantor under this Indenture; or

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     (9) to conform the text of this Indenture, Guarantees or the Notes to the “Description of Notes” section of the Offering Memorandum to the extent that such provision in the “Description of notes” section was intended (as evidenced by an Officers’ Certificate from the Issuers) to be a verbatim recitation of a provision of this Indenture, the Guarantees or the Notes.

     The consent of the holders of the notes is not necessary under the indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

          SECTION 902. Amendments, Supplements or Waivers with Consent of Holders.

          With the consent of the Holders of not less than a majority in principal amount of the Outstanding Notes, by Act of said Holders delivered to the Issuers and the Trustee, the Issuers, any Guarantor (with respect to any Guarantee or this Indenture to which it is a party), when authorized by Board Resolutions of their respective Board of Directors, and the Trustee may amend or supplement this Indenture, any Guarantee or the Notes for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions or of modifying in any manner the rights of the Holders hereunder or thereunder and any existing Default, Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of not less than a majority in principal amount of the Outstanding Notes, other than Notes beneficially owned by the Issuers or their Affiliates (including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for Notes); provided, however, that no such amendment, supplement or waiver shall, without the consent of the Holder of each Outstanding Note affected thereby:

     (1) make any change that adversely affects the exchange or repurchase rights of any Notes;

     (2) reduce the Fundamental Change Repurchase Price of any Note as calculated in accordance with Section 1111 or amend or modify in any manner adverse to the Holders the Issuers’ obligation to make such payment, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;

     (3) make any change that would reduce the Additional Shares deliverable upon a Fundamental Change as provided in Section 1305 hereto;

     (4) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

     (5) reduce the principal of or change the Maturity of any such Note or alter or waive the provisions with respect to the redemption or repurchase of the Notes (other than Section 1111);

     (6) reduce the rate of or change the time for payment of interest on any Note;

     (7) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any guarantee which cannot be amended or modified without the consent of all Holders;

     (8) make any Note payable in money other than that stated in the Notes;

     (9) make any change in Section 513 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;

     (10) make any change in these amendment and waiver provisions;

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     (11) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; or

     (12) make any change to or modify the ranking or subordination provisions of the Notes that would adversely affect the Holders.

          SECTION 903. Execution of Amendments, Supplements or Waivers.

          In executing, or accepting the additional trusts created by, any amendment, supplement or waiver permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be provided with, and shall be fully protected in relying upon, an Officers’ Certificate and Opinion of Counsel stating that the execution of such amendment, supplement or waiver is authorized or permitted by this Indenture, that all conditions precedent thereto have been satisfied, and, to the extent applicable, that there is no material adverse effect on the Holders. The Trustee may, but shall not be obligated to, enter into any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

          SECTION 904. Effect of Amendments, Supplements or Waivers.

          Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such amendment, supplement or waiver shall form a part of this Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

          SECTION 905. Conformity with Trust Indenture Act.

          Every supplemental indenture executed pursuant to the Article shall conform to the requirements of the Trust Indenture Act as then in effect.

          SECTION 906. Reference in Notes to Supplemental Indentures.

          Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, bear a notation in form satisfactory to the Trustee as to any matter provided for in such supplemental indenture. If the Issuers shall so determine, new Notes so modified as to conform, in the opinion of the Issuers, to any such supplemental indenture may be prepared and executed by the Issuers and authenticated and delivered by the Trustee in exchange for Outstanding Notes.

          SECTION 907. Notice of Supplemental Indentures.

          Promptly after the execution by the Issuers, any Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of Section 902, the Issuers shall give notice thereof to the Holders of each Outstanding Note, in the manner provided for in Section 106, setting forth in general terms the substance of such supplemental indenture.

ARTICLE TEN

COVENANTS

          SECTION 1001. Payment of Principal, Premium, if Any, and Interest.

          The Issuers covenant and agree for the benefit of the Holders that they will duly and punctually pay the principal of (and premium, if any) and interest on the Notes in accordance with the terms of the Notes and this Indenture.

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          SECTION 1002. Maintenance of Office or Agency.

          The Issuers will maintain an office or agency where Notes may be presented or surrendered for payment, redemption or repurchase (the “Paying Agent”) or for exchange (the “Exchange Agent”), where Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. The designated office of the Trustee shall be such office or agency of the Issuers, unless the Issuers shall designate and maintain some other office or agency for one or more of such purposes. The Issuers will give prompt written notice to the Trustee of any change in the location of any such office or agency. If at any time the Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Issuers hereby appoint the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

          The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Issuers of their obligation to maintain an office or agency for such purposes. The Issuers will give prompt written notice to the Trustee of any such designation or rescission and any change in the location of any such other office or agency.

          SECTION 1003. Money for Notes Payments to Be Held in Trust.

          If any Issuer shall at any time act as Paying Agent, it will, on or before each due date of the principal of (or premium, if any) or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal of (or premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

          Whenever the Issuers shall have one or more Paying Agents for the Notes, it will, on or before each due date of the principal of (or premium, if any) or interest on any Notes, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuers will promptly notify the Trustee of such action or any failure so to act.

          The Issuers will cause each Paying Agent (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:

     (1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

     (2) give the Trustee notice of any default by the Issuers (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interest; and

     (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

          The Issuers may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuers or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuers or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums.

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          Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of (or premium, if any) or interest on any Note and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Issuers on Issuer Request, or (if then held by the Issuers) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as Trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense of the Issuers cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuers.

          SECTION 1004. Corporate Existence.

          Subject to Article Eight, the Issuers will do or cause to be done all things necessary to preserve and keep in full force and effect the corporate existence and that of each Guarantor and the corporate rights (charter and statutory) and franchises of the Issuers and each Guarantor; provided, however, that the Issuers shall not be required to preserve any such right or franchise if management of the Issuers shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuers and their respective Subsidiaries as a whole.

          SECTION 1005. Statement by Officers as to Default.

          (a) The Issuers will deliver to the Trustee within 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuers and the Guarantors during the preceding fiscal year, has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of the Guarantors to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of his or her knowledge, the Issuers during such preceding fiscal year, has kept, observed, performed and fulfilled, and has caused each of the Guarantors to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such fiscal year, and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and remains by reason of which payments on the account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year-end. For purposes of this Section 1005(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

          (b) When any Default or Event of Default has occurred and is continuing under this Indenture, the Issuers shall deliver to the Trustee by registered or certified mail or facsimile transmission an Officers’ Certificate specifying such event, notice or other action within 10 Business Days of its occurrence.

          SECTION 1006. Reports and Other Information.

          (a) So long as any Notes are outstanding, the Company shall be required to provide to the Trustee and Holders, without cost to the Trustee or any Holder:

     (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports containing the information required to be contained in a filing with the Commission on Form 10-K, or any successor or comparable form, or required in such successor or comparable form;

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     (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports containing the information required to be contained in a filing with the Commission on Form 10-Q or any successor or comparable form or required in such successor or comparable form; and

     (3) promptly from time to time after the occurrence of an event that would require information about such event to be provided to the Commission on Form 8-K, or any successor or comparable form, a current report with such information; provided that unless otherwise required to be provided to Holders, current reports shall only be required with respect to the following Form 8-K Items (or its successor item): Item 1.01 (Entry into a Material Definitive Agreement), Item 1.02 (Termination of a Material Definitive Agreement), Item 1.03 (Bankruptcy or Receivership), Item 2.01 (Completion of Acquisition or Disposition of Assets), Item 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant), Item 2.04 (Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement), Item 2.05 (Costs Associated with Exit or Disposal Activities), Item 4.01 (Changes in Registrant’s Certifying Accountant), Item 4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review), Item 5.01 (Changes in Control of Registrant), Items 5.02 (a), (b) and (c) (Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers) and Item 9.01 (Financial Statements and Exhibits, but only with respect to financial statements and pro forma financial information relating to transactions required to be reported pursuant to Item 2.01); provided, however, that unless otherwise required to be provided to Holders, no such current report shall be required to be furnished if the Company determines in its good faith judgment that such event is not material to Holders of Notes or the business, assets, operations, financial positions or prospects of the Company and its Subsidiaries, taken as a whole;

provided, however, that unless otherwise required to be provided to Holders:

     (A) such reports required pursuant to Section 1006(a)(1) shall not be required to include the information contemplated by Item 1B, Item 4, Item 5, Item 9A, Item 9A(T), Item 10 (but only with respect to information required by Items 405, 406 and 407 of Regulation S-K; provided, however, that such reports shall be required to present the information contemplated by Item 10 with exclusions consistent with the information in (or excluded from) this offering memorandum), Item 11, Item 13 (both only with respect to the information required by Item 407 of Regulation S-K; provided, however, that such reports shall be required to present the information contemplated by Items 11 and 13 with exclusions consistent with the information in (or excluded from) the offering memorandum) and Item 14 of Form 10-K, as in effect on the Issue Date;

     (B) such reports required pursuant to Section 1006(a)(2) shall not be required to include the information contemplated by Item 4 and Item 4T of Part I thereof and Item 2 and Item 4 of Part II of Form 10-Q, as in effect on the Issue Date; and

     (C) such reports required pursuant to Section 1006(a)(1), (2) and (3) (i) shall not be required to comply with Section 302 or Section 404 of the Sarbanes-Oxley Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the Commission, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein), in each case, as in effect on the Issue Date or any successor provision thereto, and (ii) shall not be required to comply with Items 402, 405, 406, 407 and 601 of Regulation S-K promulgated by the Commission, in each case, as in effect on the Issue Date or any successor provision thereto;

in each case, in a manner that complies in all material respects with the requirements specified in such form. The Company shall make the information referred to above in this clause (a) available by posting such information on a publicly accessible page on the Company’s website (or that of any of its parent companies). To the extent not satisfied by the foregoing, the Company shall agree that, for so long as any Notes are outstanding, it shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

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          (b) The Issuers may satisfy their obligations in this Section 1006 with respect to information relating to the Issuers by furnishing information relating to the Parent; provided that, with respect to any audited or unaudited financial statements, the same is accompanied by consolidating information that explains in reasonable detail the differences between the financial information relating to the Parent, on the one hand, and the information relating to the Issuers and the Subsidiaries on a stand-alone basis, on the other hand.

          (c) If Parent or the Company has electronically filed with the Securities and Exchange Commission’s Next-Generation EDGAR system (or any successor system), the reports described in clause (a) above (including any consolidating information required by clause (b), unless otherwise provided to the Trustee and the Holders), the Issuers shall be deemed to have satisfied the foregoing requirements.

          (d) The Issuers shall also hold quarterly conference calls for the Holders of the Notes to discuss financial information for the previous quarter. The conference call shall be following the last day of each fiscal quarter of the Issuers and not later than ten business days from the time that the Issuers distribute the financial information as set forth in Section 1006(a)(1) and (2), as applicable above. No fewer than two days prior to the conference call, the Issuers shall issue a press release announcing the time and date of such conference call and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call. For the avoidance of doubt, the Issuers may satisfy the requirements of this paragraph by (i) combining the conference calls required above with the earnings conference calls of the Parent that are held on a quarterly basis with equity holders or (ii) holding the conference calls required above within the time period required as part of any earnings calls of the Issuers in accordance with past practice.

          Nothing herein shall be construed so as to require the Issuers to include in such reports any information specified in Rule 3-10 or Rule 3-16 of Regulation S-X.

          SECTION 1007. Future Subsidiary Guarantors.

          The Issuers shall cause each wholly-owned Domestic Subsidiary that (i) is formed or acquired following the Issue Date and (ii) executes a guarantee with respect to the Secured Notes, to execute and deliver to the Trustee a supplemental indenture pursuant to which such wholly-owned Domestic Subsidiary will unconditionally Guarantee (subject to Section 1208), on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior secured basis and all other obligations under this Indenture.

ARTICLE ELEVEN

REDEMPTION AND REPURCHASE OF NOTES

          SECTION 1101. Right of Redemption.

          The Issuers shall have the right to redeem the Notes for cash, in whole or in part, at any time or from time to time, on or after December 1, 2017 upon the notice set forth in Section 1105 at a redemption price (“Redemption Price”) equal to 100% of the principal amount of the Notes to be redeemed plus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date; provided, however that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Issuer will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the Close of Business on the corresponding Regular Record Date (instead of the Holder surrendering its Notes for redemption) and the Redemption Price shall be equal to 100% of the principal amount of the Notes to be redeemed.

          SECTION 1102. Applicability of Article.

          Redemption of Notes at the election of the Issuers or otherwise, as permitted or required by any provision of this Indenture, shall be made in accordance with such provision and this Article.

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          SECTION 1103. Election to Redeem; Notice to Trustee.

          The election of the Issuers to redeem any Notes pursuant to Section 1101 above shall be evidenced by a Board Resolution. In case of any redemption at the election of the Issuers, the Issuers shall, at least 45 days prior to the Redemption Date fixed by the Issuers (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Notes to be redeemed and shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Notes to be redeemed pursuant to Section 1104.

          SECTION 1104. Selection by Trustee of Notes to Be Redeemed.

          If less than all of the Notes are to be redeemed at any time, selection of such Notes for redemption, shall be made by the Trustee on a pro rata basis or by lot or such similar method in accordance with the procedures of DTC; provided that no Notes of $1,000 or less shall be purchased or redeemed in part.

          Holders may elect to exchange Notes or portions of Notes selected for redemption until the Close of Business that is two Business Days prior to the Redemption Date. If any Notes selected for redemption are submitted for exchange in part after such selection, the portion of such Notes submitted for exchange shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Notes are submitted for exchange in part before the provision of the notice of redemption.

          Notices of redemption shall be mailed by first class mail, postage prepaid, at least 30 but not more than 60 days before the purchase or redemption date to each Holder of Notes to be purchased or redeemed at such Holder’s registered address. If any Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed.

          A new Note in principal amount equal to the unpurchased or unredeemed portion of any Note purchased or redeemed in part shall be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the purchase or redemption date, unless the Issuers default in payment of the purchase or redemption price, interest shall cease to accrue on Notes or portions thereof purchased or called for redemption.

          SECTION 1105. Notice of Redemption.

          Notice of redemption shall be given in the manner provided for in Section 106 not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder to be redeemed. Notices of redemption may not be conditional.

          All notices of redemption shall state:

     (1) the Redemption Date,

     (2) the Redemption Price and the amount of accrued interest to the Redemption Date payable as provided in Section 1107, if any,

     (3) if less than all Outstanding Notes are to be redeemed, the identification (and, in the case of a partial redemption, the principal amounts) of the particular Notes to be redeemed,

     (4) in case any Note is to be redeemed in part only, the notice which relates to such Note shall state that on and after the Redemption Date, upon surrender of such Note, the holder will receive, without charge, a new Note or Notes of authorized denominations for the principal amount thereof remaining unredeemed,

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     (5) that on the Redemption Date the Redemption Price (and accrued interest, if any, to the Redemption Date payable as provided in Section 1107) will become due and payable upon each such Note, or the portion thereof, to be redeemed, and that interest thereon will cease to accrue on and after said date,

     (6) the place or places where such Notes are to be surrendered for payment of the Redemption Price and accrued interest, if any,

     (7) the name and address of the Paying Agent,

     (8) that Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price,

     (9) the CUSIP number, and that no representation is made as to the accuracy or correctness of the CUSIP number, if any, listed in such notice or printed on the Notes,

     (10) the paragraph of the Notes pursuant to which the Notes are to be redeemed;

     (11) that the Holders have a right to exchange the Notes called for redemption;

     (12) the Exchange Rate on the date of such notice; and

     (13) the time and date on which the right to exchange such Notes or portions thereof pursuant to this Indenture will expire.

          Notice of redemption of Notes to be redeemed at the election of the Issuers shall be given by the Issuers or, at the Issuers’ request, by the Trustee in the name and at the expense of, and in the form provided by, the Issuers; provided, however, that in all cases, the text of such notice of redemption shall be prepared by the Issuers.

          SECTION 1106. Deposit of Redemption Price.

          Prior to any Redemption Date, the Issuers shall deposit with the Trustee or with a Paying Agent (or, if any Issuer is acting as Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and accrued interest, if any, on, all the Notes which are to be redeemed on that date. If any Notes called for redemption are exchanged pursuant hereto prior to such Redemption Date, any money deposited with the Paying Agent or so segregated and held in trust for the redemption of such Notes shall be paid to the Issuers or, if then held by the Issuers, shall be discharged from such trust.

          SECTION 1107. Notes Payable on Redemption Date.

          Notice of redemption having been given as aforesaid, the Notes so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified (together with accrued interest, if any, to the Redemption Date) (except as provided in Section 1101), and from and after such date (unless the Issuers shall default in the payment of the Redemption Price and accrued interest) such Notes shall cease to bear interest. Upon surrender of any such Note for redemption in accordance with said notice, such Note shall be paid by the Issuers at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such at the close of business on the relevant Regular Record Dates or Special Record Dates, as applicable, according to their terms and the provisions of Section 307.

          If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate borne by the Notes.

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          SECTION 1108. Notes Redeemed in Part.

          Any Note which is to be redeemed only in part (pursuant to the provisions of this Article) shall be surrendered at the office or agency of the Issuers maintained for such purpose pursuant to Section 1002 (with, if the Issuers or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuers and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Issuers shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Note so surrendered.

          SECTION 1109. Sinking Fund.

          There shall be no sinking fund provided for the Notes.

          SECTION 1110. Repurchase of Notes at Option of the Holders on Specified Dates.

          (a) At the option of the Holder thereof, Notes shall be repurchased by the Issuers for cash in accordance with the provisions herein on each of December 1, 2017, December 1, 2025, December 1, 2030 or December 1, 2035 (each, a “Put Right Repurchase Date”) at a repurchase price per Note equal to 100% of the aggregate principal amount of the Notes being repurchased, together with any accrued and unpaid interest up to, but not including, such Put Right Repurchase Date (the “Put Right Repurchase Price”), unless the Put Right Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Issuers shall instead pay the full amount of accrued and unpaid interest to Holders of record as of the preceding Regular Record Date and the Put Right Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article Eleven.

          Repurchases of Notes by the Issuers pursuant to this Section 1110 shall be made, at the option of the Holder thereof, upon:

     (i) delivery to the Paying Agent by the Holder of a written notice of purchase (a “Put Right Repurchase Notice”) in the form of Exhibit G hereto at any time from the Open of Business on the date that is 25 Business Days prior to the applicable Put Right Repurchase Date until the Close of Business on the fifth Business Day prior to such Put Right Repurchase Date stating:

     (A) if certificated, the certificate numbers of the Notes to be delivered for repurchase;

     (B) the portion of the principal amount of the Notes to be repurchased, which must be $1,000 or an integral multiple thereof; and

     (C) that the Notes are to be repurchased as of the applicable Put Right Repurchase Date pursuant to the terms and conditions specified in the Notes and in this Indenture; and

     (ii) delivery of such Notes to the Paying Agent prior to, on or after the Put Right Repurchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Put Right Repurchase Price therefor; provided that such Put Right Repurchase Price shall be so paid pursuant to this Section 1110 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Put Right Repurchase Notice.

          The Issuers shall repurchase from the Holder thereof, pursuant to this Section 1110, a portion of a Note if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.

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          Any repurchase by the Issuers contemplated pursuant to the provisions of this Section 1110 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Put Right Repurchase Date and the time of delivery of the Notes.

          The Paying Agent shall promptly notify the Issuers of the receipt by it of any Put Right Repurchase Notice or written notice of withdrawal thereof in accordance with the provisions of Section 1110(d).

          Any Notes that are to be repurchased only in part shall be surrendered to the Trustee (with, if the Issuers or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuers and the Trustee duly executed by the Holder thereof or his attorney duly authorized in writing), and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Notes without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Notes so surrendered.

          (b) In connection with any purchase of Notes pursuant to this Section 1110, the Issuers shall give written notice of the Put Right Repurchase Date to the Holders (the “Issuer Put Right Notice”). The Issuer Put Right Notice shall be sent by first-class mail to the Trustee and to each Holder at least 25 Business Days prior to the applicable Put Right Repurchase Date (the “Issuer Put Right Notice Date”). Each Issuer Put Right Notice shall include a form of Put Right Repurchase Notice to be completed by a Holder and shall state:

     (i) the Put Right Repurchase Price and the Exchange Price;

     (ii) the name and address of the Paying Agent and the Exchange Agent;

     (iii) that Notes as to which a Put Right Repurchase Notice has been given may be exchanged in accordance with Article Thirteen only if the applicable Put Right Repurchase Notice has been withdrawn in accordance with the terms of this Indenture;

     (iv) that Notes must be surrendered to the Paying Agent to collect payment;

     (v) that the Put Right Repurchase Price for any Note as to which a Put Right Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Put Right Repurchase Date and the time of surrender of such Note as described in subclause (iv) above;

     (vi) the procedures the Holder must follow to exercise rights under this Section 1110 and a brief description of those rights;

     (vii) briefly, the exchange rights of the Notes;

     (viii) the procedures for withdrawing a Put Right Repurchase Notice (including pursuant to the terms of Section 1110(d));

     (ix) that, unless the Issuers default in making payment on Notes for which a Put Right Repurchase Notice has been submitted, interest on the Notes in respect of which a Put Right Repurchase Notice has been delivered and not withdrawn will cease to accrue on the Put Right Repurchase Date; and

     (x) the CUSIP number of the Notes.

          At the Issuers’ request, the Trustee shall give such Issuer Put Right Notice in the Issuers’ name and at the Issuers’ expense; provided, however, that, in all cases, the text of such Issuer Put Right Notice shall be prepared by the Issuers.

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          (c) Upon receipt by the Paying Agent of the Put Right Repurchase Notice specified in Section 1110(b)(i), the Holder of the Notes in respect of which such Put Right Repurchase Notice was given shall (unless such Put Right Repurchase Notice is withdrawn as specified in Section 1110(d)) thereafter be entitled to receive solely the Put Right Repurchase Price with respect to such Note. Such Put Right Repurchase Price shall be paid to such Holder, subject to receipt of funds by the Paying Agent, promptly following the later of (x) the applicable Put Right Repurchase Date (provided the conditions in Section 1110(b) have been satisfied) and (y) the time of delivery of such Notes to the Paying Agent by the Holder thereof in the manner required by Section 1110(a)(ii). Notes in respect of which a Put Right Repurchase Notice has been given by the Holder thereof may not be exchanged pursuant to Article Thirteen on or after the date of the delivery of such Put Right Repurchase Notice, unless such Put Right Repurchase Notice has first been validly withdrawn as specified in Section 1110(d).

          (d) A Put Right Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Put Right Repurchase Notice at any time prior to 10:00 a.m. New York City time on the Business Day prior to the Put Right Repurchase Date specifying:

     (i) if Definitive Notes have been issued, the certificate numbers of the withdrawn Notes;

     (ii) the principal amount of the Notes with respect to which such notice of withdrawal is being submitted; and

     (iii) the principal amount, if any, of such Notes that remains subject to the original Put Right Repurchase Notice, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000;

provided, however, that if the Notes are in the form of a Global Note, the notice must comply with the Applicable Procedures.

          A written notice of withdrawal of a Put Right Repurchase Notice shall be in the form set forth in the preceding paragraph.

          Upon receipt of a written notice of withdrawal, the Paying Agent shall promptly return to the Holders thereof, and shall deem to be cancelled any instructions for book entry transfer of Global Notes in compliance with the procedures of the Depositary, any Notes in respect of which a Put Right Repurchase Notice has been withdrawn in accordance with the provisions of this Section 1110(d).

          (e) There shall be no repurchase of any Notes pursuant to this Section 1110 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Issuers in the payment of Put Right Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Notes held by it during the continuance of an Event of Default with respect to Notes (other than a Default in the payment of the Put Right Repurchase Price with respect to such Notes), in which case, upon such return, the Put Right Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

          (f) Prior to 11:00 a.m. (New York City time) on the Put Right Repurchase Date, the Issuers shall deposit with the Paying Agent appointed by the Issuers, or if any of the Issuers is acting as Paying Agent, set aside, segregate and hold in trust in accordance with Section 1003, an amount (in immediately available funds if deposited on such Business Day) sufficient to pay the aggregate Put Right Repurchase Price of all the Notes or portions thereof which are to be purchased as of the Put Right Repurchase Date. The manner in which the deposit required by this Section 1110(f) is made by the Issuers shall be at the option of the Issuers; provided that such deposit shall be made in a manner such that the Paying Agent shall have immediately available funds on the Put Right Repurchase Date.

          If the Paying Agent holds, in accordance with the terms hereof, money sufficient to pay the Put Right Repurchase Price of any Note, then, on the Put Right Repurchase Date, such Note will cease to be Outstanding

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and the rights of the Holder in respect thereof shall terminate (other than the right to receive the Put Right Repurchase Price as aforesaid).

          To the extent that the aggregate amount of cash deposited by the Issuers pursuant to this Section 1110(f) exceeds the aggregate Put Right Repurchase Price of the Notes or portions thereof that the Issuers are obligated to purchase, then promptly after the Put Right Repurchase Date the Paying Agent shall return any such excess cash to the Issuer.

          (g) Notwithstanding anything in this Section 1110 to the contrary, if any of the Notes are in the form of a Global Note, the repurchase of such Notes (including the delivery or withdrawal thereof by the Holder) shall be made in accordance with the Applicable Procedures and the Put Right Repurchase Notice, the Issuer Put Right Notice and any notice of withdrawal shall be modified to the extent necessary to accord therewith.

          SECTION 1111. Repurchase at Option of Holders Upon a Fundamental Change.

          (a) If a Fundamental Change occurs at any time, each Holder shall have the right, at such Holder’s option, to require the Issuers to repurchase all of such Holder’s Notes, or any portion thereof that is equal to $1,000 or an integral multiple of $1,000, on the date (the “Fundamental Change Repurchase Date”) specified by the Issuers that is not less than 20 calendar days nor more than 35 calendar days (or such longer period required by law) following the date of the Fundamental Change Issuer Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Issuers shall instead pay the full amount of accrued and unpaid interest to Holders of record as of the preceding Regular Record Date and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article Eleven.

          (b) Repurchases of Notes under this Section 1111 shall be made, at the option of the Holder thereof, upon:

     (i) delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Repurchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are certificated, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and

     (ii) delivery of the Notes, if the Notes are certificated, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the corporate trust office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor.

          The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state:

     (i) in the case of Definitive on behalf of the Initial Purchasers named therein as such agreement may be amended, modified or supplemented from time to time Notes, the certificate numbers of the Notes to be delivered for repurchase;

     (ii) the portion of the principal amount of Notes to be repurchased, which must be $1,000 or an integral multiple thereof; and

     (iii) that the Notes are to be repurchased by the Issuers pursuant to the applicable provisions of the Notes and the Indenture;

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provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures.

          Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 1111 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 1112.

          The Paying Agent shall promptly notify the Issuers of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof.

          (c) On or before the 20th calendar day after the occurrence of the effective date of a Fundamental Change, the Issuers shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental Change Issuer Notice”) of the occurrence of the effective date of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. Such notice shall be by first class mail or, in the case of Global Notes, in accordance with the applicable procedures of the Depositary. Simultaneously with providing such notice, the Issuers shall publish a notice containing the information set forth in the Fundamental Change Issuer Notice in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Issuers may use at that time. Each Fundamental Change Issuer Notice shall specify:

     (i) the events causing the Fundamental Change;

     (ii) the date of the Fundamental Change;

     (iii) the last date on which a Holder may exercise the repurchase right pursuant to this Article Eleven;

     (iv) the Fundamental Change Repurchase Price;

     (v) the Fundamental Change Repurchase Date;

     (vi) the name and address of the Paying Agent and the Exchange Agent, if applicable;

     (vii) if applicable, the Exchange Rate and any adjustments to the Exchange Rate;

     (viii) if applicable, that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be exchanged only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture;

     (ix) the procedures that Holders must follow to require the Issuers to repurchase their Notes.

          No failure of the Issuers to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 1111.

          At the Issuers’ request, the Trustee shall give such notice in the Issuers’ name and at the Issuers’ expense; provided, however, that, in all cases, the text of such Fundamental Change Issuer Notice shall be prepared by the Issuers.

          (d) Notwithstanding the foregoing, no Notes may be repurchased by the Issuers on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting

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from a Default by the Issuers in the payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Definitive Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Issuers in the payment of the Fundamental Change Repurchase Price with respect to such Notes) and shall deem to be cancelled any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary, in which case, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

          SECTION 1112. Withdrawal of Fundamental Change Repurchase Notice.

          (a) A Fundamental Change Repurchase Notice may be withdrawn (in whole or in part) by means of a written notice of withdrawal delivered to the corporate trust office of the Paying Agent in accordance with this Section 1112 at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date specifying:

     (i) the principal amount of the Notes with respect to which such notice of withdrawal is being submitted,

     (ii) if Definitive Notes have been issued, the certificate number of the Note in respect of which such notice of withdrawal is being submitted, and

     (iii) the principal amount, if any, of such Note that remains subject to the original Fundamental Change Repurchase Notice, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000;

provided, however, that if the Notes are Global Notes, the notice must comply with appropriate procedures of the Depositary.

          SECTION 1113. Deposit of Fundamental Change Repurchase Price.

          (a) The Issuers will deposit with the Paying Agent, or if the Issuers are acting as Paying Agent, set aside, segregate and hold in trust as provided in Section 1003 of this Indenture) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price. Subject to receipt of funds and/or Notes by the Paying Agent, payment for Notes surrendered for repurchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date) will be made on the later of (i) the Fundamental Change Repurchase Date with respect to such Note (provided the Holder has satisfied the conditions in Section 1111) and (ii) the time of book-entry transfer or the delivery of such Notes to the Trustee (or other Paying Agent appointed by the Issuers) by the Holder thereof in the manner required by Section 1111 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Issuers, return to the Issuers any funds in excess of the Fundamental Change Repurchase Price.

          (b) If by 11:00 a.m. New York City time, on the Fundamental Change Repurchase Date, the Paying Agent holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased on such Fundamental Change Repurchase Date, then (i) such Notes will cease to be Outstanding, (ii) interest will cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes will terminate (other than the right to receive the Fundamental Change Repurchase Price).

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          (c) Upon surrender of a Note that is to be repurchased in part pursuant to Section 1111, the Issuers shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unrepurchased portion of the Note surrendered.

          SECTION 1114. Covenant to Comply with Applicable Laws Upon Repurchase of Notes.

          In connection with any repurchase offer, the Issuers will, if required:

     (a) comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act;

     (b) file a Schedule TO or any successor or similar schedule; and

     (c) otherwise comply with all federal and state securities laws in connection with any offer by the Issuers to repurchase the Notes;

in each case, so as to permit the rights and obligations under this Article Eleven to be exercised in the time and in the manner specified in this Article Eleven.

Notwithstanding the foregoing, to the extent the provisions of this Section 1114 conflict with the provisions of the Securities Act, Exchange Act or any other federal or state securities laws, the Issuers shall comply with the provisions of the Securities Act, Exchange Act or such federal or state securities laws, as applicable.

ARTICLE TWELVE

GUARANTEES

          SECTION 1201. Guarantees.

          Each Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuers hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, that: (a) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (a) and (b) above, to the limitation set forth in Section 1204 hereof.

          Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.

          Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment and not of collection. Each of the Guarantors hereby agrees that,

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in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuers or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders.

          If any Holder or the Trustee is required by any court or otherwise to return to the Issuers or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (x) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor.

          Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

          SECTION 1202. Severability.

          In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

          SECTION 1203. Ranking of Guarantee.

          The Guarantee issued by any Guarantor shall be a senior obligation of such Guarantor. The Guarantees shall: (a) rank equally in right of payment with all existing and future Senior Indebtedness of the Guarantor, (b) be senior in right of payment to all existing and future Subordinated Indebtedness of each Guarantor, and (c) be effectively subordinated to any secured Indebtedness of each Guarantor as to the assets security such Indebtedness, (d) be expressly subordinated to Designated First Lien Indebtedness as described in Article Fifteen and (e) be structurally subordinated to Indebtedness and other liabilities of Subsidiaries of such Guarantor that do not Guarantee the Notes.

          SECTION 1204. Limitation of Guarantors’ Liability.

          Each Guarantor and by its acceptance hereof each Holder confirms that it is the intention of all such parties that the guarantee by each such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Holders and each such Guarantor hereby irrevocably agree

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that the obligations of such Guarantor under its Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to this Section 1204, result in the obligations of such Guarantor under its Guarantee constituting such fraudulent transfer or conveyance.

          SECTION 1205. Contribution.

          In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree, inter se, that in the event any payment or distribution is made by any Guarantor (a “Funding Guarantor”) under a Guarantee, such Funding Guarantor shall be entitled to a contribution from all other Guarantors in a pro rata amount based on the Adjusted Net Assets (as defined below) of each Guarantor (including the Funding Guarantor) for all payments, damages and expenses incurred by that Funding Guarantor in discharging the Issuers’ obligations with respect to the Notes or any other Guarantor’s obligations with respect to the Guarantee of such Guarantor. “Adjusted Net Assets” of such Guarantor at any date shall mean the lesser of (x) the amount by which the fair value of the property of such Guarantor exceeds the total amount of liabilities, including, without limitation, contingent liabilities (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), but excluding liabilities under the Guarantee of such Guarantor at such date and (y) the amount by which the present fair salable value of the assets of such Guarantor at such date exceeds the amount that will be required to pay the probable liability of such Guarantor on its debts (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), excluding debt in respect of the Guarantee of such Guarantor, as they become absolute and matured.

          SECTION 1206. Subrogation.

          Each Guarantor shall be subrogated to all rights of Holders against the Issuers in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 1201; provided, however, that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under this Indenture or the Notes shall have been paid in full.

          SECTION 1207. Reinstatement.

          Each Guarantor hereby agrees (and each Person who becomes a Guarantor shall agree) that the Guarantee provided for in Section 1201 shall continue to be effective or be reinstated, as the case may be, if at any time, payment, or any part thereof, of any obligations or interest thereon is rescinded or must otherwise be restored by a Holder to the Issuers upon the bankruptcy or insolvency of the Issuers or any Guarantor.

          SECTION 1208. Release of a Guarantor.

          Notwithstanding the foregoing and the other provisions of this Indenture, each Guarantor shall be automatically and unconditionally released and discharged from all of its obligations under its Guarantee under this Article Twelve upon:

          (a) any sale, exchange or transfer (by merger or otherwise) of Capital Stock (following which the applicable Guarantor is no longer a Subsidiary of any Issuer) or all or substantially all the assets of such Guarantor;

          (b) the release or discharge of such Guarantor’s guarantee of any outstanding Secured Notes, or

          (c) if the Issuers’ obligations hereunder are discharged in accordance with Section 401.

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          Any Guarantor shall be released from all its obligations under its Guarantee in accordance with Section 803.

          SECTION 1209. Benefits Acknowledged.

          Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and from its guarantee and waivers pursuant to its Guarantees under this Article Twelve.

ARTICLE THIRTEEN

EXCHANGE OF NOTES

          SECTION 1301. Exchange Privilege.

          Subject to and upon compliance with the provisions of this Article Thirteen, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the Business Day immediately preceding the Maturity Date, at an initial exchange rate of 141.2429 shares of Common Stock (equivalent to an initial exchange price of approximately $7.08 per share) (subject to adjustment as provided in Sections 1305 and 1306, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Sections 1302, 1303 and 1304, the “Exchange Obligation”).

          SECTION 1302. Exchange Cap.

          (a) Notwithstanding the foregoing provision, the Issuers will not be entitled to deliver shares of Common Stock to a Person or any Affiliate thereof (other than any Permitted Holder) that beneficially owns the Notes to the extent (but only to the extent) that such receipt would cause such Person or any Affiliate thereof to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of more than 19.9% of the shares of Common Stock outstanding at such time (the “Exchange Cap”). Each beneficial owner shall, upon delivery of the relevant exchange notice, give notice to the Issuers of each such beneficial owner’s ownership of Common Stock and each beneficial owner agrees to furnish to the Issuers any information reasonably requested by the Issuers in connection with the calculation of the Exchange Cap. The Issuers and the Exchange Agent shall be entitled to rely upon such information. The Issuers shall not be in breach of any provision of this Indenture or the Notes with respect to the Common Stock issued in reliance on such information and shall have no liability (and shall be indemnified for any liability) as a result of the issuance of any shares of Common Stock to any holder in excess of the Exchange Cap issued in reliance on such information.

          (b) Any purported delivery of shares of Common Stock upon exchange of Notes shall be void and have no effect to the extent (but only to the extent) that such delivery would result in any Person or any Affiliate thereof (other than a Permitted Holder) becoming the beneficial owner of more than 19.9% of the shares of Common Stock outstanding at such time. If the Issuers elect to satisfy the Exchange Obligation in shares of Common Stock but have been notified by an exchanging Holder that the Exchange Cap would be exceeded, the Issuers may settle the Exchange Obligation in Common Stock for the portion of the principal amount (in integral multiples of $1,000) that would not cause the Exchange Cap to be exceeded. The Issuers will settle each remaining $1,000 principal amount of Notes exchanged for cash equal to the sum of the Daily Settlement Value for each of the 25 Trading Days during the related Observation Period in the manner provided in Section 1304.

          SECTION 1303. Exchange Procedure.

          (a) Upon exchange of any Note, the Issuers will settle the Exchange Obligation on the third Business Day immediately following the last day of the applicable Observation Period. The Issuers shall inform Holders by notice to the Trustee no later than one Trading Day prior to the first day of the applicable Observation

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Period how they elect to pay upon exchange of the Notes, including if there exists any limitations on the amount of Common Stock deliverable upon exchange pursuant to Section 1302 or 1304(d), and details with respect thereto.

          (b) Before any Holder of a Note shall be entitled to exchange the same as set forth above, such Holder shall (i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 1303(g) and (ii) in the case of a Definitive Note (1) complete, manually sign and deliver an irrevocable notice to the Exchange Agent as set forth in the Form of Notice of Exchange (or a facsimile thereof) (a “Notice of Exchange”) attached as Exhibit F hereto at the office of the Exchange Agent and state in writing therein the principal amount of Notes to be exchanged and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Exchange Obligation to be registered, (2) surrender such Notes, duly endorsed to the Issuers or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Exchange Agent, (3) if required, furnish appropriate endorsements and transfer documents and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 1303(g). The Trustee (and if different, the Exchange Agent) shall notify the Issuers of any exchange pursuant to this Article Thirteen on the Exchange Date for such exchange. No Notice of Exchange with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Issuers in respect of such Notes and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 1111.

          If more than one Note shall be surrendered for exchange at one time by the same Holder, the Exchange Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered, subject to Sections 1302 and 1304(d).

          (c) A Note shall be deemed to have been exchanged immediately prior to the close of business on the date (the “Exchange Date”) that the Holder has complied with the requirements set forth in subsection (b) above. The Issuers shall issue or cause to be issued, and deliver to the Exchange Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the full number of shares of Common Stock to which such Holder shall be entitled in satisfaction of the Issuers’ Exchange Obligation.

          (d) In case any Note shall be surrendered for partial exchange, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Note, without payment of any service charge by the exchanging Holder but, if required by the Issuers or Trustee, with payment of a sum sufficient to cover any transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such exchange being different from the name of the Holder of the old Notes surrendered for such exchange.

          (e) Except as provided in Section 1306, no adjustment shall be made for dividends on any shares issued upon the exchange of any Note as provided in this Article Thirteen.

          (f) Upon the exchange of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Issuers shall notify the Trustee in writing of any exchange of Notes effected through any Exchange Agent other than the Trustee.

          SECTION 1304. Payment upon Exchange.

          (a) The Issuers shall settle each exchange of Notes in cash or shares of Common Stock, at the Issuers’ option. If the Issuers settle in shares of Common Stock, the Issuers shall deliver shares of Common Stock in an amount equal to the then applicable Exchange Rate. The Issuers will settle each $1,000 principal

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amount of Notes being exchanged for cash by delivering, on the third Trading Day immediately following the last day of the related Observation Period, cash equal to the sum of the Daily Settlement Value for each of the 25 Trading Days during the related Observation Period. Parent and the Issuers have entered into a Stock Delivery Agreement, dated as of the Issue Date, whereby Parent has agreed to issue to the Issuers the number of shares of Common Stock necessary to deliver to all Holders upon exchange of Notes, if the Issuers elect to settle exchanges in shares of Common Stock. If Parent breaches this obligation and the Issuers are otherwise unable to deliver shares to any Holder, the Issuers shall settle exchanges of the Notes in cash.

          (b) Notwithstanding the foregoing, if a notice of redemption has been issued in accordance with Section 1105 of this Indenture, and Holders elect to exchange all or a portion of their Notes on or after the date of issuance of such notice of redemption but prior to the relevant Redemption Date, the Issuers may only settle the exchange in shares of Common Stock if such shares are, on the applicable Exchange Date (i) covered by a valid and effective registration statement of Parent on Form S-3 that enables the resale of such shares by the Holder without restriction under the Securities Act or (ii) otherwise delivered to the Holder freely tradeable without restriction under the Securities Act.

          (c) If the Issuers elect to deliver Common Stock in connection with any exchange other than after the issuance of a notice of redemption as described in clause (b) of this Section and such Common Stock is not on the Exchange Date covered by a valid and effective registration statement of Parent on Form S-3 that enables the resale of such shares by the Holder without restriction under the Securities Act or such shares are not otherwise delivered to the Holder freely tradeable without restriction under the Securities Act, the Issuers shall deliver to such Holder an additional 0.03 shares of Common Stock for each share of Common Stock that would otherwise have been due upon such exchange (the “Additional Settlement Consideration”); provided, however, the Issuers will deliver Common Stock as Additional Settlement Consideration only to the extent permitted by applicable law and the rules and regulations of the NASDAQ Stock Market and, to the extent not permitted by applicable law and the rules and regulations of the NASDAQ Stock Market, will settle such Exchange Obligation in cash (based on the Daily Settlement Value for each of the 25 Trading Days during the related Observation Period). Any Additional Settlement Consideration will be delivered at the time of the delivery of Common Stock that would otherwise have been due upon exchange. Notwithstanding the foregoing, no such Additional Settlement Consideration shall be delivered with respect to any Exchange Shares if the reason such shares are not covered by a resale registration statement is due either to the Holder’s failure to comply with the delivery of information or other requirements contained in the Registration Rights Agreement or, if the Holder has complied with the delivery of information and other requirements contained in the Registration Rights Agreement, the ten Business Day period during which Parent may supplement the prospectus or amend the registration statement to add the stockholder as a selling stockholder has not expired and/or Parent is not required to supplement the prospectus or amend the registration statement pursuant to the terms of the Registration Rights Agreement because it has done so three or more times during that quarter.

          (d) The Issuers will settle the Exchange Obligation in cash rather than shares of Common Stock to the extent issuing Additional Shares pursuant to Section 1305 of Common Stock would violate the rules of the NASDAQ Stock Market. If the Issuers elect to satisfy the Exchange Obligation in shares of Common stock but settling the Exchange Obligation would violate the rules of the NASDAQ Stock Market, the Issuers may settle the Exchange Obligation in Common Stock for the portion of the principal amount (in integral multiples of $1,000) that would not cause such violation. The Issuers shall settle each remaining $1,000 principal amount of Notes exchanged for cash equal to the sum of the Daily Settlement Value for each of the 25 Trading Days during the related Observation Period in the manner provided in this Section 1304.

          (e) Upon exchange, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth in Section 307. The Issuers’ settlement of the Exchange Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the Exchange Date. As a result, accrued and unpaid interest, if any, to, but not including, the Exchange Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited.

          (f) The Issuers shall not issue any fractional share of Common Stock upon exchange of the Notes and shall instead pay cash in lieu of any fractional share of Common Stock due upon exchange based on the Last Reported Sale Price of the Common Stock on the last day of the applicable Observation Period.

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          SECTION 1305. Increased Exchange Rate Applicable to Certain Notes Surrendered in Connection with Fundamental Changes.

          (a) If a Fundamental Change occurs and a Holder elects to exchange its Notes in connection with such Fundamental Change, the Issuers shall, under the circumstances described below, increase the Exchange Rate for the Notes so surrendered for exchange by a number of additional shares of Common Stock (the “Additional Shares”), as described below. An exchange of Notes shall be deemed for these purposes to be “in connection with” such Fundamental Change if the relevant Notice of Exchange is received by the Exchange Agent from, and including, the Effective Date of the Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date.

          (b) The Issuers shall notify the Holders of Notes of the Effective Date of any Fundamental Change and issue a press release announcing such Effective Date no later than five Business Days after such Effective Date.

          (c) The number of Additional Shares, if any, by which the Exchange Rate shall be increased shall be determined by reference to the table below, based on the date on which the Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid (or deemed to be paid) per share of the Common Stock in the Fundamental Change. If the holders of the Common Stock receive only cash in a Fundamental Change described in clause (2) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the Effective Date of the Fundamental Change. The Board of Directors of the Company shall make appropriate adjustments to the Stock Price, in its good faith determination, to account for any adjustment to the Exchange Rate that becomes effective, or any event requiring an adjustment to the Exchange Rate where the Ex-Dividend Date of the event occurs, during such five consecutive Trading Day period.

          (d) The Stock Prices set forth in the column headings of the table below shall be adjusted as of any date on which the Exchange Rate of the Notes is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Exchange Rate immediately prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Exchange Rate as so adjusted. The number of Additional Shares set forth in the table below shall be adjusted in the same manner and at the same time as the Exchange Rate as set forth in Section 1306.

          (e) The following table sets forth the number of Additional Shares to be received per $1,000 principal amount of Notes pursuant to this Section 1305 for each Stock Price and Effective Date set forth below:

	Stock Price
Effective Date	$5.90		$6.25		$6.50		$6.75		$7.00		$7.50		$8.00		$8.50		$9.00		$10.00		$12.00		$14.00		$16.00		$18.00
December 8, 2010		28.2486		28.2486		28.2486		28.2486		28.2486		28.2486		25.5372		22.7790		20.3348		16.3078		10.6437		6.9816		4.5095		2.8433
December 1, 2011		28.2486		28.2486		28.2486		28.2486		28.2486		28.2486		25.0176		22.3067		19.8918		15.9218		10.3636		6.7806		4.3771		2.7429
December 1, 2012		28.2486		28.2486		28.2486		28.2486		28.2486		27.2344		24.0569		21.3400		18.9784		15.1172		9.7592		6.3422		4.0772		2.5346
December 1, 2013		28.2486		28.2486		28.2486		28.2486		28.2486		25.8340		22.6712		19.9764		17.6727		13.9224		8.8199		5.6562		3.5903		2.1947
December 1, 2014		28.2486		28.2486		28.2486		28.2486		27.5318		23.6151		20.4015		17.7576		15.4930		11.9395		7.3136		4.5780		2.8402		1.6928
December 1, 2015		28.2486		28.2486		28.2486		26.2039		23.7825		19.7191		16.4866		13.8933		11.7957		8.6777		5.0120		3.0450		1.8602		1.0894
December 1, 2016		28.2486		26.0606		22.4811		19.5654		16.7222		12.4750		9.3626		7.0966		5.4544		3.4059		1.6939		1.0376		0.6594		0.3846
December 1, 2017		28.2486		18.7059		12.5540		6.8578		1.5685		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000

The exact Stock Prices and Effective Dates may not be set forth in the table above, in which case:

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     (i) if the Stock Price is between two Stock Prices in the table above or the Effective Date is between two Effective Dates in the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year;

     (ii) if the Stock Price is greater than $18.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Exchange Rate; and

     (iii) if the Stock Price is less than $5.90 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Exchange Rate.

          Notwithstanding the foregoing, in no event shall the total number of shares of Common Stock issuable upon exchange exceed 169.4915 per $1,000 principal amount of Notes (or cash be paid in respect of the Daily Settlement Value in respect of more than such number of shares), subject to adjustment in the same manner as the Exchange Rate pursuant to Section 1306.

     (f) Nothing in this Section 1305 shall prevent an adjustment to the Exchange Rate pursuant to Section 1306 in respect of a Fundamental Change.

     (g) Notwithstanding the foregoing, in the case of a Fundamental Change constituting a Sprint Change of Control, the Issuers may, in lieu of issuing Additional Shares upon exchange in accordance with this Section, elect to adjust the Exchange Rate and the related Exchange Obligation such that from and after the effective date of such Sprint Change of Control, Holders will be entitled to exchange their Notes into a number of shares of Sprint common stock, still subject to the arrangements for payment upon exchange otherwise applicable, by multiplying the Exchange Rate in effect immediately before the Sprint Change of Control by a fraction:

     (i) the numerator of which will be (i) in the case of a share exchange, consolidation, merger or binding share exchange pursuant to which the Common Stock is converted into cash, securities or other property, the average value of all cash and any other consideration (as determined by the Board of Directors of Parent) paid or payable per share of Common Stock or (ii) in the case of any other public acquiror change of control, the average of the last reported sale prices of Common Stock for the five consecutive Trading Days prior to but excluding the effective date of such Sprint Change of Control, and

     (ii) the denominator of which will be the average of the last reported sale prices of the public acquiror common stock for the five consecutive Trading Days commencing on the Trading Day immediately following the effective date of such public acquiror change of control.

     (h) Upon a Sprint Change of Control, if the Issuers so elect, Holders may exchange their Notes at the adjusted exchange rate described above but will not be entitled to receive Additional Shares upon exchange pursuant to Section 1305 hereto. The Issuers shall notify Holders of the Issuers’ election in the notice to Holders of such transaction. In addition, upon a Sprint Change of Control, in lieu of exchanging Notes, the Holder can, subject to certain conditions, require the Issuers to repurchase all or a portion of its Notes pursuant to Section 1111 hereto.

          SECTION 1306. Adjustment of Exchange Rate.

          The Exchange Rate shall be adjusted from time to time by the Issuers if any of the following events occurs, except that the Issuers shall not make any adjustments to the Exchange Rate if Holders of the Notes participate (other than in the case of a share split or share combination), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 1306, without having to exchange their Notes, as if they held a number of shares of Common Stock equal to the Exchange Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.

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          (a) If shares of Common Stock are issued exclusively as a dividend or distribution on shares of Common Stock, or if Parent effects a share split or share combination, the Exchange Rate shall be adjusted based on the following formula:

	OS’
ER’ = ER0 x
	OS0

where,

ER0	=	the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date, or immediately prior to the open of business on the effective date of such share split or share combination, as applicable;
ER’	=	the Exchange Rate in effect immediately after the open of business on such Ex-Dividend Date or immediately after the open of business on such effective date, as applicable;
OS0	=	the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or immediately prior to the open of business on such effective date, as applicable; and
OS’	=	the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination.

          Any adjustment made under this Section 1306(a) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 1306(a) is declared but not so paid or made, the Exchange Rate shall be immediately readjusted, effective as of the date the Board of Directors of Parent determines not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared.

          (b) If all or substantially all holders of Common Stock are entitled to receive any rights, options or warrants entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Exchange Rate shall be increased based on the following formula:

	OS0 + X
ER’ = ER0 x
	OS0 + Y

where,

ER0	=	the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance;
ER’	=	the Exchange Rate in effect immediately after the open of business on such Ex-Dividend Date;
OS0	=	the number of shares of Common Stock outstanding immediately prior to the open of business on such Record Date;

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X	=	the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and
Y	=	the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants.

          Any increase made under this Section 1306(b) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the close of business on the Record Date for such issuance. To the extent that shares of the Common Stock are not delivered after the expiration of such rights, options or warrants, the Exchange Rate shall be decreased to the Exchange Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so issued, the Exchange Rate shall be decreased to the Exchange Rate that would then be in effect had the adjustment pursuant to this Section 1306(b) not occurred.

          For purposes of this Section 1306(b), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of the Common Stock at less than such average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement for such issuance, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or exchange thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors of the Company.

     (c) If any dividend or distribution of shares of Parent’s Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding (i) dividends, distributions or issuances as to which an adjustment was effected pursuant to Section 1306(a) or Section 1306(b), (ii) dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to Section 1306(d), and (iii) Spin-Offs as to which the provisions set forth below in this Section 1306(c) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other securities of Parent, the “Distributed Property”), then the Exchange Rate shall be increased based on the following formula:

	SP0
ER’ = ER0 x
	SP0-FMV

where,

ER0	=	the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;
ER’	=	the Exchange Rate in effect immediately after the open of business on such Ex-Dividend Date;
SP0	=	the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and
FMV	=	the fair market value (as determined by the Board of Directors of Parent) of the Distributed Property with respect to each outstanding share of the Common Stock on the Ex-Dividend Date for such distribution.

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          Any increase made under this Section 1306(c) above shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Exchange Rate shall be decreased to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP₀” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Common Stock receive the Distributed Property, the amount and kind of Distributed Property such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Exchange Rate in effect on the Ex-Dividend Date for the distribution. If the Board of Directors of Parent determines the “FMV” (as defined above) of any distribution for purposes of this Section 1306(c) by reference to the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over the same period used in computing the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the Ex-Dividend Date for such distribution.

          With respect to an adjustment pursuant to this Section 1306(c) where there has been a payment of a dividend or other distribution on the Common Stock of shares of Parent’s Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of Parent, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “Spin-Off”) the Exchange Rate shall be increased based on the following formula:

	FMV0 + MP0
ER’ = ER0 x
	MP0

where,

ER0	=	the Exchange Rate in effect immediately prior to the end of the Valuation Period;
ER’	=	the Exchange Rate in effect immediately after the end of the Valuation Period;
FMV0	=	the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock (determined by reference to the definition of Last Reported Sale Price as set forth in Section 101 as if references therein to Common Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and
MP0	=	the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.

          The adjustment to the Exchange Rate under the preceding paragraph shall occur on the last Trading Day of the Valuation Period; provided that in respect of any exchange during the Valuation Period, references in the portion of this Section 1306(c) related to Spin-Offs to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend Date of such Spin-Off and the Exchange Date in determining the Exchange Rate.

          For purposes of this Section 1306(c) (and subject in all respects to Section 1312), rights, options or warrants distributed by Parent to all holders of the Common Stock entitling them to subscribe for or purchase shares of Parent’s Capital Stock, including the Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock, shall be deemed not to have been distributed for purposes of this Section 1306(c) (and no adjustment to the Exchange Rate under this Section 1306(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Exchange Rate shall be made under this Section

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1306(c). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Exchange Rate under this Section 1306(c) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Exchange Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Exchange Rate shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Exchange Rate shall be readjusted as if such rights, options and warrants had not been issued.

          For purposes of Section 1306(a), Section 1306(b) and this Section 1306(c), any dividend or distribution to which this Section 1306(c) is applicable that also includes one or both of:

     (A) a dividend or distribution of shares of Common Stock to which Section 1306(a) is applicable (the “Clause A Distribution”); or

     (B) a dividend or distribution of rights, options or warrants to which Section 1306(b) is applicable (the “Clause B Distribution”),

then (1) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 1306(c) is applicable (the “Clause C Distribution”) and any Exchange Rate adjustment required by this Section 1306(c) with respect to such Clause C Distribution shall then be made, and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Exchange Rate adjustment required by Section 1306(a) and Section 1306(b) with respect thereto shall then be made, except that, if determined by the Company (I) the “Ex-Dividend Date” of the Clause A Distribution and the Clause B Distribution shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (II) any shares of Common Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior to the open of business on such Ex-Dividend Date or immediately after the close of business on such effective date, as applicable” within the meaning of Section 1306(a) or “outstanding immediately prior to the open of business on such Ex-Dividend Date or immediately after the close of business on such effective date, as applicable” within the meaning of Section 1306(b).

     (d) If any cash dividend or distribution (other than in connection with a liquidation, dissolution or winding up) is made to all or substantially all holders of the Common Stock, the Exchange Rate shall be adjusted based on the following formula:

	SP0
ER’ = ER0 x
	SP0 - C

where,

ER₀ = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution;

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ER’	=	the Exchange Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;
SP0	=	the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and
C	=	the amount in cash per share distributed to holders of its Common Stock.

          Any increase pursuant to this Section 1306(d) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution. If such dividend or distribution is not so paid, the Exchange Rate shall be decreased, effective as of the date the Board of Directors of Parent determines not to make or pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP_o” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall receive, for each $1,000 principal amount of Notes, at the same time and upon the same terms as holders of shares of the Common Stock, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Exchange Rate on the Record Date for such cash dividend or distribution.

     (e) If Parent or any of its respective Subsidiaries of Affiliates make a payment in respect of a tender offer (which for the avoidance of doubt shall not include any open market buybacks or purchases that are not tender offers) or exchange offer for the Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of the Common Stock exceeds the Last Reported Sale Price of the Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the Exchange Rate shall be increased based on the following formula:

	AC + (SP’ x OS’)
ER’ = ER0 x
	OSP0 x SP’

where,

ER0	=	the Exchange Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
ER’	=	the Exchange Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
AC	=	the aggregate value of all cash and any other consideration (as determined by the Board of Directors of Parent) paid or payable for shares of Common Stock purchased in such tender or exchange offer;
OS0	=	the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender offer or exchange offer);
OS’	=	the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); and

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SP’ = the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on the Trading Day next succeeding the date such tender or exchange offer expires.

          The adjustment to the Exchange Rate under this Section 1306(e) shall occur at the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; provided that in respect of any exchange within the 10 Trading Days immediately following, and including, the expiration date of any tender or exchange offer, references in this Section 1306(e) with respect to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed between the date that such tender or exchange offer expires and the Exchange Date in determining the Exchange Rate.

     (f) Except as stated herein, the Company shall not be required to adjust the Exchange Rate for the issuance of shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock or the right to purchase shares of Common Stock or such convertible or exchangeable securities.

     (g) In addition to those adjustments required by clauses (a), (b), (c), (d) and (e) of this Section 1306, and to the extent permitted by applicable law and the rules and regulations of the NASDAQ Stock Market, the Issuers from time to time may increase the Exchange Rate by any amount for a period of at least 20 Business Days if the Board of Directors determines that such increase would be in the Issuers’ best interest. In addition, the Issuers may (but are not required to), to the extent permitted by applicable law and the rules and regulations of the NASDAQ Stock Market, increase the Exchange Rate to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or similar event. Whenever the Exchange Rate is increased pursuant to either of the preceding two sentences, the Issuers shall mail to the Holder of each Note at its last address appearing on the Note Register a notice of the increase at least 15 days prior to the date the increased Exchange Rate takes effect, and such notice shall state the increased Exchange Rate and the period during which it will be in effect.

     (h) Notwithstanding anything to the contrary in this Article Thirteen, the Exchange Rate shall not be adjusted:

     (i) unless the adjustment would result in a change in the Exchange Rate of at least 1%; provided, however, that any adjustment which by reason of the foregoing is not required to be made shall be carried forward and such carried forward adjustment shall be made to the Exchange Rate, regardless of whether the aggregate adjustment is less than 1%, on the Exchange Date for any Notes;

     (ii) upon the issuance of any shares of Common Stock pursuant to a plan for the reinvestment of dividends or interest or for a change in the par value of the Common Stock or a change to no par value of the Common Stock;

     (iii) upon the issuance of any shares of the Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date the Notes were first issued; or

     (iv) for accrued and unpaid interest.

     (i) All calculations and other determinations under this Article Thirteen shall be made by the Issuers and shall be made to the nearest one ten-thousandth (1/10,000) of a share.

     (j) Whenever the Exchange Rate is adjusted as herein provided, the Company shall promptly file with the Trustee (and the Exchange Agent if not the Trustee) an Officers’ Certificate setting forth the Exchange Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless and until a

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Responsible Officer of the Trustee shall have received such Officers’ Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Exchange Rate and may assume without inquiry that the last Exchange Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Issuers shall prepare a notice of such adjustment of the Exchange Rate setting forth the adjusted Exchange Rate and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Exchange Rate to each Holder at its last address appearing on the Note Register of this Indenture. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.

     (k) For purposes of this Section 1306, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of Parent so long as Parent does not pay any dividend or make any distribution on shares of Common Stock held in the treasury of Parent, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

          SECTION 1307. Adjustments of Prices.

          Whenever any provision of this Indenture requires the Issuers to calculate the Last Reported Sale Prices or the Stock Price over a span of multiple days, the Board of Directors of the Company shall make appropriate adjustments to each to account for any adjustment to the Exchange Rate that becomes effective, or any event requiring an adjustment to the Exchange Rate where the Ex-Dividend Date or Record Date of the event occurs, at any time during the period when such Last Reported Sale Prices or Stock Prices are to be calculated.

          SECTION 1308. Effect of Recapitalizations, Reclassifications and Changes of the Common Stock.

          (a) In the case of:

     (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a change in par value of the Common Stock, or from par value to no par value of the Common Stock, or from no par value to par value of the Common Stock or a subdivision or combination),

     (ii) any consolidation, merger or combination involving Parent,

     (iii) any sale, lease or other transfer to a third party of the consolidated assets of Parent and Parent’s Subsidiaries substantially as an entirety or

     (iv) any statutory share exchange,

in each case as a result of which the Common Stock would be exchanged into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, at and after the effective time of such Merger Event, the right to exchange each $1,000 principal amount of Notes shall be changed into a right to exchange such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Exchange Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property,” with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Merger Event and, prior to or at the effective time of such Merger Event, the Issuers or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 901 hereto providing for such change in the right to exchange each $1,000 principal amount of Notes; provided, however, that the foregoing shall not apply to a Sprint Change of Control to the extent the Issuers elect to adjust the Exchange Rate and the related Exchange Obligation in accordance with Section 1305.

          If the Merger Event causes the Common Stock to be exchanged into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be exchangeable shall be deemed to be the weighted average

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of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. The Issuers shall notify Holders, the Trustee and the Exchange Agent (if other than the Trustee) of such weighted average as soon as practicable after such determination is made.

          To the extent that the Notes become exchangeable into the right to receive cash, interest will not accrue on such cash.

          Such supplemental indenture described in the third immediately preceding paragraph shall provide for adjustments that shall be as nearly equivalent as is possible to the adjustments provided for in this Article Thirteen. If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors of the Company and practicable the provisions providing for the purchase rights set forth in Article Eleven.

     (b) In the event the Issuers shall execute a supplemental indenture pursuant to Section 1308(a), the Issuers shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders. The Issuers shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at its address appearing on the Note Register provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.

     (c) Neither Issuer shall become a party to any Merger Event unless its terms are consistent with this Section 1308. None of the foregoing provisions shall affect the right of a holder of Notes to exchange its Notes into shares of Common Stock as set forth in Section 1301, Section 1302 and Section 1303 prior to the effective date of such Merger Event.

     (d) The above provisions of this Section shall similarly apply to successive Merger Events.

          SECTION 1309. Certain Covenants.

          (a) Each Issuer covenants that, if it elects to deliver shares of Common Stock upon exchange, it shall not deliver any shares of Common Stock upon exchange of Notes that will not be upon issuance fully paid and non-assessable by Parent and free from all taxes, liens and charges with respect to the issue thereof.

          (b) Each Issuer further covenants that, if it elects to deliver shares of Common Stock upon exchange, if at any time the Common Stock shall be listed on any national securities exchange or automated quotation system, it shall take whatever action is required, so long as the Common Stock shall be so listed on such exchange or automated quotation system, to ensure that any Common Stock issuable upon exchange of the Notes is so listed.

          SECTION 1310. Responsibility of Trustee.

          The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Agent shall not be

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accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange of any Notes; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of the Issuers to transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Notes for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Issuers contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 1308 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the exchange of their Notes after any event referred to in such Section 1308 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 601 hereto, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Issuers shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

          SECTION 1311. Notice to Holders Prior to Certain Actions.

          In case of any:

     (a) action by the Issuers, one of their respective Subsidiaries or Parent that would require an adjustment in the Exchange Rate pursuant to Section 1306 or Section 1312; or

     (b) Merger Event; or

     (c) voluntary or involuntary dissolution, liquidation or winding-up of any of the Issuers, any of their respective Subsidiaries or Parent;

then, in each case (unless notice of such event is otherwise required pursuant to another provision of this Indenture), the Issuers shall cause to be filed with the Trustee and the Exchange Agent (if other than the Trustee) and to be mailed to each Holder at its address appearing on the Note Register, as promptly as possible but in any event at least 20 days prior to the applicable date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such action by either Issuer or one of their respective Subsidiaries or, if a record is not to be taken, the date as of which the holders of Common Stock of record are to be determined for the purposes of such action by any Issuer or one of their respective Subsidiaries, or (ii) the date on which such Merger Event, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such Merger Event, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such action by either Issuer or one of their respective Subsidiaries, Merger Event, dissolution, liquidation or winding-up.

          SECTION 1312. Stockholder Rights Plans.

          To the extent that the Company has a rights plan in effect upon exchange of the Notes, each share of Common Stock issued upon such exchange shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such exchange shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan, as the same may be amended from time to time. If at the time of exchange, however, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights plan so that the Holders would not be entitled to receive any rights in respect of Common Stock issuable upon exchange of the Notes, the Exchange Rate shall be adjusted at the time of separation as if Parent distributed to all or substantially all holders of Common Stock shares of Capital Stock of Parent, evidences of its indebtedness, other assets or property or rights, options or warrants to acquire its Capital Stock or other securities as provided in Section 1306(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

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ARTICLE FOURTEEN

SUBORDINATION

          SECTION 1401. Agreement to Subordinate.

          The Issuers, and each Holder by accepting a Note agrees, that the payment of all Obligations owing in respect of the Notes is subordinated in right of payment, to the extent and in the manner provided in this Article Fourteen, to the prior payment in full of all existing and future Designated First Lien Indebtedness of the Issuers and that the subordination is for the benefit of and enforceable by the holders of such Designated First Lien Indebtedness. The Notes shall in all respects rank pari passu in right of payment with all existing and future Senior Indebtedness of the Issuers, and will be senior in right of payment to all existing and future Subordinated Indebtedness of the Issuers. All provisions of this Article Fourteen shall be subject to Section 1412.

          SECTION 1402. Liquidation, Dissolution, Bankruptcy.

          Upon any payment or distribution of the assets of any Issuer to creditors upon a total or partial liquidation or a total or partial dissolution of any Issuer or in a reorganization of or similar proceeding relating to any Issuer or such Issuer’s property:

     (i) the holders of Designated First Lien Indebtedness of the Issuers shall be entitled to receive payment in full in cash of such Designated First Lien Indebtedness before Holders shall be entitled to receive any payment; and

     (ii) until the Designated First Lien Indebtedness of the Issuers is paid in full in cash, any payment or distribution to which Holders would be entitled but for the subordination provisions of this Indenture shall be made to holders of such Designated First Lien Indebtedness as their interests may appear, except that Holders may receive Permitted Junior Securities.

          SECTION 1403. Default on Designated First Lien Indebtedness of the Issuers.

          The Issuers shall not pay principal of, premium, if any, or interest on the Notes (or pay any other Obligations relating to the Notes, including fees, costs, expenses, indemnities and rescission or damage claims) or make any deposit pursuant to Article Four hereof and may not purchase, redeem or otherwise retire any Notes (collectively, “pay the Notes”) (except in the form of Permitted Junior Securities) if either of the following occurs (a “Payment Default”):

     (i) any Obligation on any Designated First Lien Indebtedness of the Issuers is not paid in full in cash when due (after giving effect to any applicable grace period); or

     (ii) any other default on Designated First Lien Indebtedness of the Issuers occurs and the maturity of such Designated First Lien Indebtedness Notes is accelerated in accordance with its terms;

unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated First Lien Indebtedness has been paid in full in cash; provided, however, that the Issuers shall be entitled to pay the Notes without regard to the foregoing if the Issuers and the Trustee receive written notice approving such payment from the trustee, agent or representative (if any) (the “Representative”) of all Designated First Lien Indebtedness with respect to which the Payment Default has occurred and is continuing.

          During the continuance of any default (other than a Payment Default) (a “Non-Payment Default”) with respect to any Designated First Lien Indebtedness of the Issuers pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Issuers shall not pay the Notes (except in the form of Permitted Junior Securities) for a period (a “Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to

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the Issuers) of written notice (a “Blockage Notice”) of such Non-Payment Default from the Representative of such Designated First Lien Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter. The Payment Blockage Period shall end earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Issuers from the Person or Persons who gave such Blockage Notice; (ii) because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or (iii) because such Designated First Lien Indebtedness has been discharged or repaid in full in cash.

          Notwithstanding the provisions described in the immediately preceding two sentences (but subject to the provisions contained in the first sentence of this Section 1403 and Section 1402 hereof), unless the holders of such Designated First Lien Indebtedness or the Representative of such Designated First Lien Indebtedness shall have accelerated the maturity of such Designated First Lien Indebtedness or a Payment Default has occurred and is continuing, the Issuers shall be entitled to resume paying the Notes after the end of such Payment Blockage Period. The Notes shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period irrespective of the number of defaults with respect to Designated First Lien Indebtedness of the Issuers during such period. However, in no event shall the total number of days during which any Payment Blockage Period or Periods on the Notes is in effect exceed 179 days in the aggregate during any consecutive 360-day period, and there must be at least 181 days during any consecutive 360-day period during which no Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no default that existed or was continuing on the date of delivery of any Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Blockage Notice unless such default shall have been waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of a Blockage Notice, that, in either case, would give rise to a Non-Payment Default pursuant to any provisions under which a Non-Payment Default previously existed or was continuing shall constitute a new Non-Payment Default for this purpose).

          SECTION 1404. Acceleration of Payment of Notes.

          If payment of the Notes is accelerated because of an Event of Default, the Issuers shall promptly notify the holders of Designated First Lien Indebtedness of the Issuers or the Representative of the First Priority Notes of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on the provisions of this Article Fourteen. If any Designated First Lien Indebtedness of the Issuers is outstanding, the Issuers may not pay the Notes until five Business Days after the Representatives of all the issuers of such Designated First Lien Indebtedness receive notice of such acceleration and, thereafter, may pay the Notes only if this Indenture otherwise permits payment at that time.

          SECTION 1405. When Distribution Must Be Paid Over.

          If a distribution is made to Holders that, due to the subordination provisions, should not have been made to them, such Holders are required to hold it in trust for the holders of Designated First Lien Indebtedness of the Issuers and pay it over to them as their interests may appear.

          SECTION 1406. Subrogation.

          After all Designated First Lien Indebtedness of the Issuers is paid in full and until the Notes are paid in full, Holders shall be subrogated to the rights of holders of such Designated First Lien Indebtedness to receive distributions applicable to such Designated First Lien Indebtedness. A distribution made under this Article Fourteen to holders of such Designated First Lien Indebtedness which otherwise would have been made to Holders is not, as between the Issuers and Holders, a payment by the Issuers on such Designated First Lien Indebtedness.

          SECTION 1407. Relative Rights.

          This Article Fourteen defines the relative rights of Holders and holders of Designated First Lien Indebtedness of the Issuers. Nothing in this Indenture shall:

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     (i) impair, as between the Issuers and Holders, the obligation of the Issuers, which is absolute and unconditional, to pay principal of and interest on the Notes in accordance with their terms;

     (ii) prevent the Trustee or any Holder from exercising its available remedies upon a Default, subject to the rights of holders of Designated First Lien Indebtedness of the Issuers to receive payments or distributions otherwise payable to Holders and such other rights of such holders of Designated First Lien Indebtedness as set forth herein; or

     (iii) affect the relative rights of Holders and creditors of the Issuers other than their rights in relation to holders of Designated First Lien Indebtedness.

          SECTION 1408. Subordination May Not Be Impaired by Issuers.

          No right of any holder of Designated First Lien Indebtedness of the Issuers to enforce the subordination of the Indebtedness evidenced by the Notes shall be impaired by any act or failure to act by the Issuers or by its failure to comply with this Indenture.

          SECTION 1409. Rights of Trustee and Paying Agent.

          Notwithstanding Section 1403 hereof, the Trustee or any Paying Agent may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that would prohibit the making of any payments unless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives notice satisfactory to him that payments may not be made under this Article Fourteen. The Issuer, the Note Registrar, the Paying Agent, a Representative or a holder of Designated First Lien Indebtedness of the Issuers shall be entitled to give the notice; provided, however, that, if an issue of Designated First Lien Indebtedness of the Issuers has a Representative, only such Representative shall be entitled to give the notice.

          The Trustee in its individual or any other capacity shall be entitled to hold Designated First Lien Indebtedness of the Issuers with the same rights it would have if it were not Trustee. The Note Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article Fourteen with respect to any Designated First Lien Indebtedness of the Issuers which may at any time be held by it, to the same extent as any other holder of such Designated First Lien Indebtedness, and nothing in Article Five shall deprive the Trustee of any of its rights as such holder. Nothing in this Article Fourteen shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607 hereof or any other Section of this Indenture.

          SECTION 1410. Distribution or Notice to Representative.

          Whenever a distribution is to be made or a notice given to holders of Designated First Lien Indebtedness of the Issuers, the distribution may be made and the notice given to their Representative (if any).

          SECTION 1411. Article Fourteen Not To Prevent Events of Default or Limit Right To Accelerate.

          The failure to make a payment pursuant to the Notes by reason of any provision in this Article Fourteen shall not be construed as preventing the occurrence of a Default. Nothing in this Article Fourteen shall have any effect on the right of the Holders or the Trustee to accelerate the maturity of the Notes.

          SECTION 1412. Trust Moneys Not Subordinated.

          Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Securities held in trust by the Trustee for the payment of principal of and interest on the Notes pursuant to Article Four hereof shall not be subordinated to the prior payment of any Designated First Lien Indebtedness of the Issuers or subject to the restrictions set forth in this Article Fourteen, and none of the Holders shall be obligated to pay over any such amount to the Issuers or any holder of Designated First Lien Indebtedness of the

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Issuers or any other creditor of the Issuers, provided that the subordination provisions of this Article Fourteen were not violated at the time the applicable amounts were deposited in trust pursuant to Article Four hereof.

          SECTION 1413. Trustee Entitled To Rely.

          Upon any payment or distribution pursuant to this Article Fourteen, the Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 1402 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Representatives of Designated First Lien Indebtedness of the Issuers for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Designated First Lien Indebtedness and other Indebtedness of the Issuers, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Fourteen. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Designated First Lien Indebtedness of the Issuers to participate in any payment or distribution pursuant to this Article Fourteen, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Designated First Lien Indebtedness Notes held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article Fourteen, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 601 and 603 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article Fourteen.

          SECTION 1414. Trustee To Effectuate Subordination.

          A Holder by its acceptance of a Note agrees to be bound by this Article Fourteen and authorizes and expressly directs the Trustee, on his behalf, to take such action as may be necessary or appropriate to effectuate the subordination between the Holders and the holders of Designated First Lien Indebtedness of the Issuers as provided in this Article Fourteen and appoints the Trustee as attorney-in-fact for any and all such purposes.

          SECTION 1415. Trustee Not Fiduciary for Holders of Designated First Lien Indebtedness of the Issuers.

          The Trustee shall not be deemed to owe any fiduciary duty to the holders of Designated First Lien Indebtedness of the Issuers and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or the Issuers or any other Person, money or assets to which any holders of Designated First Lien Indebtedness of the Issuers shall be entitled by virtue of this Article Fourteen or otherwise.

          SECTION 1416. Reliance by Holders of Designated First Lien Indebtedness of the Issuers on Subordination Provisions.

          Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Designated First Lien Indebtedness of the Issuers, whether such Designated First Lien Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Designated First Lien Indebtedness and such holder of such Designated First Lien Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, Designated First Lien Indebtedness.

          Without in any way limiting the generality of the foregoing paragraph, the holders of Designated First Lien Indebtedness of the Issuers may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing the subordination provided in this Article Fourteen or the obligations hereunder of the Holders to the holders of Designated First Lien Indebtedness of the Issuers, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Designated First Lien Indebtedness of the Issuers, or otherwise amend or supplement in any manner Designated First Lien Indebtedness of the Issuers, or

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any instrument evidencing the same or any agreement under which Designated First Lien Indebtedness of the Issuers is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Designated First Lien Indebtedness of the Issuers; (iii) release any Person liable in any manner for the payment or collection of Designated First Lien Indebtedness of the Issuers; and (iv) exercise or refrain from exercising any rights against the Issuers and any other Person.

ARTICLE FIFTEEN

SUBORDINATION OF GUARANTEES

          SECTION 1501. Agreement to Subordinate.

          Each Guarantor agrees, and each Holder by accepting a Note agrees, that the obligations of such Guarantor under its Guarantee are subordinated in right of payment, to the extent and in the manner provided in this Article Fifteen, to the prior payment in full of all existing and future Designated First Lien Indebtedness of such Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Designated First Lien Indebtedness. A Guarantor’s obligations under its Guarantee shall in all respects rank pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor and will be senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor, as applicable. All provisions of this Article Fifteen shall be subject to Section 1512.

          SECTION 1502. Liquidation, Dissolution, Bankruptcy.

          Upon any payment or distribution of the assets of a Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Guarantor or in a reorganization of or similar proceeding relating to such Guarantor’s property:

     (i) the holders of Designated First Lien Indebtedness of such Guarantor shall be entitled to receive payment in full in cash of such Designated First Lien Indebtedness before Holders shall be entitled to receive any payment; and

     (ii) until the Designated First Lien Indebtedness of such Guarantor is are paid in full in cash, any payment or distribution to which Holders would be entitled but for the subordination provisions of this Indenture shall be made to holders of such Designated First Lien Indebtedness as their interests may appear, except that Holders may receive Permitted Junior Securities.

          SECTION 1503. Default on Designated First Lien Indebtedness of a Guarantor.

          A Guarantor shall not make any payment pursuant to its Guarantee (or pay any other Obligations relating to its Guarantee, including fees, costs, expenses, indemnities and rescission or damage claims owing to Holders thereof) and may not purchase, redeem or otherwise retire any Notes (collectively, “pay its Guarantee”) (except in the form of Permitted Junior Securities) if either of the following occurs (a “Guarantor Payment Default”):

     (i) any Obligation on any Designated First Lien Indebtedness of such Guarantor is not paid in full in cash when due (after giving effect to any applicable grace period); or

     (ii) any other default on Designated First Lien Indebtedness of such Guarantor occurs and the maturity of such Designated First Lien Indebtedness is accelerated in accordance with its terms;

unless, in either case, the Guarantor Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated First Lien Indebtedness has been paid in full in cash; provided, however, that such Guarantor shall be entitled to pay its Guarantee without regard to the foregoing if such Guarantor and the Trustee

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receive written notice approving such payment from the Representatives of all Designated First Lien Indebtedness with respect to which the Guarantor Payment Default has occurred and is continuing.

          During the continuance of any default (other than a Guarantor Payment Default) (a “Non-Guarantor Payment Default”) with respect to any Designated First Lien Indebtedness of a Guarantor p pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor shall not pay its Guarantee (except in the form of Permitted Junior Securities) for a period (a “Guarantee Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to such Guarantor and the Issuers) of written notice (a “Guarantee Blockage Notice”) of such Non-Guarantor Payment Default from the Representative of such Designated First Lien Indebtedness specifying an election to effect a Guarantee Payment Blockage Period and ending 179 days thereafter. The Guarantee Payment Blockage Period shall end earlier if such Guarantee Payment Blockage Period is terminated (i) by written notice to the Trustee, the relevant Guarantor and the Issuers from the Person or Persons who gave such Guarantee Blockage Notice; (ii) because the default giving rise to such Guarantee Blockage Notice is cured, waived or otherwise no longer continuing; or (iii) because such Designated First Lien Indebtedness has been discharged or repaid in full in cash.

          Notwithstanding the provisions described in the immediately preceding two sentences (but subject to the provisions contained in the first sentence of this Section 1503 and Section 1502 hereof), unless the holders of such Designated First Lien Indebtedness or the Representative of such Designated First Lien Indebtedness shall have accelerated the maturity of such Designated First Lien Indebtedness or a Guarantor Payment Default has occurred and is continuing, the relevant Guarantor shall be entitled to resume paying its Guarantee after the end of such Guarantee Payment Blockage Period. Each Guarantee shall not be subject to more than one Guarantee Payment Blockage Period in any consecutive 360-day period irrespective of the number of defaults with respect to Designated First Lien Indebtedness of the relevant Guarantor during such period. However, in no event shall the total number of days during which any Guarantee Payment Blockage Period or Periods on a Guarantee is in effect exceed 179 days in the aggregate during any consecutive 360-day period, and there must be at least 181 days during any consecutive 360-day period during which no Guarantee Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no default that existed or was continuing on the date of delivery of any Guarantee Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Guarantee Blockage Notice unless such default shall have been waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of a Guarantee Blockage Notice, that, in either case, would give rise to a Non-Guarantor Payment Default pursuant to any provisions under which a Non-Guarantor Payment Default previously existed or was continuing shall constitute a new Non-Guarantor Payment Default for this purpose).

          SECTION 1504. Demand for Payment.

          If payment of the Notes is accelerated because of an Event of Default and a demand for payment is made on a Guarantor pursuant to Article Twelve, the Issuers or such Guarantor shall promptly notify the holders of Designated First Lien Indebtedness of such Guarantor or the Representative of such Designated First Lien Indebtedness of such demand; provided that any failure to give such notice shall have no effect whatsoever on the provisions of this Article Fifteen. If any Designated First Lien Indebtedness of a Guarantor is outstanding, such Guarantor may not pay its Guarantee until five Business Days after the Representatives of all the issuers of such Designated First Lien Indebtedness receive notice of such acceleration and, thereafter, may pay its Guarantee only if this Indenture otherwise permits payment at that time.

          SECTION 1505. When Distribution Must Be Paid Over.

          If a distribution is made to Holders that, due to the subordination provisions, should not have been made to them, such Holders are required to hold it in trust for the holders of Designated First Lien Indebtedness of the relevant Guarantor and pay it over to them as their interests may appear.

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          SECTION 1506. Subrogation.

          After all Designated First Lien Indebtedness of a Guarantor is paid in full and until the Notes are paid in full, Holders shall be subrogated to the rights of holders of such Designated First Lien Indebtedness to receive distributions applicable to such Designated First Lien Indebtedness. A distribution made under this Article Fifteen to holders of such Designated First Lien Indebtedness which otherwise would have been made to Holders is not, as between the relevant Guarantor and Holders, a payment by such Guarantor on such Designated First Lien Indebtedness.

          SECTION 1507. Relative Rights.

          This Article Fifteen defines the relative rights of Holders and holders of Designated First Lien Indebtedness of a Guarantor. Nothing in this Indenture shall:

     (i) impair, as between such Guarantor and Holders, the obligation of such Guarantor, which is absolute and unconditional, to make payments under its Guarantee in accordance with its terms;

     (ii) prevent the Trustee or any Holder from exercising its available remedies upon a default by such Guarantor under its obligations with respect to its Guarantee, subject to the rights of holders of Designated First Lien Indebtedness of such Guarantor to receive payments or distributions otherwise payable to Holders and such other rights of such holders of the Designated First Lien Indebtedness as set forth herein; or

     (iii) affect the relative rights of Holders and creditors of such Guarantor other than their rights in relation to holders of the Designated First Lien Indebtedness.

          SECTION 1508. Subordination May Not Be Impaired by a Guarantor.

          No right of any holder of Designated First Lien Indebtedness of a Guarantor to enforce the subordination of the obligations of such Guarantor under its Guarantee shall be impaired by any act or failure to act by such Guarantor or by its failure to comply with this Indenture.

          SECTION 1509. Rights of Trustee and Paying Agent.

          Notwithstanding Section 1403 hereof, the Trustee or any Paying Agent may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that would prohibit the making of any payments unless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives notice satisfactory to him that payments may not be made under this Article Fifteen. A Guarantor, the Note Registrar, the Paying Agent, a Representative or a holder of Designated First Lien Indebtedness of such Guarantor shall be entitled to give the notice; provided, however, that, if an issue of Designated First Lien Indebtedness of such Guarantor has a Representative, only such Representative shall be entitled to give the notice.

          The Trustee in its individual or any other capacity shall be entitled to hold Designated First Lien Indebtedness of a Guarantor with the same rights it would have if it were not Trustee. The Note Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article Fifteen with respect to any Designated First Lien Indebtedness of a Guarantor which may at any time be held by it, to the same extent as any other holder of such Designated First Lien Indebtedness; and nothing in Article Five shall deprive the Trustee of any of its rights as such holder. Nothing in this Article Fifteen shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607 hereof or any other Section of this Indenture.

          SECTION 1510. Distribution or Notice to Representative.

          Whenever a distribution is to be made or a notice given to holders of Designated First Lien Indebtedness of a Guarantor, the distribution may be made and the notice given to their Representative (if any).

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          SECTION 1511. Article Fifteen Not To Prevent Events of Default or Limit Right To Demand Payment.

          The failure of a Guarantor to make a payment pursuant to its Guarantee by reason of any provision in this Article Fifteen shall not be construed as preventing the occurrence of a default by such Guarantor under its Guarantee. Nothing in this Article Fifteen shall have any effect on the right of the Holders or the Trustee to make a demand for payment on a Guarantor pursuant to Article Twelve hereof.

          SECTION 1512. Trust Moneys Not Subordinated.

          Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Securities held in trust by the Trustee for the payment of principal of and interest on the Notes pursuant to Article Four hereof shall not be subordinated to the prior payment of any Designated First Lien Indebtedness of any Guarantor or subject to the restrictions set forth in this Article Fifteen, and none of the Holders shall be obligated to pay over any such amount to such Guarantor or any holder of Designated First Lien Indebtedness of such Guarantor or any other creditor of such Guarantor, provided that the subordination provisions of this Article Fifteen were not violated at the time the applicable amounts were deposited in trust pursuant to Article Four hereof.

          SECTION 1513. Trustee Entitled To Rely.

          Upon any payment or distribution pursuant to this Article Fifteen, the Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 1502 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Representatives of Designated First Lien Indebtedness of a Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Designated First Lien Indebtedness and other Indebtedness of such Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Fifteen. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Designated First Lien Indebtedness of a Guarantor to participate in any payment or distribution pursuant to this Article Fifteen, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Designated First Lien Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article Fifteen, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 601 and 603 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article Fifteen.

          SECTION 1514. Trustee To Effectuate Subordination.

          A Holder by its acceptance of a Note agrees to be bound by this Article Fifteen and authorizes and expressly directs the Trustee, on his behalf, to take such action as may be necessary or appropriate to effectuate the subordination between the Holders and the holders of Designated First Lien Indebtedness of a Guarantor as provided in this Article Fifteen and appoints the Trustee as attorney-in-fact for any and all such purposes.

          SECTION 1515. Trustee Not Fiduciary for Holders of Designated First Lien Indebtedness of Guarantors.

          The Trustee shall not be deemed to owe any fiduciary duty to the holders of Designated First Lien Indebtedness of a Guarantor and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or such Guarantor or any other Person, money or assets to which any holders of Designated First Lien Indebtedness of such Guarantor shall be entitled by virtue of this Article Fifteen or otherwise.

-90-

          SECTION 1516. Reliance by Holders of Designated First Lien Indebtedness of a Guarantor on Subordination Provisions.

          Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Designated First Lien Indebtedness of a Guarantor, whether such Designated First Lien Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Designated First Lien Indebtedness and such holder of such Designated First Lien Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Designated First Lien Indebtedness.

          Without in any way limiting the generality of the foregoing paragraph, the holders of Designated First Lien Indebtedness of a Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing the subordination provided in this Article Fifteen or the obligations hereunder of the Holders to the holders of Designated First Lien Indebtedness of such Guarantor, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Designated First Lien Indebtedness of such Guarantor, or otherwise amend or supplement in any manner Designated First Lien Indebtedness of such Guarantor, or any instrument evidencing the same or any agreement under which Designated First Lien Indebtedness of such Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Designated First Lien Indebtedness of such Guarantor; (iii) release any Person liable in any manner for the payment or collection of Designated First Lien Indebtedness of such Guarantor; and (iv) exercise or refrain from exercising any rights against such Guarantor and any other Person.

-91-

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

CLEARWIRE COMMUNICATIONS LLC
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

CLEARWIRE FINANCE, INC.
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

[Exchangeable Notes Indenture]

S-1

GUARANTORS: CLEARWIRE LEGACY LLC and CLEARWIRE XOHM LLC
By:	Clearwire Communications, LLC, as manager
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

CLEAR WIRELESS, LLC, CLEARWIRE SPECTRUM HOLDINGS III LLC, CLEARWIRE US LLC and CLEAR MANAGEMENT SERVICES LLC
By:	Clearwire Communications, LLC, as member
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

CLEAR GLOBAL SERVICES LLC and CLEAR PARTNER HOLDINGS LLC
By:	Clear Wireless LLC, as member
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

BILLING LEGACY LLC, CLEARWIRE TELECOMMUNICATIONS SERVICES, LLC, CLEARMEDIA, LLC, FIXED WIRELESS HOLDINGS, LLC, CLEARWIRE SPECTRUM HOLDINGS II LLC and CLEARWIRE SPECTRUM HOLDINGS LLC
By:	Clearwire Legacy LLC, as member
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

WINBEAM LLC
By:	Clearwire US LLC, as member
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

[Exchangeable Notes Indenture]

S-2

AMERICAN TELECASTING DEVELOPMENT, LLC, AMERICAN TELECASTING OF ANCHORAGE, LLC, AMERICAN TELECASTING OF BEND, LLC, FRESNO MMDS ASSOCIATES, LLC, AMERICAN TELECASTING OF COLUMBUS, LLC, AMERICAN TELECASTING OF DENVER, LLC, AMERICAN TELECASTING OF FORT MYERS, LLC, AMERICAN TELECASTING OF FT. COLLINS, LLC, AMERICAN TELECASTING OF GREEN BAY, LLC, AMERICAN TELECASTING OF LANSING, LLC, AMERICAN TELECASTING OF LINCOLN, LLC, AMERICAN TELECASTING LITTLE ROCK, LLC, AMERICAN TELECASTING OF LOUISVILLE, LLC, AMERICAN TELECASTING OF MEDFORD, LLC, AMERICAN TELECASTING OF MICHIANA, LLC, AMERICAN TELECASTING OF MONTEREY, LLC, AMERICAN TELECASTING OF REDDING, LLC, AMERICAN TELECASTING OF SANTA BARBARA, LLC, AMERICAN TELECASTING OF SEATTLE, LLC, AMERICAN TELECASTING OF SHERIDAN, LLC, AMERICAN TELECASTING OF YUBA CITY, LLC, ATI OF SANTA ROSA, LLC, ATI SUB, LLC, NSAC, LLC, ALDA WIRELESS HOLDINGS, LLC, PCTV GOLD II, LLC, PCTV OF SALT LAKE CITY, LLC, PCTV SUB, LLC, PEOPLE’S CHOICE TV OF ALBUQUERQUE, LLC, PEOPLE’S CHOICE TV OF HOUSTON, LLC, PEOPLE’S CHOICE TV OF ST. LOUIS, LLC, SPEEDCHOICE OF DETROIT, LLC, SPEEDCHOICE OF PHOENIX, LLC, ATL MDS, LLC, BAY AREA CABLEVISION, LLC, BROADCAST CABLE, LLC, SCC X, LLC, SPRINT (BAY AREA), LLC, TDI ACQUISITION SUB, LLC, TRANSWORLD TELECOM II, LLC, WAVEPATH SUB, LLC, WBS OF AMERICA, LLC, WBS OF SACRAMENTO, LLC, WBSY LICENSING, LLC, WBSFP LICENSING, LLC, WCOF, LLC, WIRELESS BROADBAND SERVICES OF AMERICA, LLC and KENNEWICK LICENSING, LLC

By:	Clearwire XOHM LLC, as manager
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

[Exchangeable Notes Indenture]

S-3

WILMINGTON TRUST FSB, as Trustee
By:	/s/ Jane Schweiger
	Name:	Jane Schweiger
	Title:	Vice President

[Exchangeable Notes Indenture]

S-4

Guarantors

Clearwire Legacy LLC, a Delaware limited liability company;
Clearwire XOHM LLC, a Delaware limited liability company;
Fixed Wireless Holdings, LLC, a Delaware limited liability company;
Alda Wireless Holdings, LLC, a Delaware limited liability company;
American Telecasting Development, LLC, a Delaware limited liability company;
American Telecasting of Anchorage, LLC, a Delaware limited liability company;
American Telecasting of Bend, LLC, a Delaware limited liability company;
American Telecasting of Columbus, LLC, a Delaware limited liability company;
American Telecasting of Denver, LLC, a Delaware limited liability company;
American Telecasting of Fort Myers, LLC, a Delaware limited liability company;
American Telecasting of Ft. Collins, LLC, a Delaware limited liability company;
American Telecasting of Green Bay, LLC, a Delaware limited liability company;
American Telecasting of Lansing, LLC, a Delaware limited liability company;
American Telecasting of Lincoln, LLC, a Delaware limited liability company;
American Telecasting of Little Rock, LLC, a Delaware limited liability company;
American Telecasting of Louisville, LLC, a Delaware limited liability company;
American Telecasting of Medford, LLC, a Delaware limited liability company;
American Telecasting of Michiana, LLC, a Delaware limited liability company;
American Telecasting of Monterey, LLC, a Delaware limited liability company;
American Telecasting of Redding, LLC, a Delaware limited liability company;
American Telecasting of Santa Barbara, LLC, a Delaware limited liability company;
American Telecasting of Seattle, LLC, a Delaware limited liability company;
American Telecasting of Sheridan, LLC, a Delaware limited liability company;
American Telecasting of Yuba City, LLC, a Delaware limited liability company;
ATI of Santa Rosa, LLC, a Delaware limited liability company;
ATI Sub, LLC, a Delaware limited liability company;
ATL MDS, LLC, a Delaware limited liability company;
Bay Area Cablevision, LLC, a Delaware limited liability company;
Broadcast Cable, LLC, a Delaware limited liability company;
Fresno MMDS Associates, LLC, a Delaware limited liability company;
Kennewick Licensing, LLC, a Delaware limited liability company;
NSAC, LLC, a Delaware limited liability company;
PCTV Gold II, LLC, a Delaware limited liability company;
PCTV of Salt Lake City, LLC, a Delaware limited liability company;
PCTV Sub, LLC, a Delaware limited liability company;
People’s Choice TV of Albuquerque, LLC, a Delaware limited liability company;
People’s Choice TV of Houston, LLC, a Delaware limited liability company;
People’s Choice TV of St. Louis, LLC, a Delaware limited liability company;
SCC X, LLC, a Delaware limited liability company;
SpeedChoice of Detroit, LLC, a Delaware limited liability company;
SpeedChoice of Phoenix, LLC, a Delaware limited liability company;
Sprint (Bay Area), LLC, a Delaware limited liability company;
TDI Acquisition Sub, LLC, a Delaware limited liability company;
Transworld Telecom II, LLC, a Delaware limited liability company;
Wavepath Sub, LLC, a Delaware limited liability company;
WBSFP Licensing, LLC, a Delaware limited liability company;
WBS of America, LLC, a Delaware limited liability company;
WBS of Sacramento, LLC, a Delaware limited liability company;
WBSY Licensing, LLC, a Delaware limited liability company;
WCOF, LLC, a Delaware limited liability company;
Wireless Broadband Services of America, LLC, a Delaware limited liability company;
Billing Legacy LLC, a Missouri limited liability company;
ClearMedia, LLC, a Nevada limited liability company;

Subsidiary Guarantors-1

Clearwire US LLC, a Nevada limited liability company;
Clearwire Spectrum Holdings LLC, a Nevada limited liability company;
Clearwire Spectrum Holdings II LLC, a Nevada limited liability company;
Clearwire Spectrum Holdings III LLC, a Nevada limited liability company;
Clearwire Telecommunications Services, LLC, a Nevada limited liability company;
Clear Global Services LLC, a Nevada limited liability company;
Clear Partner Holdings LLC, a Nevada limited liability company;
Clear Wireless LLC, a Nevada limited liability company;
Winbeam LLC, a Nevada limited liability company; and
Clear Management Services, LLC, a Nevada limited liability company

Subsidiary Guarantors-2

EXHIBIT A

[FACE OF NOTE]

CLEARWIRE COMMUNICATIONS LLC
and
CLEARWIRE FINANCE, INC.

8.25% Exchangeable Note due 2040

No. CUSIP No.
$

          CLEARWIRE COMMUNICATIONS LLC, a Delaware limited liability company (the “Company”) and CLEARWIRE FINANCE, INC., a Delaware corporation (“Finance Co” and, together with the Company, the “Issuers,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, promise to pay to Cede & Co., or its registered assigns, the principal sum of              Dollars ($           ), on December 1, 2040.

Interest Rate:	8.25% per annum.
Interest Payment Dates:	June 1 and December 1 of each year commencing June 1, 2011.
Regular Record Dates:	May 15 and November 15 of each year.

          Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

A-1

          IN WITNESS WHEREOF, the Issuers have caused this Note to be signed manually or by facsimile by its duly authorized officers.

CLEARWIRE COMMUNICATIONS LLC
By:
	Name:
	Title:
By:
	Name:
	Title:
CLEARWIRE FINANCE, INC.
By:
	Name:
	Title:
By:
	Name:
	Title:

A-2

(Form of Trustee’s Certificate of Authentication)

          This is one of the 8.25% Exchangeable Notes due 2040 referred to in the within-mentioned Indenture.

WILMINGTON TRUST FSB as Trustee
By:
	Authorized Signatory

Dated: _______________

A-3

[REVERSE SIDE OF NOTE]

CLEARWIRE COMMUNICATIONS LLC
and
CLEARWIRE FINANCE, INC.

8.25% Exchangeable Note due 2040

1. Principal and Interest; Subordination.

          The Issuers will pay the principal of this Note on December 1, 2040.

          The Issuers promise to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 8.25% per annum (subject to adjustment as provided below).

          Interest will be payable semi-annually (to the Holders of record of the Notes (or any Predecessor Notes) at the close of business on May 15 or November 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing June 1, 2011.

          Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from December 8, 2010; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

          The Issuers shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum equal to the rate of interest applicable to the Notes plus one percent.

          The payment of all Obligations owing in respect of the Notes is subordinated in right of payment, to the extent and in the manner provided in Article Fourteen of the Indenture, to the prior payment in full of all existing and future Designated First Lien Indebtedness of the Issuers and the subordination is for the benefit of and enforceable by the holders of such Designated First Lien Indebtedness.

2. Method of Payment.

          The Issuers will pay interest (except defaulted interest) on the principal amount of the Notes on each June 1 and December 1 to the Persons who are Holders (as reflected in the Note Register at the close of business on May 15 and November 15 immediately preceding the Interest Payment Date), in each case, even if the Note is cancelled on registration of transfer or registration of exchange after such Regular Record Date; provided that, with respect to the payment of principal, the Issuers will make payment to the Holder that surrenders this Note to any Paying Agent on or after December 1, 2040.

          The Issuers will pay principal (premium, if any) and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Issuers may pay principal (premium, if any) and interest by its check payable in such money. The Issuers may pay interest on the Notes either (a) by mailing a check for such interest to a Holder’s registered address (as reflected in the Note Register) or (b) by wire transfer to an account located in the United States maintained by the payee. If a payment date is a date other than a Business Day at a place of payment, payment may be made at that place on the next succeeding day that is a Business Day and no interest shall accrue for the intervening period.

A-4

3. Paying Agent, Exchange Agent and Note Registrar.

          Initially, the Trustee will act as Paying Agent, Exchange Agent and Note Registrar. The Issuers may change any Paying Agent, Exchange Agent or Note Registrar upon written notice thereto. The Issuers, any Subsidiary or any Affiliate of any of them may act as Paying Agent, Exchange Agent, Note Registrar or co-registrar.

4. Indenture; Limitations.

          The Issuers issued the Notes under an Indenture dated as of December 8, 2010 (the “Indenture”), among the Issuers, the Guarantors and Wilmington Trust FSB, as trustee (the “Trustee”). Capitalized terms herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture shall control.

5. Redemption.

          The Issuers shall have the right to redeem the Notes for cash, in whole or in part, at any time or from time to time, on or after December 1, 2017 upon the notice set forth in Section 1105 at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date; provided, however that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Issuer will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the Close of Business on the corresponding Regular Record Date (instead of the Holder surrendering its Notes for redemption) and the Redemption Price shall be equal to 100% of the principal amount of the Notes to be redeemed.

          The Notes are not subject to redemption through the operation of any sinking fund.

6. Repurchase.

          Repurchase of Notes at Option of the Holders on Specified Dates. At the option of the Holder thereof, Notes shall be repurchased by the Issuers for cash in accordance with the provisions herein on each of December 1, 2017, December 1, 2025, December 1, 2030 or December 1, 2035 at a repurchase price per Note equal to 100% of the aggregate principal amount of the Notes being repurchased, together with any accrued and unpaid interest up to, but not including, such Put Right Repurchase Date, unless the Put Right Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Issuers shall instead pay the full amount of accrued and unpaid interest to Holders of record as of the preceding Regular Record Date and the Put Right Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased.

          Repurchase at Option of Holders Upon a Fundamental Change. If a Fundamental Change occurs at any time, each Holder shall have the right, at such Holder’s option, to require the Issuers to repurchase all of such Holder’s Notes, or any portion thereof that is equal to $1,000 or an integral multiple of $1,000, on the date specified by the Issuers that is not less than 20 calendar days nor more than 35 calendar days (or such longer period required by law) following the date of the Fundamental Change Issuer Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date, unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Issuers shall instead pay the full amount of accrued and unpaid interest to Holders of record as of the preceding Regular Record Date and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased.

A-5

7. Exchange.

          Subject to and upon compliance with the provisions of the Indenture, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the Business Day immediately preceding the Maturity Date, at an initial exchange rate of 141.2429 shares of Common Stock (equivalent to an initial exchange price of approximately $7.08 per share) (subject to adjustment as provided in the Indenture) per $1,000 principal amount of Notes (subject to the settlement provisions in 1302, Sections 1303 and 1304 of the Indenture). The Issuers shall settle each exchange of Notes in cash or shares of Common Stock, at the Issuers’ option. The Issuers shall not issue any fractional share of Common Stock upon exchange of the Notes and shall instead pay cash in lieu of any fractional share of Common Stock issuable upon exchange based on the Last Reported Sale Price of the Common Stock on the last day of the applicable Observation Period.

8. Denominations; Transfer; Exchange.

          The Notes are in registered form without coupons, in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. A Holder may register the transfer or exchange of Notes in accordance with the Indenture. The Note Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Note Registrar need not register the transfer or exchange of any Notes selected for redemption (except the unredeemed portion of any Note being redeemed in part).

8. Persons Deemed Owners.

          A registered Holder may be treated as the owner of a Note for all purposes.

9. Unclaimed Money.

          If money for the payment of principal (premium, if any) or interest remains unclaimed for two years, the Trustee and the Paying Agent will pay the money back to the Issuers at their written request. After that, Holders entitled to the money must look to the Issuers for payment, unless an abandoned property law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

10. Discharge Prior to Redemption, Repurchase, Exchange or Maturity.

          If the Issuers irrevocably deposit, or cause to be deposited, with the Trustee money or Government Securities sufficient to pay the then outstanding principal of (premium, if any) and accrued interest on the Notes to Redemption, Repurchase, Exchange or Maturity Date, the Issuers will be discharged from its obligations under the Indenture and the Notes, except in certain circumstances for certain covenants thereof.

11. Amendment; Supplement; Waiver.

          Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Notes, and any existing Default or compliance with any provision may be waived with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Notes. Without notice to or the consent of any Holder, the parties thereto may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency and make any change that does not adversely affect the rights of any Holder.

12. Successor Persons.

          When a successor Person or other entity assumes all the obligations of its predecessor under the Notes and the Indenture, the predecessor Person will be released from those obligations.

A-6

13. Remedies for Events of Default.

          If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Notes may declare all the Notes to be immediately due and payable. If a bankruptcy or insolvency default with respect to the Issuers or any Guarantor that is a Significant Subsidiary occurs and is continuing, the Notes automatically become immediately due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity reasonably satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of at least a majority in aggregate principal amount of the Outstanding Notes may direct the Trustee in its exercise of any trust or power.

14. Guarantees.

          The Issuers’ obligations under the Notes are fully, irrevocably and unconditionally guaranteed on a senior basis, to the extent set forth in the Indenture, by each of the Guarantors. Each Guarantee is expressly subordinated to Designated First Lien Indebtedness as described in Article Fifteen of the Indenture.

15. Trustee Dealings with Issuers.

          The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may make loans to, accept deposits from, perform services for, and otherwise deal with, the Issuers and their Affiliates as if it were not the Trustee.

16. Authentication.

          This Note shall not be valid until the Trustee signs the certificate of authentication on the other side of this Note.

17. Abbreviations.

          Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

          The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to CLEARWIRE COMMUNICATIONS LLC, 4400 Carillon Point, Kirkland, Washington 98033, Attention: General Counsel, or CLEARWIRE FINANCE, INC., 4400 Carillon Point, Kirkland, Washington 98033, Attention: General Counsel.

A-7

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.

Date:                                         

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:                                         

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-8

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

          The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

			Principal Amount
	Amount of decrease	Amount of increase	of this Global Note	Signature of authorized
	in Principal Amount	in Principal Amount	following such	signatory of Trustee
Date of Exchange	of this Global Note	of this Global Note	decrease (or increase)	or Custodian

* This schedule should be included only if the Note is issued in global form.

A-9

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Clearwire Communications LLC
4400 Carillon Point
Kirkland, Washington 98033

Clearwire Finance, Inc.
4400 Carillon Point
Kirkland, Washington 98033

Wilmington Trust FSB
Corporate Capital Markets
50 South Sixth Street, Suite 1290
Minneapolis, MN 55402-1544
Fax: (612) 217-5651
Attention: Clearwire Communications LLC

     Administrator

Re: 8.25% Exchangeable Notes due 2040

          Reference is hereby made to the Indenture, dated as of December 8, 2010 (the “Indenture”), among Clearwire Communications LLC (the “Company”), Clearwire Finance, Inc. (“Finance Co,” and together with the Company, the “Issuers”), the Guarantors party thereto and Wilmington Trust FSB, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                    (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $ in such Note[s] or interests (the “Transfer”), to (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. o Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

2. o Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on

B-1

or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

3. o Check and complete if Transferee will take delivery of a beneficial interest in a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

     (a) o such Transfer is being effected to the Issuers or a subsidiary thereof;

or

     (b) o such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Notes and in the Indenture and the Securities Act.

          This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:                                         

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ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(i) o a beneficial interest in the:

(i)	o 144A Global Note (CUSIP     ), or
(ii)	o Regulation S Global Note (CUSIP     ), or

(b) o a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

(a) o a beneficial interest in the:

(i)	o 144A Global Note (CUSIP     ), or
(ii)	o Regulation S Global Note (CUSIP     ), or

(b) o a Restricted Definitive Note,

in accordance with the terms of the Indenture.

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EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Clearwire Communications LLC
4400 Carillon Point
Kirkland, Washington 98033

Clearwire Finance, Inc.
4400 Carillon Point
Kirkland, Washington 98033

Wilmington Trust FSB
50 South Sixth Street, Suite 1290
Minneapolis, MN 55402-1544

Re: 8.25% Exchangeable Notes due 2040

(CUSIP          )

          Reference is hereby made to the Indenture, dated as of December 8, 2010 (the “Indenture”), among Clearwire Communications LLC (the “Company”), Clearwire Finance, Inc. (“Finance Co,” and together with the Company, the “Issuers”), the Guarantors party thereto and Wilmington Trust FSB, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                    , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $        in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

          1. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

          (a) o Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note, In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer, Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

          (b) o Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note, In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] 144A Global Note, Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States, Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

          This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.

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[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:                                         

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EXHIBIT D

FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS

          SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of           , 20 , among (the “New Guarantor”), a subsidiary of (or its permitted successor), a [Delaware] corporation (the “Company”), Clearwire Communications LLC and Clearwire Finance, Inc. (and together with the Company, the “Issuers”) and Wilmington Trust FSB, as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

          WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of December 8, 2010 providing for the issuance of 8.25% Exchangeable Notes due 2040 (the “Notes”);

          WHEREAS, the Indenture provides that under certain circumstances the New Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Guarantee”); and

          WHEREAS, pursuant to Section 901 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

          NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

          1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

          2. AGREEMENT TO GUARANTEE. The New Guarantor hereby agrees as follows:

     (a) The New Guarantor hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. The New Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

     (b) The New Guarantor agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Obligations pursuant to Article Twelve of the Indenture on a senior basis.

          3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the New Guarantor, as such, shall have any liability for any obligations of the Issuers or any New Guarantor under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

          4. NEW YORK LAW TO GOVERN. SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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          5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

          6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

          7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the New Guarantor and the Issuers.

          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated: ____________, 20___

[NEW GUARANTOR]
By:
	Name:
	Title:
CLEARWIRE COMMUNICATIONS LLC
By:
	Name:
	Title:
CLEARWIRE FINANCE, INC.
By:
	Name:
	Title:
WILMINGTON TRUST FSB as Trustee
By:
	Authorized Signatory

D-2

EXHIBIT E

INCUMBENCY CERTIFICATE

          The undersigned,        , being the            of          (the “Issuers”) does hereby certify that the individuals listed below are qualified and acting officers of the Issuers as set forth in the right column opposite their respective names and the signatures appearing in the extreme right column opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Wilmington Trust FSB as Trustee under the Indenture dated as of      , 20 , by and between the Issuers and Wilmington Trust FSB.

Name Title Signature

          IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate as of the day of      , 20 .

Name:  

Title:  

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EXHIBIT F

FORM OF NOTICE OF EXCHANGE

Clearwire Communications LLC
4400 Carillon Point
Kirkland, Washington 98033

Clearwire Finance, Inc.
4400 Carillon Point
Kirkland, Washington 98033

Wilmington Trust FSB
50 South Sixth Street, Suite 1290
Minneapolis, MN 55402-1544

          The undersigned registered owner of this Note hereby exercises the option to exchange this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such exchange, and any Notes representing any unexchanged principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not exchanged are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer or similar taxes in accordance with Section 1303 of the Indenture.

          The undersigned hereby certifies that [CHECK ONE OF (1), (2) OR (3)]:

     (1) o The beneficial owner of the Note(s) upon whose behalf the option to exchange is being made is a “qualified institutional buyer” within the meaning of Rule 144A or the Note(s) are being exchanged for one or more accounts by a Person who exercises sole investment discretion and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A;

     (2) o The beneficial owner of the Note(s) upon whose behalf the option to exchange is being made is a “non-U.S. person” within the meaning of Regulation S under the Securities Act; or

     (3) o Neither of the foregoing.

The undersigned agrees to provide to the Issuers additional information upon request to enable the Issuers to determine whether the issuance of Common Stock, if any, upon settlement of the exchange qualifies for an exemption from the registration requirements of the Securities Act.

Dated: ___________

Signature(s)

F-1

Signature Guarantee

Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder:

Please print name and address:

(Name) 

(Street Address) 

(City, State and Zip Code) 

Principal amount to be exchanged (if less than all): $______.000

NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

Social Security or Other Taxpayer Identification Number

F-2

EXHIBIT G

FORM OF REPURCHASE NOTICE

Clearwire Communications LLC
4400 Carillon Point
Kirkland, Washington 98033

Clearwire Finance, Inc.
4400 Carillon Point
Kirkland, Washington 98033

Wilmington Trust FSB
50 South Sixth Street, Suite 1290
Minneapolis, MN 55402-1544

          The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Clearwire Communications LLC and Clearwire Finance, Inc. (collectively, the “Issuers”) regarding the right of Holders to elect to require the Issuers to repurchase the Notes and requests and instructs the Issuers to pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) the entire principal amount of this Note, as the case may be, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) with respect to a Fundamental Change, if such Fundamental Change Repurchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Repurchase Date.

          In the case of Definitive Notes, the certificate numbers of the Notes to be repurchased are as set forth below:

Dated: ________________

Signature(s)

Social Security or Other Taxpayer
Identification Number

Principal amount to be repaid (if less than all):
$______.000

NOTICE: The above signature(s) of the Holder(s) hereof must
correspond with the name as written upon the face of the Note
in every particular without alteration or enlargement or any
change whatever.

G-1

EX-4.3

Exhibit 4.3

REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is made and entered into as of December 8, 2010 among CLEARWIRE CORPORATION, a Delaware Corporation (the “Parent” ), CLEARWIRE COMMUNICATIONS LLC, a Delaware limited liability company (the “Company” ), and CLEARWIRE FINANCE, INC., a Delaware corporation (“Finance Co” and, together with the Company, the “Issuers”), the entities listed on Schedule 2 to the Purchase Agreement (the “Guarantors”) and J.P. MORGAN SECURITIES LLC, as representative (the “Representative”) of the several initial purchasers listed on Schedule 1 to the Purchase Agreement (as defined below) (the “Initial Purchasers”).

     The Issuers, the Parent, the Guarantors and the Initial Purchasers are parties to a Purchase Agreement, dated December 3, 2010 (the “Purchase Agreement” ), which provides for (i) the sale by the Issuers to the Initial Purchasers of $650,000,000 aggregate principal amount of the Issuers’ 8.25% Exchangeable Notes due 2040 (the “Firm Notes”), and (ii) the grant of an option by the Issuers to the Initial Purchasers to purchase up to an additional $100,000,000 principal amount of the Issuers’ 8.25% Exchangeable Notes due 2040 (the “Additional Notes”). The Firm Notes and the Additional Notes are hereinafter collectively referred to as the “Notes.”

     In order to induce the Initial Purchasers to enter into the Purchase Agreement, each of the Issuers, the Guarantors and the Parent has agreed to provide to the Initial Purchasers and their respective direct and indirect transferees the registration rights set forth in this Agreement.

     In consideration of the foregoing, the parties hereto agree as follows:

     1. Definitions. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Purchase Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings:

     “Advice” shall have the meaning set forth in the last paragraph of Section 3 hereof.

     “Affiliate” has the same meaning as given to that term in Rule 405 under the Securities Act or any successor rule thereunder.

     “Automatic Shelf Registration Statement” shall mean a Registration Statement filed by a Well-Known Seasoned Issuer which shall become effective upon filing thereof pursuant to General Instruction I.D of Form S-3.

     “Business Day” means any day other than a Saturday, a Sunday, or a day on which banking institutions in New York, New York are authorized or required by law or executive order to remain closed.

     “Common Shares” means the shares of common stock of the Parent, par value $0.0001 per share, deliverable at the Issuers’ option upon exchange of the Notes.

     “Company” shall have the meaning set forth in the preamble to this Agreement and also includes the Company’s successors and permitted assigns.

     “Closing Time” shall mean the Closing Time as defined in the Purchase Agreement.

     “Effective Date” shall mean the date the initial Shelf Registration Statement becomes effective or, in the case of designation of an Automatic Shelf Registration Statement as the Shelf Registration Statement, the date a Prospectus is first made available thereunder for use by the Holders.

     “Effectiveness Deadline” shall mean the 180th day following the Issue Date.

     “Effectiveness Period” shall have the meaning set forth in Section 2(a)(iv) hereof.

     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the SEC thereunder.

     “Filing Deadline” shall mean the 90th day following the Issue Date.

     “Finance Co” shall have the meaning set forth in the preamble to this Agreement and also includes the Finance Co’s successors and permitted assigns.

     “FINRA” means the Financial Industry Regulatory Authority, Inc.

     “Holder” shall mean the Initial Purchasers, for so long as the Initial Purchasers own any Registrable Securities, and the Initial Purchasers’ respective successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities.

     “Indemnified Person” shall have the meaning set forth in Section 4(c) hereof.

     “Indemnifying Person” shall have the meaning set forth in Section 4(c) hereof.

     “Indenture” shall mean the Indenture dated as of December 8, 2010 between the Issuers, the Guarantors and the Trustee, pursuant to which the Notes are being issued, and in accordance with which the Common Shares may be issued, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof.

     “Initial Purchasers” shall have the meaning set forth in the preamble to this Agreement.

     “Inspectors” shall have the meaning set forth in Section 3(j) hereof.

     “Issue Date” shall mean December 8, 2010, the date of original issuance of the Notes.

     “Liquidated Damages” shall have the meaning set forth in Section 2(e) hereof.

     “Majority Holders” shall mean the Holders collectively holding a majority of the aggregate principal amount of outstanding Notes or the number of outstanding Common Shares, as the context requires.

     “Notes” shall have the meaning set forth in the preamble to this Agreement.

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     “Parent” shall have the meaning set forth in the preamble to this Agreement and also includes the Parent’s successors and permitted assigns.

     “Person” shall mean an individual, partnership, corporation, trust or unincorporated organization, limited liability corporation, or a government or agency or political subdivision thereof.

     “Prospectus” shall mean the prospectus included in a Shelf Registration Statement, including any preliminary prospectus, any issuer “free writing prospectus,” as such term is defined in Rule 433 under the 1933 Act, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to a prospectus, including post-effective amendments, and, in each case, including all documents incorporated by reference therein.

     “Purchase Agreement” shall have the meaning set forth in the preamble to this Agreement.

     “Questionnaire” shall have the meaning set forth in Section 2(a)(ii) hereof.

     “Records” shall have the meaning set forth in Section 3(j) hereof.

     “Registration Default” shall have the meaning set forth in Section 2(e) hereof.

     “Registrable Securities” shall mean the Common Shares; provided, however, that the Common Shares shall cease to be Registrable Securities upon the earliest of (l) a Shelf Registration Statement with respect to such Common Shares for the resale thereof having been declared effective under the Securities Act and such Common Shares having been disposed of pursuant to such Shelf Registration Statement, (2) such Common Shares having become eligible to be sold without restriction as contemplated by Rule 144 under the Securities Act by a Person who is not an Affiliate of either Issuer or the Parent, or (3) such Common Shares having ceased to be outstanding.

     “Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the Issuers, the Guarantors and the Parent with this Agreement, including without limitation: (i) all SEC or FINRA registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of one counsel for Holders as a group (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) in connection with blue sky qualification of any of the Registrable Securities) and compliance with the rules of FINRA, (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Shelf Registration Statement, any Prospectus and any amendments or supplements thereto, and in preparing or assisting in preparing, printing and distributing any securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) the reasonable fees and disbursements of the Trustee and its counsel, (vi) the fees and disbursements of counsel for the Issuers, the Guarantors, the Parent and, in the case of a Shelf Registration Statement, the reasonable fees and disbursements of one counsel for the Holders (which counsel shall be selected by

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the Majority Holders and which counsel may also be counsel for the Initial Purchasers), (vii) the fees and disbursements of the independent certified public accountants of the Issuers, the Guarantors and the Parent, including the expenses of any “comfort” letters required by or incident to the performance of and compliance with this Agreement, and (viii) the reasonable fees and expenses of any special experts retained by the Issuers, the Guarantors or the Parent in connection with the Shelf Registration Statement.

     “Representative” shall have the meaning set forth in the preamble to this Agreement.

     “SEC” shall mean the Securities and Exchange Commission.

     “Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

     “Shelf Registration” shall mean a registration effected pursuant to Section 2(a) hereof.

     “Shelf Registration Statement” shall mean a “shelf” registration statement of the Parent pursuant to the provisions of Section 2(a) hereof which covers Registrable Securities on Form S-3 or, if not then available to the Parent, on another appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all documents incorporated by reference therein.

     “Suspension Period” shall have the meaning set forth in Section 2(a)(iv).

     “Trustee” shall mean the trustee with respect to the Notes under the Indenture.

     “Well-Known Seasoned Issuer” shall have the meaning set forth in Rule 405 under the Securities Act.

     2. Registration Under the Securities Act.

     (a) Shelf Registration.

          (i) The Parent shall file or cause to be filed (or otherwise designate an existing Shelf Registration Statement previously filed with the SEC, if applicable, as) a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities, as promptly as practicable but in any event on or prior to the Filing Deadline. If the Shelf Registration Statement is not an Automatic Shelf Registration Statement, the Parent shall use its reasonable best efforts to have such Shelf Registration Statement declared effective by the SEC as promptly as practicable after filing thereof, but in any event on or prior to the Effectiveness Deadline. If the Shelf Registration Statement is an Automatic Shelf Registration Statement, the Parent shall use its reasonable best efforts to prepare and file a supplement to the Prospectus to cover resales of the Registrable Securities by the Holders as promptly as practicable after filing thereof, but in any event on or prior to the Effectiveness Deadline.

          (ii) Notwithstanding any other provision hereof, no Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration

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Statement pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and the Holder furnishes to the Issuers and the Parent a fully completed notice and questionnaire in the form attached hereto as Appendix A (the “Questionnaire”) and such other information in writing as the Issuers and the Parent may reasonably request in writing for use in connection with the Shelf Registration Statement or Prospectus included therein and in any application to be filed with or under state securities laws. Each of the Issuers and the Parent shall issue a press release through a reputable national newswire service of its filing (or intention to designate an Automatic Shelf Registration Statement, if applicable, as) the Shelf Registration Statement and of the anticipated Effective Date thereof. In order to be named as a selling securityholder in the Prospectus at the time it is first made available for use, each Holder must furnish the completed Questionnaire and such other information that the Issuers and the Parent may reasonably request in writing, if any, to the Issuers and the Parent in writing no later than the tenth Business Day prior to the anticipated Effective Date as announced in the press release. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Issuers and the Parent all information with respect to such Holder necessary to make the information previously furnished to the Issuers and the Parent by such Holder not materially misleading.

          (iii) From and after the Effective Date, upon receipt of a completed Questionnaire and such other information that the Issuers and the Parent may reasonably request in writing, if any, each of the Issuers and the Parent will use its reasonable best efforts to file as promptly as reasonably practicable but in any event on or prior to the tenth Business Day after receipt of such information (or, if a Suspension Period is then in effect or initiated within five Business Day following the date of receipt of such information, the tenth Business Day following the end of such Suspension Period) either (i) if then permitted by the Securities Act or the rules and regulations thereunder (or then-current SEC interpretations thereof), a supplement to the Prospectus naming such Holder as a selling securityholder and containing such other information as necessary to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Common Shares, or (ii) if it is not then permitted under the Securities Act or the rules and regulations thereunder (or then-current SEC interpretations thereof) to name such Holder as a selling securityholder in a supplement to the Prospectus, a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement as necessary for such Holder to be named as a selling securityholder in the Prospectus contained therein to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Common Shares (subject, in the case of either clause (i) or clause (ii), to the Issuers’ and the Parent’s right to suspend use of the Shelf Registration Statement as described in Section 2(a)(iv) hereof). The Issuers and the Parent shall not be required to file more than three supplements to the Prospectus, post-effective amendments or additional Shelf-Registration Statements in any fiscal quarter for all Holders.

          (iv) The Parent agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective and the Prospectus usable for resales until there are no Registrable Securities outstanding (the “Effectiveness Period” ); provided, however, that for an aggregate of 45 days or less (whether or not consecutive) in any three-month period, and for an aggregate of 90 days or less (whether or not consecutive) in any 12-month period, the Issuers and the Parent shall be permitted, by giving written notice to the Holders of Registrable Securities, to suspend sales thereof if the Shelf Registration Statement is no longer effective or usable for resales due to circumstances relating to pending corporate developments, public filings with the

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SEC and similar events, or because the Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make statements therein not misleading (any period of suspension hereunder, a “Suspension Period”). The Issuers and the Parent need not specify the nature of the event giving rise to a suspension in any notice to Holders of the existence of such a suspension. Each Holder, by its accepting of the Notes, agrees to hold any such suspension notice in response to a notice of a proposed sale in confidence. However, if the disclosure giving rise to a Suspension Period relates to a proposed or pending material business transaction, the disclosure of which the board of directors of the Parent determines in good faith would be reasonably likely to impede the Parent’s ability to consummate such transaction, or would otherwise be seriously detrimental to the Parent and its subsidiaries taken as whole, the Issuers and the Parent may extend the Suspension Period from 45 days to 60 days in any three-month period or from 90 days to 120 days in any 12-month period. If any Shelf Registration Statement ceases to be effective or usable for resales by Holders for any reason (other than by reason of any such Holder’s failure to provide a Questionnaire, in which case the provisions of Section 2(a)(ii) or 2(a)(iii) hereof shall apply) at any time during the Effectiveness Period, each of the Issuers and the Parent shall, subject to the proviso above relating to Suspension Periods, use its reasonable best efforts to promptly cause such Shelf Registration Statement to become effective under the Securities Act, and in any event shall, within ten Business Days of such cessation of effectiveness or usability (or if applicable after the end of the Suspension Period), (i) file with the SEC one or more supplements to the Prospectus, post-effective amendments or reports under the Exchange Act in a manner reasonably expected to obtain the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement, or (ii) file with the SEC an additional Shelf Registration Statement. If a post-effective amendment or an additional Shelf Registration Statement is filed, Parent shall use its reasonable best efforts to (A) cause such post-effective amendment or Shelf Registration Statement to become effective under the Securities Act as promptly as practicable after such filing, but in no event later than 30 days, in the case of a post-effective amendment, and 60 days, in the case of a Shelf Registration Statement, after the date Parent is required to file such post-effective amendment or new Shelf Registration Statement, and (B) keep such post-effective amendment or Shelf Registration Statement continuously effective until the end of the Effectiveness Period.

          (v) If the Shelf Registration Statement is not an Automatic Shelf Registration Statement, the Issuers and the Parent shall not permit any securities other than (i) the Parent’s issued and outstanding securities currently possessing registration rights and (ii) the Registrable Securities to be included in the Shelf Registration. The Issuers and the Parent will provide to each Holder named therein a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder of the Effective Date and take such other actions as are required to permit unrestricted resales of the Registrable Securities by such Holder. Each of the Issuers and the Parent further agrees to supplement or amend the Shelf Registration Statement or supplement the Prospectus if and as required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Parent for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and each of the Issuers and the Parent agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

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     (b) Listing. The Parent will use reasonable efforts to cause the Common Shares issuable upon exchange of the Notes to be listed or otherwise eligible for full trading privileges on the principal national securities exchange (currently the NASDAQ Global Select Market) on which the Common Shares are then listed, in each case not later than the date on which a Registration Statement covering such shares becomes effective or such shares are issued by the Parent to a Holder, whichever is later. The Parent will promptly notify the Holders of, and confirm in writing, the delisting of the Common Shares by such exchange.

     (c) Expenses. The Issuers, the Guarantors and the Parent shall, jointly and severally, pay all Registration Expenses in connection with any Shelf Registration Statement filed pursuant to Section 2(a) hereof. The Holders shall bear all discounts or commissions attributable to the sale of Registrable Securities by the Holders, or any legal fees and expenses of counsel to the Holders and any broker/dealer or other financial intermediary or agent engaged by Holders and all other expenses incurred in connection with the performance by the Holders of their obligations under the terms of this Agreement.

     (d) Effective Shelf Registration Statement. If, after the Effective Date the offering of Registrable Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Shelf Registration Statement will be deemed not to have been effective during the period of such interference, until the offering of Registrable Securities pursuant to such Shelf Registration Statement may legally resume. Each of the Issuers and the Parent will be deemed not to have used its reasonable best efforts to cause a Shelf Registration Statement to become, or to remain, effective during the requisite period if it voluntarily takes any action that would result in any such Shelf Registration Statement not being declared effective or that would result in the Holders of Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during that period, unless such action is required by applicable law or permitted by Section 2(a)(iv) hereof.

     (e) Liquidated Damages. In the event that:

          (i) a Shelf Registration Statement is not filed with the SEC or designated as such by the Parent, as applicable, on or prior to the Filing Deadline, then liquidated damages (“Liquidated Damages” ) shall accrue on the principal amount of the Notes at a rate equal to 0.25% per annum for the first 60-day period from the day following such Filing Deadline, and thereafter at a rate per annum of 0.50% of the principal amount of the Notes;

          (ii) (x) a Shelf Registration Statement is not declared effective by the SEC, or (y) if the Issuers and the Parent shall have designated a previously filed and effective Shelf Registration Statement as the Shelf Registration Statement for purposes of this Agreement, the Issuers and the Parent shall not have filed a supplement to the Prospectus to cover resales of the Registrable Securities by the Holders, in the case of either (x) or (y), on or prior to the Effectiveness Deadline, then Liquidated Damages shall accrue on the principal amount of the Notes at a rate equal to 0.25% per annum for the first 60-day period from the day following such Effectiveness Deadline, and thereafter at a rate per annum of 0.50% of the principal amount of the Notes;

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          (iii) following the Effective Date, a Shelf Registration Statement is filed and has become effective under the Securities Act, but then ceases to be effective (without being succeeded immediately by an additional Shelf Registration Statement that is filed and immediately becomes effective) or usable for the offer and sale of the Registrable Securities, other than as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, and (1) the Parent does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Suspension Period is then in effect, within ten Business Days following the expiration of such Suspension Period), or (2) if any Suspension Period or Periods, when aggregated, exceed 45 days (or, if applicable, 60 days) in any three-month period or 90 days (or, if applicable, 120 days) in any 12-month period, then, commencing with the 46th day (or, if applicable, the 61st day) in such three-month period or the 91st day (or, if applicable, the 121st day) in such 12-month period, as the case may be, then Liquidated Damages shall accrue on the principal amount of the Notes at a rate equal to 0.25% per annum for the first 60-day period from the day following the 45th or 90th day, as the case may be, and thereafter at a rate per annum of 0.50% of the principal amount of the Notes (each of the events described in clauses (i) through (iii) above, a “Registration Default”);

provided, however, that in no event shall Liquidated Damages accrue at a rate per annum exceeding 0.50% of the principal amount of the Notes; and provided further that Liquidated Damages on the principal amount of the Notes as a result thereof shall cease to accrue:

     (1) upon the filing or designation of a Shelf Registration Statement (in the case of clause (i) above);

     (2) upon the Effective Date (in the case of clause (ii) above); or

     (3) upon such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of clause (iii) above).

     Any amounts of Liquidated Damages due pursuant to Section 2(e) will be payable in cash on the next succeeding interest payment date to Holders on the relevant record dates for the payment of interest.

     Notwithstanding any provision in this Agreement, in no event shall Liquidated Damages accrue to holders of Common Shares issued upon exchange of Notes. If any Note ceases to be outstanding during any period for which Liquidated Damages are accruing, the Issuers and the Parent will prorate the Liquidated Damages payable with respect to such Note.

     The Issuers shall provide the Trustee prompt written notice of any Registration Default giving rise to the payment of Liquidated Damages and of the cure of any such Registration Default such that Liquidated Damages have ceased to accrue.

     (f) Specific Enforcement. Without limiting the remedies available to the Holders, each of the Issuers and the Parent acknowledges that any failure by it to comply with its obligations under Section 2(a) hereof may result in material irreparable injury to the Holders for which there is no adequate remedy at law, that it would not be possible to measure damages for

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such injuries precisely and that, in the event of any such failure, any Holder may obtain such relief as may be required to specifically enforce the Issuers’ and the Parent’s obligations under Section 2(a) hereof.

     3. Registration Procedures. In connection with the obligations of the Issuers and the Parent, as applicable, with respect to the Shelf Registration Statement pursuant to Section 2(a) hereof, each of the Issuers, the Guarantors and the Parent, as applicable, shall use its reasonable best efforts to:

     (a) prepare and file with the SEC or designate a Shelf Registration Statement as prescribed by Section 2(a)(i) hereof within the relevant time period specified in Section 2(a)(i) hereof on the appropriate form under the Securities Act, which form shall (i) be selected by the Parent, (ii) be available for the sale of the Registrable Securities by the selling Holders thereof, and (iii) comply as to form in all material respects with the requirements of the applicable form and include or incorporate by reference all financial statements required by the SEC to be filed therewith; the Parent shall use its reasonable best efforts to cause such Shelf Registration Statement to become effective and remain effective and the Prospectus usable for resales in accordance with Section 2 hereof;

     (b) prepare and file with the SEC such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep such Shelf Registration Statement effective for the Effectiveness Period, and cause each Prospectus to be supplemented, if so determined by the Parent or requested by the SEC and subject to the provisions of Section 2(a)(iv) hereof, by any required prospectus supplement and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act, and comply with the provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder applicable to it with respect to the disposition of all securities covered by a Shelf Registration Statement during the Effectiveness Period in accordance with the intended method or methods of distribution by the selling Holders thereof described in this Agreement;

     (c) (i) furnish to each Holder of Registrable Securities included in the Shelf Registration Statement without charge, as many copies of each Prospectus, including each preliminary prospectus, and any amendment or supplement thereto, and such other documents as such Holder may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Securities and (ii) consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Registrable Securities included in the Shelf Registration Statement in connection with the offering and sale of the Registrable Securities covered by the Prospectus or any amendment or supplement thereto;

     (d) register or qualify the Registrable Securities under all applicable state securities or “blue sky” laws of such jurisdictions by the time the applicable Shelf Registration Statement has become effective under the Securities Act as any Holder of Registrable Securities covered by a Shelf Registration Statement shall reasonably request in writing in advance of such date of effectiveness, and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to

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consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Holder; provided , however , that the Parent shall not be required to (i) qualify as a foreign entity or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (ii) file any general consent to service of process in any jurisdiction where it would not otherwise be subject to such service of process or (iii) subject itself to taxation in any such jurisdiction if it is not then so subject;

     (e) promptly notify each Holder of Registrable Securities who has properly submitted a Questionnaire and promptly confirm such notice in writing (i) when a Shelf Registration Statement has become effective and when any post-effective amendments thereto become effective, (ii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Shelf Registration Statement or the qualification of the Registrable Securities in any jurisdiction described in Section 3(d) hereof or the initiation of any proceedings for that purpose, (iii) of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (iv) of the reasonable determination of the Issuers and the Parent that a post-effective amendment to the Shelf Registration Statement would be appropriate;

     (f) obtain the withdrawal of any order suspending the effectiveness of the Shelf Registration Statement as soon as practicable and in any event as required by Section 2 or 3 herefore, and promptly notify each Holder of the withdrawal of any such order;

     (g) furnish to each Holder of Registrable Securities who has properly submitted a Questionnaire, without charge, at least one conformed copy of the Shelf Registration Statement relating to such Shelf Registration and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested);

     (h) cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and registered in such names as the selling Holders or the underwriters may reasonably request at least two Business Days prior to the closing of any sale of Registrable Securities pursuant to the Shelf Registration Statement;

     (i) promptly after the occurrence of any event specified in Section 3(e)(ii) or 3(e)(iii) (subject to the grace periods set forth in Section 2(a)(iv)) hereof, prepare a supplement or post-effective amendment to the Shelf Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the

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circumstances under which they were made, not misleading; and the Issuers and the Parent shall notify each Holder to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and each Holder hereby agrees to suspend use of the Prospectus until the Parent has amended or supplemented the Prospectus to correct such misstatement or omission;

     (j) make reasonably available for inspection by a representative of the Holders of the Registrable Securities, (collectively, the “Inspectors”), at the offices where normally kept, during the Issuer’s and the Parent’s normal business hours, all financial and other records, pertinent organizational and operational documents and properties of the Issuers, the Parent and their respective subsidiaries (collectively, the “Records” ) as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and cause the officers, trustees and employees of the Parent and its subsidiaries to supply all relevant information in each case reasonably requested by any such Inspector in connection with such Shelf Registration Statement; records and information which the Issuers and the Parent, in good faith, to be confidential and any Records and information which it notifies the Inspectors are confidential shall not be disclosed to any Inspector except where (i) the release of such Records or information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is necessary in connection with any action, suit or proceeding or (ii) such Records or information previously has been made generally available to the public; each selling Holder of such Registrable Securities will be required to agree in writing that Records and information obtained by it as a result of such inspections shall be kept confidential and shall not be used by it as the basis for any market transactions in the securities of the Issuers or the Parent unless and until such is made generally available to the public through no fault of an Inspector or a selling Holder; and each selling Holder of such Registrable Securities will be required to further agree in writing that it will, upon learning that disclosure of such Records or information is sought in a court of competent jurisdiction, or in connection with any action, suit or proceeding, give notice to the Issuers and the Parent and allow the Issuers and the Parent at their expense to undertake appropriate action to prevent disclosure of the Records and information deemed confidential;

     (k) comply with all applicable rules and regulations of the SEC so long as any provision of this Agreement shall be applicable;

     (l) cooperate with each seller of Registrable Securities covered by a Shelf Registration Statement and their respective counsel in connection with any filings required to be made with FINRA;

     (m) if reasonably requested by any Holder of Registrable Securities covered by a Registration Statement, promptly incorporate in a prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably request to be included therein and make filings of such prospectus supplement or such post-effective amendment as required by Section 2 hereof; and

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     (n) the Issuers and the Parent may require each seller of Registrable Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the SEC to be included in a Shelf Registration Statement; the Issuers and the Parent may exclude from such registration the Registrable Securities of any seller who unreasonably fails to furnish such information within a reasonable time after receiving such request; and the Issuers and the Parent shall have no obligation to register under the Securities Act the Registrable Securities of a seller who so fails to furnish such information.

     Each Holder agrees that, upon receipt of a Suspension Period notification pursuant to Section 2(a)(iv) hereof, any notice from the Issuers or the Parent of the occurrence of any event specified in Section 3(e)(ii), 3(e)(iii), or 3(e)(iv) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Shelf Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i) hereof or until it is advised in writing (the “Advice”) by the Issuers or the Parent that the use of the applicable Prospectus may be resumed.

     4. Indemnification and Contribution. (a) The Issuers, the Guarantors and the Parent agree, jointly and severally, to indemnify and hold harmless each Initial Purchaser and each Holder, their respective affiliates, directors and officers and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser or any Holder furnished to the Issuers, the Guarantors or the Parent in writing through the Representative or any selling Holder expressly for use therein; provided, that with respect to any such untrue statement in or omission from any preliminary Prospectus, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Holder to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Holder and any such loss, claim, damage or liability of or with respect to such Holder results from the fact that both (i) a copy of the final Prospectus (excluding any documents incorporated by reference therein) was not sent or given to such person at or prior to the written confirmation of the sale of such Common Shares to such person and (ii) the untrue statement in or omission from such preliminary Prospectus was corrected in the final Prospectus unless, in either case, such failure to deliver the final Prospectus was a result of non-compliance by the Issuers, the Guarantors or the Parent with the provisions of Section 2(a).

     (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Issuers, the Guarantors, the Parent, each Initial Purchaser and the other selling Holders, their

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respective affiliates, the partners of the Issuers, the Guarantors or the Parent, each officer of the Parent who signed the Registration Statement and each Person, if any, who controls the Issuers, the Guarantors or the Parent, any Initial Purchaser and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to the Issuers, the Guarantors or the Parent in writing by such Holder expressly for use in any Registration Statement and any Prospectus.

     (c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”) shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 4 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further , that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 4. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 4 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for any Initial Purchaser, its affiliates, directors and officers and any control Persons of such Initial Purchaser shall be designated in writing by such Initial Purchaser, (y) for any Holder, its affiliates, directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders and (z) in all other cases shall be designated in writing by the Issuers or the Parent. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. The Indemnified Person shall notify the

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Indemnifying Person promptly upon any such settlement or final judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

     (d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuers or the Guarantors from the offering of the Notes, on the one hand, and by the Holders from receiving Notes or Common Shares (including Common Shares registered under the Securities Act), on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Issuers, the Guarantors or the Parent on the one hand and the Holders on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Issuers, the Guarantors or the Parent on the one hand and the Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuers, the Guarantors, the Parent or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

     (e) The Issuers, the Guarantors, the Parent, the Initial Purchasers and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 4, in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which the Common Shares sold by such Holder exceeds the amount of any damages that such Holder has otherwise

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been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

     (f) The remedies provided for in this Section 4 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.

     (g) The indemnity and contribution provisions contained in this Section 4 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Initial Purchaser or any Holder, their respective affiliates or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Issuers, the Guarantors or the Parent, its affiliates or the officers or directors of or any Person controlling the Issuers, the Guarantors or the Parent, (iii) acceptance of any of Common Shares and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.

     5. Underwritten Registration; Participation Therein. In no event will the method of distribution of the Registrable Securities take the form of an underwritten offering without the prior written consent of the Parent. No Holder may participate in an underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in the underwriting arrangement approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lockup letters and other documents reasonably required under the terms of such underwriting arrangements.

     6. Selection of Underwriters. The Holders of Registrable Securities covered by the Shelf Registration Statement who desire to do so may sell the Common Shares covered by such Shelf Registration in an underwritten offering, subject to the provisions of Sections 3(1) and 5 hereof. In any such underwritten offering, the underwriter or underwriters and manager or managers that will administer the offering will be selected by the Holders of a majority in aggregate principal amount or number, as the context requires, of the Registrable Securities included in such offering; provided, however, that such underwriters and managers must be reasonably satisfactory to the Issuers and the Parent.

     7. Miscellaneous.

     (a) No Inconsistent Agreements. None of the Issuers, the Guarantors nor the Parent has entered into, and will not enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Issuers’ or the Parent’s other issued and outstanding securities under any such agreements.

     (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or

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consents to departures from the provisions hereof may not be given, unless the Issuers and the Parent have obtained the written consent of Holders of a majority in aggregate principal amount or number, as the context requires, of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or departure; provided that no amendment, modification or supplement or waiver or consent to the departure with respect to the provisions of Section 4 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder of Registrable Securities. Notwithstanding the foregoing sentence, (i) this Agreement may be amended, without the consent of any Holder of Registrable Securities, by written agreement signed by the Issuers, the Parent and the Initial Purchasers, to cure any ambiguity, correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with other provisions of this Agreement, (ii) this Agreement may be amended, modified or supplemented, and waivers and consents to departures from the provisions hereof may be given, by written agreement signed by the Issuers, the Parent and the Initial Purchasers to the extent that any such amendment, modification, supplement, waiver or consent is, in their reasonable judgment, necessary or appropriate to comply with applicable law (including any interpretation of the Staff of the SEC) or any change therein and (iii) to the extent any provision of this Agreement relates to the Initial Purchasers, such provision may be amended, modified or supplemented, and waivers or consents to departures from such provisions may be given, by written agreement signed by the Initial Purchasers, the Issuers and the Parent.

     (c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Issuers or the Parent by means of a notice given in accordance with the provisions of this Section 7(d), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; and (ii) if to the Issuers, the Parent and the Guarantors, initially at the Issuers’ address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 7(d).

     All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

     (d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of the Initial Purchasers, including, without limitation and without the need for an express assignment, subsequent Holders; provided , however , that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement, the indenture relating to the Notes or the charter of the Parent. If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities, such Person shall be conclusively deemed to have

-16-

agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof.

     (e) Third Party Beneficiaries. Each Holder shall be a third party beneficiary of the agreements made hereunder among the Issuers, the Guarantors, the Parent and the Initial Purchasers, and the Initial Purchasers shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder.

     (f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

     (g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

     (h) GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF NEW YORK. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE MATTERS CONTEMPLATED HEREBY, IRREVOCABLY WANES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION AND IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. EACH OF THE PARTIES HERETO IRREVOCABLY WANES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

     (i) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

     (j) Registrable Securities Held by the Parent or its Affiliates. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Parent or any of its Affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

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     (k) No Other Obligation to Register. Except as otherwise expressly provided in this Agreement, the Issuers and the Parent shall have no obligation to the Holders to register the Registrable Securities under the Securities Act.

     (l) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be the complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties or undertakings, other than those set forth or referred to herein, with respect to such subject matter. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

(Signature Page Follows)

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

Very truly yours, CLEARWIRE CORPORATION
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

CLEARWIRE COMMUNICATIONS LLC
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

CLEARWIRE FINANCE, INC.
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

[Signature Page to Registration Rights Agreement]

GUARANTORS: CLEARWIRE LEGACY LLC and CLEARWIRE XOHM LLC
By:	Clearwire Communications, LLC, as manager
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

CLEAR WIRELESS, LLC, CLEARWIRE SPECTRUM HOLDINGS III LLC, CLEARWIRE US LLC and CLEAR MANAGEMENT SERVICES LLC
By:	Clearwire Communications, LLC, as member
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

CLEAR GLOBAL SERVICES LLC and CLEAR PARTNER HOLDINGS LLC
By:	Clear Wireless LLC, as member
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

BILLING LEGACY LLC, CLEARWIRE TELECOMMUNICATIONS SERVICES, LLC, CLEARMEDIA, LLC, FIXED WIRELESS HOLDINGS, LLC, CLEARWIRE SPECTRUM HOLDINGS II LLC and CLEARWIRE SPECTRUM HOLDINGS LLC
By:	Clearwire Legacy LLC, as member
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

[Signature Page to Registration Rights Agreement]

-2-

WINBEAM LLC
By:	Clearwire US LLC, as member
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer
AMERICAN TELECASTING DEVELOPMENT, LLC, AMERICAN TELECASTING OF ANCHORAGE, LLC, AMERICAN TELECASTING OF BEND, LLC, FRESNO MMDS ASSOCIATES, LLC, AMERICAN TELECASTING OF COLUMBUS, LLC, AMERICAN TELECASTING OF DENVER, LLC, AMERICAN TELECASTING OF FORT MYERS, LLC, AMERICAN TELECASTING OF FT. COLLINS, LLC, AMERICAN TELECASTING OF GREEN BAY, LLC, AMERICAN TELECASTING OF LANSING, LLC, AMERICAN TELECASTING OF LINCOLN, LLC, AMERICAN TELECASTING LITTLE ROCK, LLC, AMERICAN TELECASTING OF LOUISVILLE, LLC, AMERICAN TELECASTING OF MEDFORD, LLC, AMERICAN TELECASTING OF MICHIANA, LLC, AMERICAN TELECASTING OF MONTEREY, LLC, AMERICAN TELECASTING OF REDDING, LLC, AMERICAN TELECASTING OF SANTA BARBARA, LLC, AMERICAN TELECASTING OF SEATTLE, LLC, AMERICAN TELECASTING OF SHERIDAN, LLC, AMERICAN TELECASTING OF YUBA CITY, LLC, ATI OF SANTA ROSA, LLC, ATI SUB, LLC, NSAC, LLC, ALDA WIRELESS HOLDINGS, LLC, PCTV GOLD II, LLC, PCTV OF SALT LAKE CITY, LLC, PCTV SUB, LLC, PEOPLE’S CHOICE TV OF ALBUQUERQUE, LLC, PEOPLE’S

[Signature Page to Registration Rights Agreement]

-3-

CHOICE TV OF HOUSTON, LLC, PEOPLE’S CHOICE TV OF ST. LOUIS, LLC, SPEEDCHOICE OF DETROIT, LLC, SPEEDCHOICE OF PHOENIX, LLC, ATL MDS, LLC, BAY AREA CABLEVISION, LLC, BROADCAST CABLE, LLC, SCC X, LLC, SPRINT (BAY AREA), LLC, TDI ACQUISITION SUB, LLC, TRANSWORLD TELECOM II, LLC, WAVEPATH SUB, LLC, WBS OF AMERICA, LLC, WBS OF SACRAMENTO, LLC, WBSY LICENSING, LLC, WBSFP LICENSING, LLC, WCOF, LLC, WIRELESS BROADBAND SERVICES OF AMERICA, LLC and KENNEWICK LICENSING, LLC
By:	Clearwire XOHM LLC, as manager
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

[Signature Page to Registration Rights Agreement]

-4-

CONFIRMED AND ACCEPTED, as of the date first above written:

J.P. MORGAN SECURITIES LLC,

On behalf of itself and as the Representative of
the several Initial Purchasers listed on Schedule 1 to the Purchase Agreement

By:	/s/ Jason M. Wood
	Name:	Jason M. Wood
	Title:	Managing Director

-5-

Appendix A

Form of Selling Securityholder Notice and Questionnaire

The undersigned beneficial holder of 8.25% Exchangeable Notes due 2040 (the “Notes”) of Clearwire Communications LLC (the “Company”) and Clearwire Finance, Inc. (“Finance Co” and, together with the Company, the “Issuers”) or common stock par value $0.0001 of Clearwire Corporation (“Parent”), issuable on exchange of the Notes (the “Registrable Securities”), understands that Parent has filed or intends to file with the Securities and Exchange Commission a registration statement (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended, of the Registrable Securities in accordance with the terms of the Registration Rights Agreement, dated as of December 8, 2010 (the “Registration Rights Agreement”), among the Issuers, Parent, the guarantors party thereto (the “Guarantors”) and the Initial Purchasers named therein. A copy of the Registration Rights Agreement is available from Parent upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Registration Rights Agreement.

Each beneficial owner of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Shelf Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a Selling Securityholder (as defined below) in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions as described below). Beneficial owners are encouraged to complete, exe-cute and deliver this Questionnaire prior to the effectiveness of the Shelf Registration Statement so that such beneficial owners may be named as Selling Securityholders in the related prospectus at the time of effectiveness. Any beneficial owner of Registrable Securities wishing to include its Registrable Securities must deliver to Parent a properly completed and signed Questionnaire.

Certain legal consequences arise from being named as Selling Securityholders in the Shelf Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the con-sequences of being named or not being named as a Selling Securityholder in the Shelf Registration Statement and the related prospectus.

Notice

The undersigned beneficial owner (the “Selling Securityholder”) of Registrable Securities hereby gives notice to the Issuers and Parent of its intention to sell or otherwise dispose of Registrable Securities beneficially owned by it and listed below in Item 3(b) pursuant to the Shelf Registration Statement at some point. The undersigned, by signing and returning this Notice and Questionnaire, understands that it will be bound by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement.

Pursuant to the Registration Rights Agreement, the undersigned has agreed to indemnify and hold harmless the Issuers, Parent, the Guarantors, each Initial Purchaser and the other selling Holders, their respective affiliates, the partners of the Issuers, the Guarantors or the Parent, each officer of the Parent who signed the Registration Statement and each Person, if any, who controls the Issuers, the Guarantors or the Parent, any Initial Purchaser and any other selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from and against some losses arising in connection with statements concerning the undersigned made in the Registration Statement or the related prospectus in reliance upon the information provided in this Questionnaire.

The undersigned hereby provides the following information to the Issuers and Parent and represents and warrants that such information is accurate and complete:

Questionnaire

1.	(a)	Full Legal Name of Selling Securityholder:
	(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities listed in Item (3) below are held:
	(c)	Full Legal Name of DTC Participant (if applicable and if not the same as (b) above) through which Registrable Securities listed in Item (3) below are held:

2.	Address for Notices to Selling Securityholder:
	Telephone:
	Fax:
	Email address:
	Contact Person:
3.	Beneficial Ownership of Registrable Securities:

Except as set forth below in this Item (3), the undersigned Selling Securityholder does not beneficially own any Registrable Securities.

(a) Number of shares of Registrable Securities (as defined in the Registration Rights Agreement) beneficially owned:

(b) Number of shares of the Registrable Securities which the undersigned wishes to be included in the Shelf Registration Statement:

4.	Beneficial Ownership of other Clearwire Corporation securities owned by the Selling Securityholder:
	Except as set forth below in this Item (4), the undersigned is not the beneficial or registered owner of any securities of Clearwire Corporation other than the Registrable Securities listed above in Item (3).

(a)	Type and amount of other securities beneficially owned by the Selling Securityholder:
(b)	CUSP No(s). of such other securities beneficially owned:

5. Relationship with Clearwire Corporation:

	(a)	Have you or any of your affiliates, officers, directors or principal equity holders (owners of 5% or more of the equity securities of the Selling Securityholder) held any position or office or have you had any other material relationship with Clearwire Corporation (or its predecessors or affiliates) within the past three years?
		o Yes.
		o No.
	(b)	If so, please state the nature and duration of your relationship with Clearwire Corporation:
6.	(a)	Broker-Dealer Status

	Is the Selling Securityholder a broker-dealer registered pursuant to Section 15 of the Exchange Act?
	o Yes.
	o No.
	Note that we will be required to identify any registered broker-dealer as an underwriter in the prospectus. If so, please answer the remaining questions in this section.
	If the Selling Securityholder is a registered broker-dealer, please indicate whether the Selling Securityholder purchased its Registrable Securities for investment or acquired them as transaction-based compensation for investment banking or similar services.
	If the Selling Securityholder is a registered broker-dealer and received its Registrable Securities other than as transaction-based compensation, Parent is required to identify you as an underwriter in the Shelf Registration Statement and related prospectus.
(b)	Affiliation with Broker-Dealers:
	Is the Selling Securityholder an affiliate of a registered broker-dealer? For purposes of this Item 5(b), an “affiliate” of a specified person or entity means a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person or entity specified.
	o Yes.
	o No.
	If so, please answer the remaining questions in this section.

(i)	Please describe the affiliation between the Selling Securityholder and any registered broker-dealers:
(ii)	If the Notes were purchased by the Selling Securityholder other than in the ordinary course of business, please describe the circumstances:

(iii)	If the Selling Securityholder, at the time of its purchase of Registrable Securities, has had any agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities, please describe such agreements or understandings:
	Note that if the Selling Securityholder is an affiliate of a broker-dealer and did not purchase its notes in the ordinary course of business or at the time of the purchase had any agreements or understandings, directly or indirectly, to distribute the securities, we must identify the Selling Securityholder as an underwriter in the prospectus.

7. Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that exercise(s) sole or shared voting or disparities power over the Registrable Securities.

(a)	Is the Selling Securityholder a natural person?
	o Yes.
	o No.
(b)	Is the Selling Securityholder required to file, or is it a wholly owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 10-Q and 8-K) with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Exchange Act?
	o Yes.
	o No.
(c)	State whether the Selling Securityholder is an investment company, or a subsidiary of an investment company, registered under the Investment Company Act of 1940, as amended:
	o Yes.
	o No.
(d)	If a subsidiary, please identify the publicly held parent entity:

If you answered “No” to questions (a), (b) and (c) above, please identify the controlling per-son(s) of the Selling Securityholder (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that exercise sole or shared voting or disparities power over the Registrable Securities:

*** PLEASE NOTE THAT THE SECURITIES AND EXCHANGE COMMISSION REQUIRES THAT THESE NATURAL PERSONS BE NAMED IN THE PROSPECTUS ***

If you need more space for this response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions.

8.	Plan of Distribution:
	Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Registrable Securities may be sold from time to time directly by the undersigned or alternatively through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters, broker-dealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent’s commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market or (iv) through the writing of options. The Selling Securityholder may pledge or grant a security interest in some or all of the Registrable Securities owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the Registrable Securities from time to time pursuant to the prospectus. The Selling Securityholder also may transfer and donate shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling Securityholder for purposes of the prospectus.
	State any exceptions here:

Note: In no event may such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of Clearwire Corporation.

By returning this Questionnaire, the selling securityholder will be deemed to be aware of the foregoing interpretation.

9. Securities Received From Named Selling Securityholder:

Did the Selling Securityholder receive its Registrable Securities listed above in Item 3 as a transferee from selling securityholder(s) previously identified in the Shelf Registration Statement?

o Yes.

o No.

If so, please answer the remaining questions in this section.

(i)	Did the Selling Securityholder receive such Registrable Securities listed above in Item (3) from the named selling securityholder(s) prior to the effectiveness of the Shelf Registration Statement?
	o Yes.
	o No.

Identify below the name(s) of the selling securityholder(s) from whom the Selling Securityholder received the Registrable Securities listed above in Item (3) and the date on which such securities were received.

The undersigned acknowledges that it understands its obligation to comply with the provisions of the Exchange Act and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such pro-visions.

The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein.

Pursuant to the Registration Rights Agreement, the Issuers, Parent and the Guarantors have agreed under certain circumstances to indemnify the Selling Securityholders against certain liabilities.

In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to provide any additional information the Issuers and Parent may reasonably request and to promptly notify the Issuers and Parent of any inaccuracies or changes in the information provided that may occur at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows:

To the Issuers and Parent:

Clearwire Corporation
4400 Carillon Point
Kirkland, Washington 98033
Attention: Legal Department

In the event any Selling Securityholder transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Issuers and Parent, the Selling Securityholder will notify the transferee(s) at the time of transfer of its rights and obligations under this Questionnaire and the Registration Rights Agreement.

By signing this Questionnaire, the undersigned consents to the disclosure of the in-formation contained herein in its answers to items (1) through (7) above and the inclusion of such information in the Shelf Registration Statement, the related prospectus and any state securities or Blue Sky applications. The undersigned understands that such information will be relied upon by the Issuers and Parent without independent investigation or inquiry in connection with the preparation or amendment of the Shelf Registration Statement, the related prospectus and any state securities or Blue Sky applications.

Once this Questionnaire is executed by the Selling Securityholder and received by the Issuers and Parent, the terms of this Questionnaire and the representations and warranties contained herein shall be binding on, shall inure to the benefit of, and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Issuers and Parent and the Selling Securityholder with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above. This Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the conflicts-of-laws provisions thereof.

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Questionnaire to be executed and delivered either in person or by its authorized agent.

Dated:

Beneficial Owner:
By:
	Name:
	Title:

Please return the completed and executed notice and questionnaire to:

Clearwire Corporation
4400 Carillon Point
Kirkland, Washington 98033
Attention: Legal Department

EX-4.5

Exhibit 4.5

[FACE OF NOTE]

CLEARWIRE COMMUNICATIONS LLC
and
CLEARWIRE FINANCE, INC.,

12% Senior Secured Note due 2015

No.	CUSIP No.
	$

          CLEARWIRE COMMUNICATIONS LLC, a Delaware limited liability company (the “Company”) and CLEARWIRE FINANCE, INC., a Delaware corporation (“Finance Co” and, together with the Company, the “Issuers”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, promises to pay to Cede & Co., or its registered assigns, the principal sum of Dollars ($    ), on December 1, 2015.

Interest Rate:	12% per annum.
Interest Payment Dates:	June 1 and December 1 of each year commencing June 1, 2011.
Regular Record Dates:	May 15 and November 15 of each year.

          Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

          IN WITNESS WHEREOF, the Issuers have caused this Note to be signed manually or by facsimile by its duly authorized officers.

CLEARWIRE COMMUNICATIONS LLC,
By:
	Name:
	Title:
By:
	Name:
	Title:
CLEARWIRE FINANCE, INC.
By:
	Name:
	Title:
By:
	Name:
	Title:

(Form of Trustee’s Certificate of Authentication)

          This is one of the 12% Senior Secured Notes due 2015 referred to in the within-mentioned Indenture.

WILMINGTON TRUST FSB as Trustee
By:
	Authorized Signatory

Dated: December 9, 2010

[REVERSE SIDE OF NOTE]

CLEARWIRE COMMUNICATIONS LLC
and
CLEARWIRE FINANCE, INC.

12% Senior Secured Note due 2015

1. Principal and Interest; Subordination.

          The Issuers will pay the principal of this Note on December 1, 2015.

          The Issuers promise to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 12% per annum (subject to adjustment as provided below).

          Interest will be payable semi-annually (to the Holders of record of the Notes (or any Predecessor Notes) at the close of business on May 15 or November 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing June 1, 2011.

          Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from December 1, 2010; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

          The Issuers shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum equal to the rate of interest applicable to the Notes.

2. Method of Payment.

          The Issuers will pay interest (except defaulted interest) on the principal amount of the Notes on each June 1 and December 1 to the Persons who are Holders (as reflected in the Note Register at the close of business on May 15 and November 15 immediately preceding the Interest Payment Date), in each case, even if the Note is cancelled on registration of transfer or registration of exchange after such Regular Record Date; provided that, with respect to the payment of principal, the Issuers will make payment to the Holder that surrenders this Note to any Paying Agent on or after December 1, 2015.

          The Issuers will pay principal (premium, if any) and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Issuers may pay principal (premium, if any) and interest by its check payable in such money. The Issuers may pay interest on the Notes either (a) by mailing a check for such interest to a Holder’s registered address (as reflected in the Note Register) or (b) by wire transfer to an account located in the United States maintained by the payee. If a payment date is a date other than a Business Day at a place of payment, payment may be made at that place on the next succeeding day that is a Business Day and no interest shall accrue for the intervening period.

3. Paying Agent and Note Registrar.

          Initially, the Trustee will act as Paying Agent and Note Registrar. The Issuers may change any Paying Agent or Note Registrar upon written notice thereto. The Issuers, any Subsidiary or any Affiliate of any of them may act as Paying Agent, Note Registrar or co-registrar.

4. Indenture; Limitations.

          The Issuers issued the Notes under an Indenture dated as of November 24, 2009 (the “Indenture”), among the Issuers, the Subsidiary Guarantors and Wilmington Trust FSB, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”). Capitalized terms herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture shall control.

          The Notes are senior secured obligations of the Issuers. The Indenture does not limit the aggregate principal amount of the Notes.

5. Redemption.

          Optional Redemption. Except as described below, the Notes are not redeemable at the Issuers’ option until December 1, 2012. From and after December 1, 2012, the Issuers may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Note Register at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable redemption date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on December 1 of each of the years indicated below:

Year	Percentage
2012		106.000	%
2013		103.000	%
2014 and thereafter		100.000	%

          In addition, prior to December 1, 2012, the Issuers may, at their option, redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 112.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to but excluding, the Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date, with the net proceeds of one or more Equity Offerings of the Issuers or any direct or indirect parent of the Issuers to the extent such net proceeds are contributed to the Issuers; provided that at least 65% of the aggregate principal amount of Notes originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering.

          At any time prior to the final maturity date of the Notes, the Issuers may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a Redemption Price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding the Redemption Date, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date.

6. Repurchase upon a Change in Control and Asset Sales.

          Upon the occurrence of (a) a Change in Control, the Holders of the Notes will have the right to require that the Issuers purchase such Holder’s outstanding Notes, in whole or in part, at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase and (b) Asset Sales, the Issuers may be obligated to make offers to purchase Notes and Other Pari Passu Lien Obligations with a portion of the Net Proceeds of such Asset Sales at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase.

7. Denominations; Transfer; Exchange.

          The Notes are in registered form without coupons, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder may register the transfer or exchange of Notes in accordance with the Indenture. The Note Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Note Registrar need not register the transfer or exchange of any Notes selected for redemption (except the unredeemed portion of any Note being redeemed in part).

8. Persons Deemed Owners.

          A registered Holder may be treated as the owner of a Note for all purposes.

9. Unclaimed Money.

          If money for the payment of principal (premium, if any) or interest remains unclaimed for two years, the Trustee and the Paying Agent will pay the money back to the Issuers at their written request. After that, Holders entitled to the money must look to the Issuers for payment, unless an abandoned property law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

10. Discharge and Defeasance Prior to Redemption or Maturity.

          If the Issuers irrevocably deposit, or cause to be deposited, with the Trustee money or Government Securities sufficient to pay the then outstanding principal of (premium, if any) and accrued interest on the Notes (a) to Redemption or Maturity Date, the Issuers will be discharged from its obligations under the Indenture and the Notes, except in certain circumstances for certain covenants thereof, and (b) to the Stated Maturity, the Issuers will be discharged from certain covenants set forth in the Indenture.

11. Amendment; Supplement; Waiver.

          Subject to certain exceptions, the Indenture, the Security Documents or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Notes, and any existing Default or compliance with any provision may be waived with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Notes. Without notice to or the consent of any Holder, the parties thereto may amend or supplement the Indenture, the Security Documents or the Notes to, among other things, cure any ambiguity, defect or inconsistency and make any change that does not adversely affect the rights of any Holder.

12. Restrictive Covenants.

          The Indenture contains certain covenants, including, without limitation, covenants with respect to the following matters: (i) Incurrence of Indebtedness and Issuance of Disqualified Stock and preferred stock; (ii) Restricted Payments; (iii) transactions with Affiliates; (iv) Liens; (v) purchase of Notes upon a Change in Control; (vi) disposition of proceeds of Asset Sales; (vii) guarantees of Indebtedness by Restricted Subsidiaries; (viii) dividend and other payment restrictions affecting Restricted Subsidiaries; (ix) merger and certain transfers of assets; (x) limitation on activities of Finance Co and Spectrum Entities and (xi) future Subsidiary Guarantors. Within 120 days after the end of each fiscal year, the Issuers must report to the Trustee on compliance with such limitations.

13. Successor Persons.

          When a successor Person or other entity assumes all the obligations of its predecessor under the Notes and the Indenture, the predecessor Person will be released from those obligations.

14. Remedies for Events of Default.

          If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Notes may declare all the Notes to be immediately due and payable. If a bankruptcy or insolvency default with respect to the Issuers or any Subsidiary Guarantors that is a Significant Subsidiary occurs and is continuing, the Notes automatically become immediately due and payable. Holders may not enforce the Indenture, the Security Documents or the Notes except as provided in the Indenture. The Trustee and the Collateral Agent may require indemnity reasonably satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of at least a majority in aggregate principal amount of the Outstanding Notes may direct the Trustee in its exercise of any trust or power.

15. Guarantees.

          The Issuers’ obligations under the Notes are fully, irrevocably and unconditionally guaranteed on a senior secured basis, to the extent set forth in the Indenture, by each of the Subsidiary Guarantors.

16. Trustee Dealings with Issuers.

          The Trustee or the Collateral Agent under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may make loans to, accept deposits from, perform services for, and otherwise deal with, the Issuers and their Affiliates as if it were not the Trustee or the Collateral Agent.

17. Authentication.

          This Note shall not be valid until the Trustee signs the certificate of authentication on the other side of this Note.

18. Abbreviations.

          Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

          The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to CLEARWIRE COMMUNICATIONS LLC, 4400 Carillon Point, Kirkland, Washington 98033, Attention: General Counsel, or CLEARWIRE FINANCE, INC., 4400 Carillon Point, Kirkland, Washington 98033, Attention: General Counsel.

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.

Date: __________________

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*: __________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Note purchased by the Issuers pursuant to Section 1017 or 1018 of the Indenture, check the appropriate box below:

o Section 1017 o Section 1018

          If you want to elect to have only part of the Note purchased by the Issuers pursuant to Section 1017 or Section 1018 of the Indenture, state the amount you elect to have purchased:

		$
Date:
	Your Signature:
			(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*: _____________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

          The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

			Principal Amount
	Amount of decrease	Amount of increase	of this Global Note	Signature of authorized
	in Principal Amount	in Principal Amount	following such	signatory of Trustee
Date of Exchange	of this Global Note	of this Global Note	decrease (or increase)	or Custodian

* This schedule should be included only if the Note is issued in global form.

EX-4.7

Exhibit 4.7

EXECUTION VERSION

CLEARWIRE COMMUNICATIONS LLC
and
CLEARWIRE FINANCE, INC.,
as Issuers,

SUBSIDIARY GUARANTORS NAMED HEREIN,
as Subsidiary Guarantors,

and

WILMINGTON TRUST FSB,
as Second-Priority Trustee and Second-Priority Collateral Agent

Second-Priority Indenture

Dated as of December 9, 2010

12% Second-Priority Secured Notes due 2017

Clearwire Communications, LLC
and
Clearwire Finance, Inc.*

Reconciliation and tie between Trust Indenture Act
of 1939 and Second-Priority Indenture, dated as of December 9, 2010

Trust Second-Priority Indenture

Act Section		Second-Priority Indenture Section
§ 310	(a)(1)	608
	(a)(2)	608
	(a)(5)	608
	(b)	609
§ 312	(a)	701
	(b)	702
	(c)	702
§ 313	(a)	703
	(b)(1)	102, 1402
	(b)(2)	102, 1402
	(c)(1)	102, 703
	(c)(2)	102, 703
§ 314	(a)	N/A
	(a)(4)	N/A
	(b)	N/A
	(c)(1)	N/A
	(c)(2)	N/A
	(c)(3)	N/A
	(d)	N/A
	(e)	N/A
	(f)	N/A
§ 315	(a)	601
	(b)	602
	(c)	601
	(d)	601
	(e)	601, 603
§ 316	(a)(last sentence)	101 (“Outstanding”)
	(a)(1)(A)	502, 512
	(a)(1)(B)	513
	(b)	508
	(c)	104(d)
§ 317	(a)(1)	503
	(a)(2)	504
	(b)	1003
§ 318	(a)	111

* This reconciliation and tie shall not, for any purpose, be deemed to be a part of this Second-Priority Indenture.

TABLE OF CONTENTS¹

	Page
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 101. Definitions		1
SECTION 102. Compliance Certificates and Opinions		33
SECTION 103. Form of Documents Delivered to Second-Priority Trustee		34
SECTION 104. Acts of Holders		34
SECTION 105. Notices, Etc., to Second-Priority Trustee, Issuers, Any Subsidiary Guarantor and Agent		35
SECTION 106. Notice to Holders; Waiver		35
SECTION 107. Effect of Headings and Table of Contents		36
SECTION 108. Successors and Assigns		36
SECTION 109. Separability Clause		36
SECTION 110. Benefits of Second-Priority Indenture		36
SECTION 111. Governing Law		36
SECTION 112. Communication by Holders of Second-Priority Notes with Other Holders of Second-Priority Notes		36
SECTION 113. Legal Holidays		37
SECTION 114. No Personal Liability of Directors, Officers, Employees and Stockholders		37
SECTION 115. Trust Indenture Act Controls		37
SECTION 116. Counterparts		37
SECTION 117. USA Patriot Act		37
SECTION 118. Waiver of Jury Trial		37
SECTION 119. Force Majeure		38
ARTICLE TWO
NOTE FORMS
SECTION 201. Forms Generally		38
SECTION 202. Form of Second-Priority Trustee’s Certificate of Authentication		39
SECTION 203. Restrictive Legends		39
ARTICLE THREE
THE NOTES
SECTION 301. Title and Terms		40
SECTION 302. Denominations		41
SECTION 303. Execution, Authentication, Delivery and Dating		41
SECTION 304. Temporary Second-Priority Notes		42
SECTION 305. Registration, Registration of Transfer and Exchange		43
SECTION 306. Mutilated, Destroyed, Lost and Stolen Second-Priority Notes		43
SECTION 307. Payment of Interest; Interest Rights Preserved		44

¹ This table of contents shall not, for any purpose, be deemed to be a part of this Second-Priority Indenture.

-i-

	Page
SECTION 308. Persons Deemed Owners		45
SECTION 309. Cancellation		45
SECTION 310. Computation of Interest		45
SECTION 311. [RESERVED]		45
SECTION 312. Book-Entry and Transfer Provisions		45
SECTION 313. CUSIP Numbers		52
SECTION 314. Issuance of Additional Second-Priority Notes		52
ARTICLE FOUR
SATISFACTION AND DISCHARGE
SECTION 401. Satisfaction and Discharge of Second-Priority Indenture		52
SECTION 402. Application of Trust Money		54
ARTICLE FIVE
REMEDIES
SECTION 501. Events of Default		54
SECTION 502. Acceleration of Maturity; Rescission and Annulment		56
SECTION 503. Collection of Indebtedness and Suits for Enforcement by Second-Priority Trustee		57
SECTION 504. Second-Priority Trustee May File Proofs of Claim		58
SECTION 505. Second-Priority Trustee May Enforce Claims Without Possession of Second-Priority Notes		58
SECTION 506. Application of Money Collected		58
SECTION 507. Limitation on Suits		59
SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest		60
SECTION 509. Restoration of Rights and Remedies		60
SECTION 510. Rights and Remedies Cumulative		60
SECTION 511. Delay or Omission Not Waiver		60
SECTION 512. Control by Holders		60
SECTION 513. Waiver of Past Defaults		61
SECTION 514. Waiver of Stay or Extension Laws		61
ARTICLE SIX
THE TRUSTEE
SECTION 601. Duties of the Second-Priority Trustee		61
SECTION 602. Notice of Defaults		62
SECTION 603. Certain Rights of Second-Priority Trustee		62
SECTION 604. Second-Priority Trustee Not Responsible for Recitals or Issuance of Second-Priority Notes		64
SECTION 605. May Hold Second-Priority Notes		64
SECTION 606. Money Held in Trust		64
SECTION 607. Compensation and Reimbursement		65
SECTION 608. Corporate Second-Priority Trustee Required; Eligibility		65
SECTION 609. Resignation and Removal; Appointment of Successor		66
SECTION 610. Acceptance of Appointment by Successor		67
SECTION 611. Merger, Conversion, Consolidation or Succession to Business		67
SECTION 612. Appointment of Authenticating Agent		67

-ii-

	Page
ARTICLE SEVEN
HOLDERS LISTS AND REPORTS BY TRUSTEE AND ISSUERS
SECTION 701. Issuers to Furnish Second-Priority Trustee Names and Addresses		70
SECTION 702. Disclosure of Names and Addresses of Holders		70
SECTION 703. Reports by Second-Priority Trustee		70
ARTICLE EIGHT
MERGER, CONSOLIDATION OR SALE OF ALL OR SUBSTANTIALLY ALL ASSETS
SECTION 801. Company May Consolidate, Etc., Only on Certain Terms		70
SECTION 802. Subsidiary Guarantors May Consolidate, Etc., Only on Certain Terms		72
SECTION 803. Successor Substituted		73
ARTICLE NINE
SUPPLEMENTAL INDENTURES
SECTION 901. Amendments or Supplements Without Consent of Holders		73
SECTION 902. Amendments, Supplements or Waivers with Consent of Holders		74
SECTION 903. Execution of Amendments, Supplements or Waivers		75
SECTION 904. Effect of Amendments, Supplements or Waivers		75
SECTION 905. Conformity with Trust Indenture Act		75
SECTION 906. Reference in Second-Priority Notes to Supplemental Second-Priority Indentures		76
SECTION 907. Notice of Supplemental Second-Priority Indentures		76
ARTICLE TEN
COVENANTS
SECTION 1001. Payment of Principal, Premium, if Any, and Interest		76
SECTION 1002. Maintenance of Office or Agency		76
SECTION 1003. Money for Second-Priority Notes Payments to Be Held in Trust		76
SECTION 1004. Corporate Existence		77
SECTION 1005. Payment of Taxes and Other Claims		78
SECTION 1006. Maintenance of Properties		78
SECTION 1007. Insurance		78
SECTION 1008. Statement by Officers as to Default		79
SECTION 1009. Reports and Other Information		79
SECTION 1010. Limitation on Restricted Payments		81
SECTION 1011. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock		86
SECTION 1012. Limitation on Liens		92
SECTION 1013. Limitations on Transactions with Affiliates		92
SECTION 1014. Limitations on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries		94
SECTION 1015. Limitation on Guarantees of Indebtedness by Restricted Subsidiaries		95
SECTION 1016. Limitation on Activities of Finance Co and Spectrum Entities		96
SECTION 1017. Change of Control		96
SECTION 1018. Asset Sales		98
SECTION 1019. [RESERVED]		102
SECTION 1020. Further Assurances and After-Acquired Property		102
SECTION 1021. Information Regarding Collateral		102

-iii-

	Page
SECTION 1022. Impairment of Security Interest		103
SECTION 1023. Limitation on Lines of Business		103
SECTION 1024. Future Subsidiary Guarantors		103
SECTION 1025. Suspension of Certain Covenants		103
ARTICLE ELEVEN
REDEMPTION OF NOTES
SECTION 1101. Right of Redemption		104
SECTION 1102. Applicability of Article		105
SECTION 1103. Election to Redeem; Notice to Second-Priority Trustee		105
SECTION 1104. Selection by Second-Priority Trustee of Second-Priority Notes to Be Redeemed		105
SECTION 1105. Notice of Redemption		106
SECTION 1106. Deposit of Redemption Price		106
SECTION 1107. Second-Priority Notes Payable on Redemption Date		107
SECTION 1108. Second-Priority Notes Redeemed in Part		107
ARTICLE TWELVE
GUARANTEES
SECTION 1201. Guarantees		107
SECTION 1202. Severability		108
SECTION 1203. Restricted Subsidiaries		108
SECTION 1204. Ranking of Guarantee		109
SECTION 1205. Limitation of Subsidiary Guarantors’ Liability		109
SECTION 1206. Contribution		109
SECTION 1207. Subrogation		110
SECTION 1208. Reinstatement		110
SECTION 1209. Release of a Subsidiary Guarantor		110
SECTION 1210. Benefits Acknowledged		110
ARTICLE THIRTEEN
DEFEASANCE AND COVENANT DEFEASANCE
SECTION 1301. Issuers’ Option to Effect Legal Defeasance or Covenant Defeasance		110
SECTION 1302. Legal Defeasance and Discharge		110
SECTION 1303. Covenant Defeasance		111
SECTION 1304. Conditions to Legal Defeasance or Covenant Defeasance		111
SECTION 1305. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions		112
SECTION 1306. Reinstatement		113
ARTICLE FOURTEEN
SECURITY
SECTION 1401. Collateral and Second-Priority Security Documents		113
SECTION 1402. Recordings and Opinions		114
SECTION 1403. Release of Collateral		114
SECTION 1404. [RESERVED]		115
SECTION 1405. Suits to Protect the Collateral		115

-iv-

	Page
SECTION 1406. Authorization of Receipt of Funds by the Second-Priority Trustee Under the Second-Priority Security Documents		116
SECTION 1407. Purchase Protected		116
SECTION 1408. Powers Exercisable by Receiver or Second-Priority Trustee		116
SECTION 1409. Release upon Termination of the Issuers’ Obligations		116
SECTION 1410. Second-Priority Collateral Agent		116
SECTION 1411. Compensation and Indemnification		120
SECTION 1412. Security Agreement and Other Second-Priority Security Documents		120
ARTICLE FIFTEEN
RANKING OF NOTE LIENS
SECTION 1501. Relative Rights		121
ARTICLE SIXTEEN
SUBORDINATION
SECTION 1601. Agreement to Subordinate		122
SECTION 1602. Liquidation, Dissolution, Bankruptcy		122
SECTION 1603. Default on Designated First Lien Indebtedness of the Issuers		122
SECTION 1604. Acceleration of Payment of Second-Priority Notes		123
SECTION 1605. When Distribution Must Be Paid Over		123
SECTION 1606. Subrogation		123
SECTION 1607. Relative Rights		124
SECTION 1608. Subordination May Not Be Impaired by Issuers		124
SECTION 1609. Rights of Second-Priority Trustee and Paying Agent		124
SECTION 1610. Distribution or Notice to Representative		125
SECTION 1611. Article 16 Not To Prevent Events of Default or Limit Right To Accelerate		125
SECTION 1612. Trust Moneys Not Subordinated		125
SECTION 1613. Trustee Entitled To Rely		125
SECTION 1614. Trustee To Effectuate Subordination		125
SECTION 1615. Trustee Not Fiduciary for Holders of Designated First Lien Indebtedness of the Issuers		125
SECTION 1616. Reliance by Holders of Designated First Lien Indebtedness of the Issuers on Subordination Provisions		126
ARTICLE SEVENTEEN
SUBORDINATION OF GUARANTEES
SECTION 1701. Agreement To Subordinate		126
SECTION 1702. Liquidation, Dissolution, Bankruptcy		126
SECTION 1703. Default on Designated First Lien Indebtedness of a Subsidiary Guarantor		127
SECTION 1704. Demand for Payment		128
SECTION 1705. When Distribution Must Be Paid Over		128
SECTION 1706. Subrogation		128
SECTION 1707. Relative Rights		128
SECTION 1708. Subordination May Not Be Impaired by a Subsidiary Guarantor		129
SECTION 1709. Rights of Trustee and Paying Agent		129
SECTION 1710. Distribution or Notice to Representative		129
SECTION 1711. Article 17 Not To Prevent Events of Default or Limit Right To Demand Payment		129
SECTION 1712. Trust Moneys Not Subordinated		129
SECTION 1713. Trustee Entitled To Rely		130

-v-

	Page
SECTION 1714. Trustee To Effectuate Subordination		130
SECTION 1715. Trustee Not Fiduciary for Holders of Designated First Lien Indebtedness of Subsidiary Guarantors		130
SECTION 1716. Reliance by Holders of Designated First Lien Indebtedness of a Subsidiary Guarantor on Subordination Provisions		130

-vi-

EXHIBITS

EXHIBIT A — Form of Second-Priority Note

EXHIBIT B — Form of Certificate of Transfer

EXHIBIT C — Form of Certificate of Exchange

EXHIBIT D — Form of Supplemental Second-Priority Indenture

EXHIBIT E — Form of Incumbency Certificate

-vii-

          INDENTURE, dated as of December 9, 2010 (this “Second-Priority Indenture”), among CLEARWIRE COMMUNICATIONS LLC, a Delaware limited liability company (the “Company”) having its principal executive offices at 4400 Carillon Point, Kirkland, Washington 98033, the direct subsidiary of the Company, CLEARWIRE FINANCE, INC., a Delaware corporation (“Finance Co” and, together with the Company, the “Issuers”) having its principal executive offices at 4400 Carillon Point, Kirkland, Washington 98033, certain of the Company’s direct and indirect Domestic Subsidiaries, each named in the signature pages hereto (each, a “Subsidiary Guarantor”), and WILMINGTON TRUST FSB, a federal savings bank, as trustee (in such capacity, the “Second-Priority Trustee”) and as collateral agent (in such capacity, the “Second-Priority Collateral Agent”).

RECITALS OF THE ISSUERS

          The Issuers have duly authorized the creation of an issue of 12% Second-Priority Secured Notes due 2017 issued on the date hereof (the “Second-Priority Notes”) of substantially the tenor and amount hereinafter set forth, and to provide therefor the Issuers have duly authorized the execution and delivery of this Second-Priority Indenture. As used herein, “Second-Priority Notes” shall include any Additional Second-Priority Notes that are issued pursuant to this Second-Priority Indenture unless the context otherwise requires.

          Each Subsidiary Guarantor has duly authorized its Guarantee of the Second-Priority Notes and to provide therefor each Subsidiary Guarantor has duly authorized the execution and delivery of this Second-Priority Indenture.

          All things necessary have been done to make the Second-Priority Notes, when executed by the Issuers and authenticated and delivered hereunder and duly issued by the Issuers, the valid and legally binding obligations of the Issuers and to make this Second-Priority Indenture a valid and legally binding agreement of the Issuers, in accordance with their and its terms.

          All things necessary have been done to make the Guarantees, upon execution and delivery of this Second-Priority Indenture, the valid obligations of each Subsidiary Guarantor and to make this Second-Priority Indenture a valid and legally binding agreement of each Subsidiary Guarantor, in accordance with their and its terms.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          For and in consideration of the premises and the purchase of the Second-Priority Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     SECTION 101. Definitions.

          For all purposes of this Second-Priority Indenture, except as otherwise expressly provided or unless the context otherwise requires:

     (a) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;

     (b) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein, and the terms “cash transaction” and “self-liquidating paper”, as used in TIA Section 311, shall have the meanings assigned to them in the rules of the Commission adopted under the Trust Indenture Act;

     (c) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP (as herein defined); and

     (d) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Second-Priority Indenture as a whole and not to any particular Article, Section or other subdivision.

          “144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Second-Priority Notes sold in reliance on Rule 144A.

          “Acquired Indebtedness” means, with respect to any specified Person,

     (1) Indebtedness or Disqualified Stock of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including, without limitation, Indebtedness or Disqualified Stock incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

     (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

          “Act”, when used with respect to any Holder, has the meaning specified in Section 104 of this Second-Priority Indenture.

          “Additional Second-Priority Notes” has the meaning set forth in Section 314.

          “Adjusted Net Assets” has the meaning specified in Section 1206 of this Second-Priority Indenture.

          “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 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, by agreement or otherwise.

          “Affiliate Transaction” has the meaning specified in Section 1013 of this Second-Priority Indenture.

          “After-Acquired Property” means any property of the Issuers or any Subsidiary Guarantor acquired after the Issue Date that is of a type that would constitute Collateral under this Second-Priority Indenture and the Second-Priority Security Documents.

          “Agent” means any Second-Priority Note Registrar, co-registrar, Paying Agent or additional paying agent.

          “Applicable Authorized Representative” means the collateral agent and/or trustee representing the series of First-Priority Obligations with the greatest outstanding aggregate principal amount.

          “Applicable Premium” means, with respect to any Second-Priority Note on any Redemption Date, the greater of:

     (1) 1.0% of the principal amount of the Second-Priority Note; or

     (2) the excess of:

     (a) the present value at such redemption date of (i) the redemption price of the Second-Priority Note at December 1, 2014 (such redemption price being set forth in the table appearing

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in Section 1101), plus (ii) all required interest payments due on the Second-Priority Note through December 1, 2014 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over

     (b) the principal amount of the Second-Priority Note, if greater.

          “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

          “Asset Sale” means

     (1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a sale and leaseback) of the Issuers, a Subsidiary Guarantor or any Restricted Subsidiary (each referred to in this definition as a “disposition”), or

     (2) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary), whether in a single transaction or a series of related transactions (other than preferred stock of Restricted Subsidiaries issued in compliance with Section 1011), in each case, other than:

     (a) a disposition of Cash Equivalents or obsolete, damaged or worn out equipment or the sale or lease of equipment, inventory or accounts receivable in the ordinary course of business and dispositions of property no longer used or useful in the conduct of the business of the Issuers and its Restricted Subsidiaries;

     (b) the disposition of all or substantially all of the assets of the Issuers in a manner permitted pursuant to Article Eight or any disposition that constitutes a Change of Control pursuant to this Second-Priority Indenture;

     (c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 1010 or the granting of a Lien permitted by Section 1012;

     (d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $5.0 million;

     (e) a transfer of Capital Stock between or among Spectrum Entities or a transfer of assets among Spectrum Entities and any disposition of property or assets or issuance of securities (other than Spectrum Assets) by a Restricted Subsidiary to the Issuers or by the Issuers or a Restricted Subsidiary to another Restricted Subsidiary;

     (f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

     (g) the lease, assignment or sublease of any real or personal property in the ordinary course of business;

     (h) the expiration or termination of Spectrum Leases in the ordinary course of business;

     (i) licenses or sub-licenses of intellectual property in the ordinary course of business (other than exclusive licenses or sub-licenses or assignments of intellectual property that preclude the Issuers and the Restricted Subsidiaries from using such intellectual property for a period

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of time beyond December 1, 2017 or otherwise have a material adverse effect on the value of the Collateral or the ability of the Second-Priority Collateral Agent or the lenders to realize the benefits of, and intended to be afforded by, the Collateral);

     (j) solely with respect to clauses (a)(1) and (2) and (b)(1) and (2) of Section 1018, foreclosures on assets, involuntary asset transfers or transfers by reason of eminent domain;

     (k) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

     (l) any financing transaction with respect to property built or acquired by the Issuers or any Restricted Subsidiary after the Issue Date, including, without limitation, sale leasebacks and asset securitizations permitted by this Second-Priority Indenture;

     (m) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary, including in connection with any merger or consolidation;

     (n) dispositions of accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings; and

     (o) the disposition of Idilis Srl and accessNET International S.R.L.; Clearwire Poland Holdings S.a.r.l; Clearwire Poland Sp. Zoo; and Clearwire Ireland Limited.

          “Asset Sale Offer” has the meaning specified in Section 1018 of this Second-Priority Indenture.

          “Authenticating Agent” has the meaning specified in Section 612 of this Second-Priority Indenture.

          “Bankruptcy Code” means Title 11 of the United States Code of 1978, as amended.

          “Bankruptcy Law” means the Bankruptcy Code or any similar United States federal or state law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or relief of debtors or any amendment to, successor to or change in any such law.

          “Blockage Notice” has the meaning specified in Section 1603 of this Second-Priority Indenture.

          “Board of Directors” means:

     (1) with respect to a corporation, the Board of Directors of the corporation or (other than for purposes of determining Change of Control) any committee thereof duly authorized to act on behalf of the Board of Directors with respect to the relevant matter;

     (2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

     (3) with respect to a limit liability company, the Board of Directors of the managing member; and

     (4) with respect to any other Person, the board or committee of such Person serving a similar function.

          “Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and, if required by this Second-Priority Indenture, delivered to the Second-Priority Trustee.

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          “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to close.

          “Capital Stock” means

     (1) in the case of a corporation, corporate stock,

     (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock,

     (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited), and

     (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

          “Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

          “Cash Equivalents” means

     (1) U.S. dollars and any other foreign currency held by it in the ordinary course of business;

     (2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof), maturing, unless such securities are deposited to defease any Indebtedness, not more than five years from the date of acquisition;

     (3) securities issued by U.S. government-sponsored entities (“GSE”) and federally related institutions, maturing and not more than five years from the date of acquisition;

     (4) repurchase agreements with primary dealers of eligible banks and

     (a) with a maturity of not more than one year from the date of acquisition; and

     (b) supported by underlying collateral that is U.S. Treasury of U.S. government-sponsored entities;

     (5) certificates of deposit, time deposits, Eurodollar time deposits, and bankers’ acceptances

     (a) with a rated bank that has received a short-term rating from a nationally recognized statistical rating organization (“NRSRO”) in the highest short-term rating category for debt obligations (within which there may be subcategories or gradations indicating relative standing). Long-term ratings may be used if short-term ratings are not available; and

     (b) with a maturity of not more than five years from the date of acquisition;

     (6) securities issued or fully guaranteed or insured by any state, commonwealth or territory of the United States, or by any political subdivision or taxing authority thereof and

     (a) such security is a rated security that has received a short-term rating from a NRSRO in the two highest short-term rating categories for debt obligations (within which there

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may be subcategories or gradations indicating relative standing). Long term ratings may be used if short term ratings are not available; and

     (b) such security has a maturity of not more than five years from the date of acquisition;

     (7) money market funds assets of which are consistent with the quality standards of Cash Equivalents described herein;

     (8) commercial paper and corporate obligations of corporations and

     (a) such security is a rated security that has received a short-term rating from a NRSRO in the highest short-term rating category for debt obligations (within which there may be sub-categories or gradations indicating relative standing); and

     (b) have a stated final maturity of not more than five years from the date of acquisition; and

     (9) asset-backed securities that

     (a) are rated securities that have received a rating from two NRSRO’s in the highest short-term rating category for debt obligations (within which there may be sub-categories or gradations indicating relative standing); and

     (b) have a stated final maturity of not more than five years from the date of acquisition.

          “Change of Control” means the occurrence of any of the following:

     (1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Issuers and their Subsidiaries, taken as a whole, to any Person other than any of the Permitted Holders (excluding a swap of Spectrum Assets and related assets to the extent permitted by Section 1018); or

     (2) the Issuers become aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) other than any of the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of the Company or any of its direct or indirect parents.

          “Change of Control Offer” has the meaning specified in Section 1017 of this Second-Priority Indenture.

          “Change of Control Payment” has the meaning specified in Section 1017 of this Second-Priority Indenture.

          “Change of Control Payment Date” has the meaning specified in Section 1017 of this Second-Priority Indenture.

          “Clearstream” means Clearstream Banking, Société Anonyme, and its successors.

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          “Clearwire International” means Clearwire International, LLC, a Washington limited liability company.

          “Collateral” means all the assets and properties subject to the Liens created by the Second-Priority Security Documents.

          “Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this Second-Priority Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

          “Common Stock” means, with respect to any Person, any and all shares, interests, participations and other equivalents (however designated, whether voting or non-voting) of such Person’s common stock, whether now outstanding or issued after the date of this Second-Priority Indenture, and includes, without limitation, all series and classes of such common stock.

          “Company” means the Person named as the “Company” in the first paragraph of this Second-Priority Indenture, until a successor Person shall have become such pursuant to the applicable provisions of this Second-Priority Indenture, and thereafter “Company” shall mean such successor Person.

          “consolidated” or “Consolidated” means, with respect to any Person, such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary.

          “Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

          “Consolidated First-Priority Secured Debt Ratio” means, as of any date of determination, the ratio of (1) the sum of the aggregate principal amount of First-Priority Obligations plus the aggregate amount outstanding under any Receivables Facility to (2) the Company’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Consolidated Leverage Ratio.

          “Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of:

     (a) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted in computing Consolidated Net Income (including amortization of original issue discount resulting from the issuance of Indebtedness at less than par, non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to Financial Accounting Standards Board Statement No. 133 “Accounting for Derivative Instruments and Hedging Activities”), the interest component of Capitalized Lease Obligations and net payments, if any, pursuant to interest rate Hedging Obligations, and excluding amortization of deferred financing fees and any expensing of bridge or other financing fees), and

     (b) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, less

     (c) interest income for such period.

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          “Consolidated Leverage Ratio” means, with respect to any Person for any period, the ratio of:

     (1) the Indebtedness of such Person and its Restricted Subsidiaries at the time of determination (the “Calculation Date”), on a consolidated basis, to

     (2) the EBITDA of such Person for the four most recent full fiscal quarters ending immediately prior to the date for which internal financial statements are available.

     (i) If the Company or any Restricted Subsidiary:

     (a) has incurred any Indebtedness since the beginning of such period that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Leverage Ratio is or includes an incurrence of Indebtedness, Indebtedness and EBITDA for such period will be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been incurred on the first day of such period (except that in making such computation, the amount of Indebtedness under any revolving facility outstanding on the date of such calculation will be deemed to be (i) the average daily balance of such Indebtedness during such four fiscal-quarters or such shorter period for which such facility was outstanding or (ii) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation) and the discharge of any other Indebtedness repaid, repurchased, defeased or otherwise discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such period; or

     (b) has repaid, repurchased, redeemed, retired, defeased or otherwise discharged any Indebtedness since the beginning of the period that is no longer outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Leverage Ratio includes a discharge of Indebtedness (in each case, other than Indebtedness incurred under any revolving facility unless such Indebtedness has been permanently repaid and the related commitment terminated), Indebtedness and EBITDA for such period will be calculated after giving effect on a pro forma basis to such discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such discharge had occurred on the first day of such period.

     (ii) If since the beginning of such period the Company or any Restricted Subsidiary will have made any Asset Sale (without giving effect to the $5.0 million threshold in clause (d) of the definition thereof) or disposed of any company, division, operating unit, segment, business, group of related assets or line of business or if the transaction giving rise to the need to calculate the Consolidated Leverage Ratio includes such a transaction the EBITDA for such period will be reduced by an amount equal to the EBITDA (if positive) directly attributable to the assets that are the subject of such Asset Sale, disposition or discontinuation for such period or increased by an amount equal to the EBITDA (if negative) directly attributable thereto for such period.

     (iii) If since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) will have made an Investment in any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary or is merged with or into the Company or a Restricted Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing a calculation to be made hereunder, which constitutes all or substantially all of a company, division, operating unit, segment, business, group of related assets or line of business, EBITDA for such period will be calculated after giving pro forma effect thereto (including the incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period.

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     (iv) If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) will have incurred any Indebtedness or discharged any Indebtedness, made any disposition or any Investment or acquisition of assets that would have required an adjustment pursuant to clause (i), (ii) or (iii) above if made by the Company or a Restricted Subsidiary during such period, EBITDA and Indebtedness for such period will be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such period.

          For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be (x) made in good faith by a responsible financial or accounting officer of the Company (and may include, for the avoidance of doubt, cost savings and operating expense reductions resulting from such Investments acquisition, disposition, merger or consolidation or disposition which is being given pro forma effect that have been or are expected to be realized within twelve (12) months after the date of such Investment, acquisition, disposition, merger, consolidation or disposed operation as the result of specified actions taken or to be taken within six (6) months after such date) and, except as otherwise provided herein or (y) determined in accordance with Regulation S-X. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuers to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuers may designate.

          “Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that

     (1) any net after-tax extraordinary, non-recurring or unusual gains or losses, costs, charges or expenses (less all fees and expenses relating thereto) shall be excluded (including, without limitation, severance, relocation, transition and other restructuring costs),

     (2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

     (3) any net after-tax income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed or discontinued operations shall be excluded,

     (4) any net after-tax gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Board of Directors of the Company, shall be excluded,

     (5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Company shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period (without duplication for purposes of Section 1010 of any amounts included in clause (a)(C)(4)(A) of such Section 1010),

     (6) solely for the purpose of determining the amount available for Restricted Payments under Section 1010 (a)(C)(1), the Net Income for such period of any Restricted Subsidiary (other than any Subsidiary Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by

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that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to such Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or in similar distributions has been legally waived; provided that Consolidated Net Income of the Company shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Issuers or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

     (7) the effects of adjustments resulting from the application of purchase accounting in relation to any acquisition, net of taxes, shall be excluded,

     (8) any net after-tax income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

     (9) any impairment charge or asset write-off pursuant to Financial Accounting Standards Board Statement No. 142 and No. 144 and the amortization of intangibles arising pursuant to No. 141 shall be excluded,

     (10) the amount of any expense will be excluded to the extent a corresponding amount is received in cash by the Issuers and the Restricted Subsidiaries from a Person other than the Issuers or any Restricted Subsidiaries under any agreement providing for reimbursement of any such expense, provided such reimbursement payment has not been included in determining Consolidated Net Income (it being understood that if the amounts received in cash under any such agreement in any period exceed the amount of expense in respect of such period, such excess amounts received may be carried forward and applied against expense in future periods); and

     (11) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options or other rights to officers, directors or employees shall be excluded.

          Notwithstanding the foregoing, for the purpose of Section 1010 only (other than clause (a)(C)(4) thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuers and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Issuers and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Issuers or any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under Section 1010(a)(C)(4).

          “Consolidated Secured Debt Ratio” means, as of any date of determination, the ratio of (1) the sum of the aggregate principal amount of First-Priority Obligations, the Second-Priority Notes, Permitted Additional Junior Lien Obligations plus the aggregate amount outstanding under any Receivables Facility to (2) the Company’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Consolidated Leverage Ratio.”

          “Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

     (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

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     (b) to advance or supply funds

     (1) for the purchase or payment of any such primary obligation or

     (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

     (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

          “Corporate Trust Office” means the principal corporate trust office of the Second-Priority Trustee, at which at any particular time its corporate trust business shall be administered, which office at the date of execution of this Second-Priority Indenture is located at Wilmington Trust FSB, Corporate Capital Markets, 50 South Sixth Street, Suite 1290, Minneapolis, MN 55402-1544, Attention: Clearwire Communications LLC Administrator, except that with respect to presentation of the Second-Priority Notes for payment or for registration of transfer or exchange, such term shall mean the office or agency of the Second-Priority Trustee at which, at any particular time, its corporate agency business shall be conducted.

          “Covenant Defeasance” has the meaning specified in Section 1303 of this Second-Priority Indenture.

          “Covenant Suspension Event” means, during any period of time following the issuance of the Second-Priority Notes, that (a) the Second-Priority Notes have Investment Grade Ratings from both Ratings Agencies and (b) no Default has occurred and is continuing under this Second-Priority Indenture.

          “Custodian” means the Second-Priority Trustee, as custodian with respect to the Second-Priority Notes in global form, or any successor entity thereto.

          “December 2009 Indenture” means the indenture pursuant to which the December 2009 Notes were issued.

          “December 2009 Notes” means the $920.0 million aggregate principal amount of 12% senior secured notes due 2015 of the Issuers issued pursuant to the December 2009 Indenture.

          “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default; provided that any Default that results solely from the taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be cured if such previous Default is cured prior to becoming an Event of Default.

          “Defaulted Interest” has the meaning specified in Section 307 of this Second-Priority Indenture.

          “Definitive Second-Priority Note” means a certificated Second-Priority Note registered in the name of the Holder thereof and issued in accordance with Section 312 hereof, substantially in the form of Exhibit A hereto except that such Second-Priority Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

          “Depositary” means The Depository Trust Company (“DTC”), its nominees and their respective successors.

          “Designated First Lien Indebtedness” means any Obligations outstanding under the First-Priority Indenture or the December 2009 Indenture.

          “Designated Noncash Consideration” means the fair market value of noncash consideration received by the Issuers or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated

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Noncash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Noncash Consideration.

          “Designated Preferred Stock” means preferred stock of the Issuers or any direct or indirect parent thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary) and is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in Section 1010(a)(C)(2).

          “Discharge of First-Priority Obligations” means, subject to any reinstatement of First-Priority Obligations in accordance with the Intercreditor Agreement, (a) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding at the rate provided for in the respective document or instrument governing such First-Priority Obligations, whether or not such interest would be allowed in any such Insolvency or Liquidation Proceeding) and premium, if any, on all Indebtedness under the documents and instruments governing such First-Priority Obligations and termination of all commitments to lend or otherwise extend credit under the documents and instruments governing such First-Priority Obligations and (b) payment in full in cash of all other First-Priority Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal, interest, and premium are paid.

          “Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable, other than as a result of a change of control or asset sale, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, other than as a result of a change of control or asset sale, in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Second-Priority Notes or the date the Second-Priority Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or any of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

          “Domestic Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person other than a Foreign Subsidiary.

          “EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus (without duplication):

     (a) provision for taxes based on income or profits, plus franchise or similar taxes, of such Person for such period deducted in computing Consolidated Net Income, plus

     (b) Consolidated Interest Expense of such Person for such period to the extent the same was deducted in calculating such Consolidated Net Income, plus

     (c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent such depreciation and amortization were deducted in computing Consolidated Net Income, plus

     (d) any expenses or charges related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or Indebtedness permitted to be incurred by this Second-Priority Indenture (whether or not successful), including such fees, expenses or charges related to the offering of the Second-Priority Notes, and deducted in computing Consolidated Net Income, plus

     (e) the amount of any restructuring charges deducted in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Issue Date, plus

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     (f) any other non-cash charges, expenses or losses reducing Consolidated Net Income for such period (including any impairment charges or the impact of purchase accounting), excluding any such charge that represents an accrual or reserve for a cash expenditure for a future period, plus

     (g) the amount of any minority interest expense or non-controlling interest in income of consolidated subsidiaries deducted in calculating Consolidated Net Income (less the amount of any cash dividends paid to the holders of such minority interests), plus

     (h) any net gain or loss resulting from Hedging Obligations (including pursuant to the application of SFAS No. 133), plus

     (i) expenses related to the implementation of enterprise resource planning system, less

     (j) non-cash items increasing Consolidated Net Income of such Person for such period, excluding any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period.

          It is understood that if the EBITDA for any fiscal quarter is less than zero, then such EBITDA shall be deemed to be equal to zero.

          “EMU” means economic and monetary union as contemplated in the Treaty on European Union.

          “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

          “Equity Offering” means any public or private sale of common or preferred equity of the Company or any of its direct or indirect parents (excluding Disqualified Stock of the Company), other than (a) public offerings with respect to the Company’s or any direct or indirect parent’s common stock registered on Form S-8; and (b) any sales to the Company or any of its Subsidiaries.

          “euro” means the single currency of participating member states of the EMU.

          “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system.

          “Event of Default” has the meaning specified in Section 501 of this Second-Priority Indenture.

          “Excess Proceeds” has the meaning specified in Section 1018 of this Second-Priority Indenture.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

          “Exchangeable Notes” means the $650 million aggregate principal amount of 8.25% exchangeable notes due 2040 issued on December 8, 2010.

          “Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the Company and its Restricted Subsidiaries from

     (a) contributions to its common equity capital, and

     (b) the sale (other than to a Subsidiary of the Company or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Company,

in each case designated as Excluded Contributions pursuant to an Officers’ Certificate on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are (i) excluded from the

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calculation set forth in Section 1010(a)(4)(C) and (ii) not used as the basis for incurring Indebtedness pursuant to Section 1011(b)(14).

          “Existing Indebtedness” means Indebtedness of the Company or the Restricted Subsidiaries in existence on the Issue Date, plus accrued interest thereon including the $26.8 million of First-Priority Notes not deemed to have been incurred under Section1011(b)(14)(y) and the Exchangeable Notes, but excluding the December 2009 Notes and the First-Priority Notes deemed to have been incurred under Section1011(b)(14)(y).

          “Existing Secured Notes” means the $2,772,494,000 aggregate principal amount of 12% senior secured notes due 2015 of the Issuers issued pursuant to the First-Priority Indenture or the December 2009 Indenture.

          “FCC” means the Federal Communications Commission and any successor thereto.

          “FCC License” means any paging, mobile telephone, specialized mobile radio, microwave or personal communications services and any other license, permit, consent, certificate of compliance, franchise, approval, waiver or authorization granted or issued by the FCC, including any of the foregoing authorizing or permitting the acquisition, construction or operation of any Wireless Communications System.

          “FCC License Rights” means any right, title or interest in, to or under any FCC License, whether directly or indirectly held, including, without limitation, any rights owned, granted, approved or issued directly or indirectly by the FCC or held, leased, licensed or otherwise acquired from or through any party (including without limitation any rights under Spectrum Leases).

          “Federal Grant Program” means the U.S. Federal Government’s Broadband Technology Opportunity Program, or any successor program.

          “Finance Co” means the Person named as the “Finance Co” in the first paragraph of this Second-Priority Indenture, until a successor Person shall have become such pursuant to the applicable provisions of this Second-Priority Indenture, and thereafter “Finance Co” shall mean such successor Person.

          “First-Priority Collateral Agent” means Wilmington Trust FSB, in its capacity as “Collateral Agent” under the First-Priority Indenture and under the First-Priority Security Documents, and any successor thereto in such capacity.

          “First-Priority Indenture” means the indenture dated November 24, 2009 pursuant to which the First-Priority Notes and other Obligations were issued.

          “First-Priority Notes” means the $175.0 million aggregate principal amount of 12% senior secured notes due 2015 of the Issuers issued on the Issue Date.

          “First-Priority Obligations” means (i) all Obligations under the First-Priority Indenture and the December 2009 Indenture, (ii) all Obligations under the Existing Secured Notes and the First-Priority Notes and (iii) all Obligations under any other Indebtedness that is incurred in compliance with the First-Priority Indenture, the December 2009 Indenture and the Second-Priority Indenture which is secured by a Lien on the Collateral that has Pari Passu Lien Priority with respect to the Lien securing the Obligations under the First-Priority Indenture and the December 2009 Indenture, the Existing Secured Notes and the First-Priority Notes. “First-Priority Obligations” shall in any event include (a) all interest accrued or accruing, or which would accrue, absent commencement of an Insolvency or Liquidation Proceeding (and the effect of provisions such as Section 502(b)(2) of the Bankruptcy Code), on or after the commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant document or instrument governing such First-Priority Obligations, whether or not the claim for such interest is allowed or allowable as a claim in such Insolvency or Liquidation Proceeding, (b) any and all fees and expenses (including attorneys’ and/or financial consultants’ fees and expenses) incurred by the Applicable Authorized Representative and the holders of such First-Priority Obligations on or after the commencement of an Insolvency or Liquidation Proceeding, whether or not the claim for fees and expenses is allowed or allowable under Section

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502 or 506(b) of the Bankruptcy Code or any other provision of the Bankruptcy Law as a claim in such Insolvency or Liquidation Proceeding, and (c) all obligations and liabilities of the Company and each Guarantor under each document or instrument governing First-Priority Obligations to which it is a party which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due and payable.

          “First-Priority Security Documents” means the security agreements, pledge agreements, deeds to secure debt, collateral assignments and related agreements (including, without limitation, financing statements under the Uniform Commercial Code of the relevant states), as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified from time to time, creating the security interests in the Collateral as contemplated by the First-Priority Indenture and the December 2009 Indenture.

          “Foreign Subsidiary” means, with respect to any Person, (1) any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof or the District of Columbia, and any Restricted Subsidiary of such Restricted Subsidiary and (2) Clearwire International.

          “Funding Subsidiary Guarantor” has the meaning specified in Section 1206 of this Second-Priority Indenture.

          “GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date. At any time after the Issue Date, the Issuers may elect to apply International Financial Reporting Standards (“IFRS”) accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Second-Priority Indenture); provided that any such election, once made, shall be irrevocable; provided, further, that any calculation or determination in this Second-Priority Indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to the Issuers’ election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. The Issuers shall give notice of any such election made in accordance with this definition to the Second-Priority Trustee and the Holders of Second-Priority Notes.

          “Global Note Legend” means the legend set forth in Section 203 hereof, which is required to be placed on all Global Notes issued under this Second-Priority Indenture.

          “Global Notes” means the Second-Priority Notes deposited with or on behalf of and registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A hereto and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 201 or 312(b)(3) hereof.

          “Government Securities” means securities that are:

     (a) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged, or

     (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

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          “guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

          “Guarantee” means the guarantee by any Subsidiary Guarantor of the Issuers’ obligations under this Second-Priority Indenture.

          “Guarantee Blockage Notice” has the meaning specified in Section 1703 of this Second-Priority Indenture.

          “Guarantee Payment Blockage Period” has the meaning specified in Section 1703 of this Second-Priority Indenture.

          “Hedging Obligations” means, with respect to any Person, the obligations of such Person under

     (a) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and

     (b) other agreements or arrangements designed to manage, hedge or protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

          “Holder” means a registered holder of Second-Priority Notes.

          “incur” has the meaning specified in Section 1011 of this Second-Priority Indenture.

          “incurrence” has the meaning specified in Section 1011 of this Second-Priority Indenture.

          “Indebtedness” means, with respect to any Person,

     (a) any indebtedness (including principal and premium) of such Person, whether or not contingent

     (1) in respect of borrowed money;

     (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without double counting, reimbursement agreements in respect thereof);

     (3) representing the deferred and unpaid balance of the purchase price of any property (including Capitalized Lease Obligations), except any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business; or

     (4) representing any interest rate Hedging Obligations,

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

     (b) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person, other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

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     (c) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (other than a Lien on Capital Stock of an Unrestricted Subsidiary), whether or not such Indebtedness is assumed by such Person;

provided, however, that (x) Contingent Obligations incurred in the ordinary course of business, (y) Spectrum Leases or any guarantee of obligations under Spectrum Leases or FCC License Rights and (z) obligations under or in respect of Receivables Facilities shall be deemed not to constitute Indebtedness.

          “Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuers, qualified to perform the task for which it has been engaged.

          “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

          “Initial Lien” has the meaning specified in Section 1012 of this Second-Priority Indenture.

          “Insolvency or Liquidation Proceeding” means (a) any voluntary or involuntary case or proceeding under the Bankruptcy Law with respect to either Issuer or any Subsidiary Guarantor, (b)any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to either Issuer or any Subsidiary Guarantor or with respect to a material portion of its respective assets, (c) any composition of liabilities or similar arrangement relating to either Issuer or any Subsidiary Guarantor, whether or not under a court’s jurisdiction or supervision, (d) any liquidation, dissolution, reorganization or winding up of either Issuer or any Subsidiary Guarantor, whether voluntary or involuntary, whether or not under a court’s jurisdiction or supervision, and whether or not involving insolvency or bankruptcy, or (e) any general assignment for the benefit of creditors or any other marshalling of assets and liabilities of either Issuer or any Subsidiary Guarantor.

          “Intercreditor Agreement” means any intercreditor agreement among the Issuers, the Second-Priority Trustee, the Second-Priority Collateral Agent and the agent for any secured Indebtedness, as it may be amended from time to time in accordance with its terms, with provisions that are customary for second lien debt financings prevailing on the Issue Date, which shall include, for the avoidance of doubt, the intercreditor agreement entered into by the Issuers, the Second-Priority Trustee and the Second-Priority Collateral Agent on the Issue Date.

          “Interest Payment Date” means the Stated Maturity of an installment of interest on the Second-Priority Notes.

          “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

          “Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Issuers in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 1010,

     (1) “Investments” shall include the portion (proportionate to the Issuers’ equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of either of the Issuers at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuers shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to

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     (x) the Issuers’ “Investment” in such Subsidiary at the time of such redesignation less

     (y) the portion (proportionate to the Issuers’ equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

     (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Issuers.

          “Issue Date” means December 9, 2010, the date of the issuance of the Second-Priority Notes.

          “Issue Date Ratings Condition” means that after giving effect to (i) the merger or acquisition described in clause (17) under Section 1011 or (ii) the consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition described in Article Eight, as applicable, the rating of the Second-Priority Notes is equal to or higher than B+ (or equivalent successor category or gradation) with respect to S&P and B3 (or equivalent successor category or gradation) with respect to Moody’s, in each case with a stable outlook or better.

          “Issuer Request” or “Issuer Order” means a written request or order (which may be in the form of a standing order or request) delivered to the Second-Priority Trustee and signed in the name of each of the Issuers, in each case by any of the following Officers: Chairman, President, any Vice President, Treasurer or an Assistant Treasurer.

          “Issuers” means the Persons named as the “Issuers” in the first paragraph of this Second-Priority Indenture, until successor Persons shall have become such pursuant to the applicable provisions of this Second-Priority Indenture, and thereafter “Issuers” shall mean such successor Persons.

          “Junior Indebtedness” has the meaning specified in Section 1110(a)(3)(A) of this Second-Priority Indenture.

          “Legal Defeasance” has the meaning specified in Section 1302 of this Second-Priority Indenture.

          “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

          “Maturity”, when used with respect to any Second-Priority Note, means the date on which the principal of such Second-Priority Note or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption or otherwise.

          “Moody’s” means Moody’s Investors Service, Inc.

          “Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

          “Net Proceeds” from an Asset Sale means cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and net proceeds from the sale of other disposition of any securities or other assets received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Sale or received in any other non-cash form) therefrom, in each case net of:

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     (1) all brokerage, legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses incurred, and all federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability under GAAP or distributed or distributable to its members as a tax distribution (after taking into account any available tax credits or deductions and any tax sharing agreements), as a consequence of such Asset Sale;

     (2) all payments made on any Indebtedness (other than Permitted Additional Junior Lien Obligations) that is secured by any assets subject to such Asset Sale, in accordance with the terms of any Lien upon such assets, or that must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable law be repaid out of the proceeds from such Asset Sale;

     (3) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale;

     (4) the deduction of appropriate amounts to be provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the property or other assets disposed of in such Asset Sale and retained by the Company or any Restricted Subsidiary after such Asset Sale; and

     (5) any portion of the purchase price from an Asset Sale placed in escrow (whether as a reserve for adjustment of the purchase price, or for satisfaction of indemnities in respect of such Asset Sale);

provided, however, that, in the cases of clauses (4) and (5), upon reversal of any such reserve or the termination of any such escrow, Net Proceeds shall be increased by the amount of such reversal or any portion of funds released from escrow to the Company or any Restricted Subsidiary.

          “New Equity Investment” means the equity investments made pursuant to the Investment Agreement dated November 9, 2009 by and among Parent, the Company, Sprint Nextel Corporation, Comcast Corporation, Time Warner Cable Inc., Bright House Networks, LLC, Eagle River Holdings, LLC and Intel Corporation.

          “Non-Core Spectrum Assets” means Spectrum Assets which, at the time such determination is made, are not: (i) located in any of the top 50 Basic Trading Authorizations (“BTA”), as measured in population, in the continental United States, except to the extent the Company and its Subsidiaries hold excess capacity in such BTA such that the absence of such Spectrum Asset would not result in the Company and its Subsidiaries not having the necessary spectrum to launch or support commercial wireless broadband services in such BTA; (ii) being utilized to provide wireless broadband services by the Company; or (iii) designated to be utilized in the then current build out schedule approved by Parent’s Board of Directors.

          “Non-Payment Default” has the meaning specified in Section 1603 of this Second-Priority Indenture.

          “Non-Subsidiary Guarantor Payment Default” has the meaning specified in Section 1703 of this Second-Priority Indenture.

          “Non-U.S. Person” means a Person who is not a U.S. Person.

          “Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

          “Offering Memorandum” means the Offering Memorandum dated December 2, 2010 relating to the Second-Priority Notes.

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          “Officer” means the Chairman of the Board of Directors, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Company or Finance Co.

          “Officers’ Certificate” means a certificate signed on behalf of the Issuers by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company that meets the requirements set forth in this Second-Priority Indenture.

          “Opinion of Counsel” means, with respect to any Person, a written opinion reasonably acceptable to the Second-Priority Trustee from legal counsel. The counsel may be counsel for such Person, including an employee of such Person.

          “Original Issue Date” means November 24, 2009.

          “Outstanding”, when used with respect to Second-Priority Notes, means, as of the date of determination, all Second-Priority Notes theretofore authenticated and delivered under this Second-Priority Indenture, except:

     (i) Second-Priority Notes theretofore cancelled by the Second-Priority Trustee or delivered to the Second-Priority Trustee for cancellation;

     (ii) Second-Priority Notes, or portions thereof, for whose payment or redemption money in the necessary amount has been theretofore deposited with the Second-Priority Trustee or any Paying Agent (other than the Issuers) in trust or set aside and segregated in trust by the Issuers (if the Issuers shall act as their own Paying Agent) for the Holders of such Second-Priority Notes; provided that, if such Second-Priority Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Second-Priority Indenture or provision therefor satisfactory to the Second-Priority Trustee has been made;

     (iii) Second-Priority Notes, except to the extent provided in Sections 1302 and 1303, with respect to which the Issuers have effected Legal Defeasance and/or Covenant Defeasance as provided in Article Thirteen; and

     (iv) Second-Priority Notes which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Second-Priority Notes have been authenticated and delivered pursuant to this Second-Priority Indenture, other than any such Second-Priority Notes in respect of which there shall have been presented to the Second-Priority Trustee proof satisfactory to it that such Second-Priority Notes are held by a bona fide purchaser in whose hands the Second-Priority Notes are valid obligations of the Issuers;

provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Second-Priority Notes have given any request, demand, authorization, direction, consent, notice or waiver hereunder, and for the purpose of making the calculations required by TIA Section 313, Second-Priority Notes owned by the Issuers or any other obligor upon the Second-Priority Notes or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Second-Priority Trustee shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Second-Priority Notes which a Responsible Officer of the Second-Priority Trustee actually knows to be so owned shall be so disregarded.

          “Parent” means Clearwire Corporation and its successors.

          “Parent Change of Control” means the occurrence of any of the following:

     (1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of Parent and its Subsidiaries, taken as a whole, to any Person other than any of the Permitted Holders (other than Parent) (excluding a swap of Spectrum Assets and related assets to the extent permitted by Section 1018; or

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     (2) the Issuers become aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) other than any of the Permitted Holders (other than Parent), in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of Parent or any of its direct or indirect parents.

          “Pari Passu Lien Priority” means, relative to specified Indebtedness, having equal Lien priority on specified Collateral.

          “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

          “pay its Guarantee” has the meaning specified in Section 1703 of this Second-Priority Indenture.

          “pay the Second-Priority Notes” has the meaning specified in Section 1603 of this Second-Priority Indenture.

          “Paying Agent” means any Person (including the Issuers acting as Paying Agent) authorized by the Issuers to pay the principal of (and premium, if any) or interest on any Second-Priority Notes on behalf of the Issuers.

          “Payment Blockage Period” has the meaning specified in Section 1603 of this Second-Priority Indenture.

          “Payment Default” has the meaning specified in Section 1603 of this Second-Priority Indenture.

          “Permitted Additional Junior Lien Obligations” means any Additional Second-Priority Notes and any other Indebtedness having Pari Passu Lien Priority relative to the Second-Priority Notes with respect to the Collateral and is not secured by any other assets; provided that an authorized representative of the holders of such Indebtedness (other than any Additional Second-Priority Notes) shall have executed a joinder to the Second-Priority Security Documents and the Intercreditor Agreement, in each case in the form provided therein.

          “Permitted Holders” means (i) Clearwire Corporation (except to the extent a Parent Change of Control has occurred), Sprint, Comcast Corporation, Time Warner Cable Inc., Bright House Networks, LLC, Google Inc. and Intel Corporation, any of their respective successors and their respective Affiliates or (ii) any “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members, provided that in the case of such “group” and without giving effect to the existence of such “group” or any other “group,” such Persons specified in (i), collectively, have beneficial ownership, directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent entities held by such “group.”

          “Permitted Investments” means

     (a) any Investment in the Company or any Domestic Subsidiary;

     (b) any Investment in cash and Cash Equivalents;

     (c) any Investment by the Company or any Domestic Subsidiary in a Person that is engaged in a Similar Business if as a result of such Investment:

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     (1) such Person becomes a Domestic Subsidiary; or

     (2) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Domestic Subsidiary;

     (d) any Investment by a Restricted Subsidiary that is not a Subsidiary Guarantor in a Person that is engaged in a Similar Business if as a result of such Investment:

     (1) such Person becomes a Restricted Subsidiary; or

     (2) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary;

     (e) any Investment in securities or other assets not constituting cash or Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions of Section 1018 or any other disposition of assets not constituting an Asset Sale;

     (f) any Investment existing or pursuant to agreements or arrangements in effect, on the Issue Date and any modification, replacement, renewal or extension thereof; provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the Issue Date or (y) as otherwise permitted under this Second-Priority Indenture;

     (g) any Investment acquired by the Company or any Restricted Subsidiary:

     (1) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Issuers of such other Investment or accounts receivable; or

     (2) as a result of a foreclosure by the Company or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

     (h) Hedging Obligations permitted under Section 1011(b)(11);

     (i) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other expenses, in each case incurred in the ordinary course of business or to finance the purchase of Equity Interests of the Company or any of its direct or indirect parents and in an amount not to exceed $25.0 million at any one time outstanding;

     (j) Investments the payment for which consists of Equity Interests of the Company or any of its direct or indirect parents (exclusive of Disqualified Stock of the Company); provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under Section 1010(a)(C);

     (k) (i) guarantees of Indebtedness permitted under Section 1011; provided that if such Indebtedness can only be incurred by the Company or Subsidiary Guarantors, then such guarantees are only permitted by this clause to the extent made by the Company or a Subsidiary Guarantor, (ii) guarantees incurred by the Company or any Restricted Subsidiary (other than a Spectrum Entity) in the ordinary course of business in connection with the acquisition or lease of FCC License Rights by the Company or any of its Restricted Subsidiaries and (iii) performance guarantees with respect to obligations incurred by the Company or any of its Restricted Subsidiaries;

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     (l) any transaction to the extent it constitutes an investment that is permitted and made in accordance with the provisions of Section 1013(b) (except transactions described in clauses (2), (4), (5) and (8) thereof);

     (m) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment or the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business;

     (n) additional Investments (including Investments in Foreign Subsidiaries) having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (n) that are at that time outstanding, not to exceed $200.0 million (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value) plus the amount of any distributions, dividends, payments or other returns in respect of such Investments (without duplication for purposes of Section 1010 of any amounts applied pursuant to clause (a)(C) of such Section 1010); provided that if such Investment is in Capital Stock of a Person that subsequently becomes a Restricted Subsidiary, such Investment shall thereafter be deemed permitted under clause (a) above and shall not be included as having been made pursuant to this clause (n);

     (o) Investments consisting of the non-exclusive licensing or contribution of intellectual property pursuant to joint marketing arrangements with other persons;

     (p) Investments of a Restricted Subsidiary acquired after the Issue Date or of an entity merged into any Issuer or merged into or consolidated with a Restricted Subsidiary after the Issue Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

     (q) the creation of Liens on the assets of the Company or any of its Restricted Subsidiaries in compliance with Section 1012;

     (r) Investments consisting of earnest money deposits require in connection a purchase agreement or other acquisitions to the extent not otherwise prohibited under this Second-Priority Indenture; and

     (s) Investments relating to any special-purpose wholly owned subsidiary of the Company organized in connection with a Receivables Facility that, in the good faith determination of the Board of Directors of the Company, are necessary or advisable to effect such Receivables Facility.

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          “Permitted Junior Securities” means:

          (1) Equity Interests in the Company, any Guarantor or any direct or indirect parent of the Company; or

          (2) unsecured debt securities that are subordinated to all Senior Indebtedness (and any debt securities issued in exchange for Senior Indebtedness) to substantially the same extent as, or to a greater extent than, the Second-Priority Notes and the related Guarantees are subordinated to Designated First Lien Indebtedness under the Second-Priority Indenture;

          provided that the term “Permitted Junior Securities” shall not include any securities distributed pursuant to a plan of reorganization if the Indebtedness under Designated First Lien Indebtedness is treated as part of the same class as the Second-Priority Notes for purposes of such plan of reorganization; provided further that to the extent that any Designated First Lien Indebtedness of the Issuers or the Guarantors outstanding on the date of consummation of any such plan of reorganization is not paid in full in cash on such date, the holders of any such Designated First Lien Indebtedness not so paid in full in cash have consented to the terms of such plan of reorganization.

          “Permitted Liens” means, with respect to any Person:

     (1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

     (2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review;

     (3) Liens for taxes, assessments or other governmental charges not yet due or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings;

     (4) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

     (5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

     (6) Liens securing Indebtedness permitted to be incurred pursuant to Section 1011(b)(3); provided that Liens securing Indebtedness incurred pursuant to Section 1011(b)(3) are solely on acquired property or the assets of the acquired entity;

     (7) Liens (i) existing on the Issue Date and (ii) securing the First-Priority Notes and the Second-Priority Liens issued on the Issue Date;

     (8) Liens on property or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation

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of, such other Person becoming such a subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Issuers or any Restricted Subsidiary;

     (9) Liens on property at the time the Issuers or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Issuers or any Restricted Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other property owned by the Issuers or any Restricted Subsidiary;

     (10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary that is not a Subsidiary Guarantor to another Restricted Subsidiary that is not a Subsidiary Guarantor, in each case permitted to be incurred in accordance with Section 1011 hereof;

     (11) Liens securing Hedging Obligations so long as the related Indebtedness is, and is permitted to be under this Second-Priority Indenture, secured by a Lien on the same property securing such Hedging Obligations;

     (12) Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

     (13) leases and subleases of real property granted to others in the ordinary course of business so long as such leases and subleases are subordinate in all respects to the Liens granted and evidenced by the Second-Priority Security Documents and which do not materially interfere with the ordinary conduct of the business of the Issuers or any of the Restricted Subsidiaries;

     (14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuers and its Restricted Subsidiaries in the ordinary course of business;

     (15) Liens in favor of the Issuers or any Domestic Subsidiary;

     (16) Liens on equipment of the Issuers or any Restricted Subsidiary granted in the ordinary course of business to the Issuers’ clients at which such equipment is located;

     (17) Liens imposed by general rules and regulations of the FCC in 47 CFR 1.9001 et seq. governing Spectrum Leases;

     (18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), (9), (10), (11), (15), and clauses (25), (30) and (31) below; provided however, that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8), (9), (10), (11), (15) and clauses (25), (30) and (31) below at the time the original Lien became a Permitted Lien under this Second-Priority Indenture, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement and (z) the new Lien has no greater priority and the holders of the Indebtedness secured by such Lien have no greater intercreditor rights relative to the Second-Priority Notes and Holders thereof than the original Liens and the related Indebtedness;

     (19) other Liens securing obligations which obligations do not exceed $50.0 million at any one time outstanding;

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     (20) Liens on (i) FCC License Rights in favor of the FCC to the extent required and arising by operation of law, or (ii) arising from the lease or sublease of such FCC License Rights in the ordinary course of business solely to the extent that (A) such spectrum is not necessary to the conduct of the business of the Issuers and its Subsidiaries as then conducted or contemplated to be conducted in accordance with the Issuers’ business plan, as approved by the Board of Directors of the Company, (B) such Lien could not reasonably be expected to have a material adverse effect on the value of the Collateral, when taken as a whole, or impair the utility or operation thereof or the ability of the Second-Priority Collateral Agent or the Holders to realize the benefits of, and intended to be afforded by, the Collateral, when taken as a whole, (C) to the extent such lease or sublease constitutes Collateral, the Second-Priority Collateral Agent has a valid perfected second priority security interest in such lease or sublease and all proceeds thereof, including, without limitation, all rents and other payments thereunder, and (D) such lease or sublease is an Asset Sale otherwise permitted by this Second-Priority Indenture and any requirements of this Second-Priority Indenture in connection with such Asset Sale shall have been compiled with;

     (21) Liens securing the Second-Priority Notes outstanding on the Issue Date, Refinancing Indebtedness with respect to such Second-Priority Notes, and the Subsidiary Guarantees relating thereto and any obligations with respect to such Second-Priority Notes, Refinancing Indebtedness, and Subsidiary Guarantees;

     (22) Liens on the Collateral in favor of any collateral agent for the benefit of the Holders relating to such collateral agent’s administrative expenses with respect to the Collateral;

     (23) Liens to secure Indebtedness of any Foreign Subsidiary permitted by Section 1011(b)(19) covering only the assets of such Foreign Subsidiary;

     (24) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

     (25) Liens securing (i) First-Priority Obligations permitted to be incurred pursuant to Section 1011(a); provided that any such Indebtedness has Pari Passu Lien Priority relative to the First-Priority Notes and Existing Secured Notes and related guarantees and after giving pro forma effect thereto, the Consolidated First-Priority Secured Debt Ratio would be no greater than 3.00 to 1.00 and (ii) Permitted Additional Junior Lien Obligations permitted to be incurred pursuant to Section 1011(a); provided that any such Indebtedness has Pari Passu Lien Priority relative to the Second-Priority Notes and Guarantees and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 4.00 to 1.0;

     (26) any interest or title of a lessor, sublessor, licensor or sublicensor in the property subject to any lease, sublease, license or sublicense (other than any property that is the subject of a sale and leaseback transaction), including, without limitation, FCC License Rights;

     (27) Liens on assets or securities deemed to arise in connection with and solely as a result of the execution, delivery or performance of contracts to sell such assets or securities if such sale is otherwise permitted hereunder;

     (28) Liens on Capital Stock of Unrestricted Subsidiaries securing Indebtedness of such Unrestricted Subsidiaries;

     (29) restricted cash securing Indebtedness under letters of credit permitted under Section 1011(b)(20);

     (30) Liens on Collateral securing Indebtedness permitted to be incurred pursuant to Section 1011(b)(14)(y);

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     (31) [Reserved];

     (32) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with importation of goods;

     (33) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of good entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business;

     (34) Liens incurred to secure cash management services in the ordinary course of business;

     (35) Liens on funds of the Company or any Subsidiary held in deposit accounts with third party providers of payment services securing credit card charge-back reimbursement and similar obligations of the Company or the Subsidiaries;

     (36) Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon;

     (37) Liens arising by operation of law or contract on insurance policies and the proceeds thereof to secure premiums thereunder;

     (38) Liens attaching solely to cash earnest money deposits in connection with fully collateralized repurchase agreements that constitute temporary cash investments;

     (39) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility; and

     (40) Liens imposed in connection with any Federal Grant Program on cash provided by a Federal Grant Program and any assets (other than Spectrum Assets) acquired solely with such cash.

          For purposes of determining compliance with this definition, (A) Permitted Liens need not be incurred solely by reference to one category of Permitted Liens described above but are permitted to be incurred in part under any combination thereof and (B) in the event that a Lien (or any portion thereof) meets the criteria of one or more of the categories of Permitted Liens described above, the Issuers shall, in its sole discretion, classify (or reclassify) such item of Permitted Liens (or any portion thereof) in any manner that complies with this definition and shall only be required to include the amount and type of such item of Permitted Liens in one of the above clauses and such Lien shall be treated as having been incurred pursuant to only one of such clauses.

          “Permitted Spectrum Liens” has the meaning specified in Section 1012 of this Second-Priority Indenture.

          “Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

          “Predecessor Second-Priority Note” of any particular Second-Priority Note means every previous Second-Priority Note evidencing all or a portion of the same debt as that evidenced by such particular Second-Priority Note; and, for the purposes of this definition, any Second-Priority Note authenticated and delivered under Section 306 in exchange for a mutilated Second-Priority Note or in lieu of a lost, destroyed or stolen Second-Priority Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Second-Priority Note.

          “preferred stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

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          “Private Placement Legend” has the meaning specified in Section 203 of this Second-Priority Indenture.

          “QIB” means a “qualified institutional buyer” as defined in Rule 144A.

          “Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Board of Directors in good faith.

          “Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Second-Priority Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuers which shall be substituted for Moody’s or S&P or both, as the case may be.

          “Receivables Facility” means one or more receivables financing facilities, as amended from time to time, the Indebtedness of which is non-recourse (except for standard representations, warranties, covenants and indemnities made in connection with such facilities) to the Issuers and the Restricted Subsidiaries pursuant to which the Issuers and/or any of their Restricted Subsidiaries sells their accounts receivable to a Person that is not a Restricted Subsidiary.

          “Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

          “Redemption Date”, when used with respect to any Second-Priority Note to be redeemed, in whole or in part, means the date fixed for such redemption by or pursuant to this Second-Priority Indenture.

          “Redemption Price”, when used with respect to any Second-Priority Note to be redeemed, means the price at which it is to be redeemed pursuant to this Second-Priority Indenture.

          “Refinancing Indebtedness” has the meaning specified in Section 1011 of this Second-Priority Indenture.

          “Refunding Capital Stock” has the meaning specified in Section 1010 of this Second-Priority Indenture.

          “Regular Record Date” has the meaning specified in Section 301 of this Second-Priority Indenture.

          “Regulation S” means Regulation S under the Securities Act.

          “Regulation S Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Second-Priority Notes sold in reliance on Rule 903 of Regulation S.

          “Replacement Assets” means (1) non-current assets (including any such assets acquired by capital expenditures) that shall be used or useful in a Similar Business or (2) substantially all the assets of a Similar Business or a majority of the Voting Stock of any Person engaged in a Similar Business that shall become on the date of acquisition thereof a Domestic Subsidiary (or a Restricted Subsidiary solely to the extent the assets being replaced were sold by a Foreign Subsidiary); provided that, in respect of any Spectrum Assets, Replacement Assets shall only consist of (A) substitute, replacement or other comparable FCC Licenses, Spectrum Leases and Wireless Communications Systems and Capital Stock in entities owning any FCC License Rights, Spectrum Leases and Wireless Communications Systems, which in each case, when taken as a whole, are at least of equivalent fair market value to the fair market value of such assets that were the subject of such Asset Sale or (B) equipment that may be used in constructed or expanding any Wireless Communications Systems or providing services over Wireless Communications

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Systems, which in either case under the preceding clauses (A) and (B) are, or upon acquisition will become, subject to a valid second priority Lien in favor of the Second-Priority Collateral Agent under the Second-Priority Security Documents in the manner and to the extent required in this Second-Priority Indenture or any of the Second-Priority Security Documents, perfected to the extent required by the Second-Priority Security Documents.

          “Representative” means any trustee, agent or representative (if any) for an issue of Designated First Lien Indebtedness.

          “Responsible Officer”, when used with respect to the Second-Priority Trustee, means any vice president, any assistant treasurer, any trust officer or assistant trust officer, or any other officer of the Second-Priority Trustee customarily performing functions similar to those performed by any of the above-designated officers, in each case assigned by the Second-Priority Trustee to administer its corporate trust matters, and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Second-Priority Indenture.

          “Restricted Global Note” means a Global Note bearing the Private Placement Legend.

          “Restricted Investment” means an Investment other than a Permitted Investment.

          “Restricted Payments” has the meaning specified in Section 1010 of this Second-Priority Indenture.

          “Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

          “Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Company (including any Foreign Subsidiary), other than Finance Co, that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

          “Retired Capital Stock” has the meaning specified in Section 1010 of this Second-Priority Indenture.

          “Reversion Date” means, during any period of time during which the Issuers and the Restricted Subsidiaries are not subject to the Suspended Covenants as a result of a Covenant Suspension Event, the date on which one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Second Priority Notes below an Investment Grade Rating or a Default occurs and is continuing, and after which date the Issuers and the Restricted Subsidiaries will again be subject to the Suspended Covenants with respect to events occurring after the Reversion Date.

          “Rule 144” means Rule 144 promulgated under the Securities Act.

          “Rule 144A” means Rule 144A under the Securities Act.

          “Rule 903” means Rule 903 promulgated under the Securities Act.

          “Rule 904” means Rule 904 promulgated under the Securities Act.

          “S&P” means Standard and Poor’s Ratings Group.

          “Second-Priority Collateral Agent” means Wilmington Trust FSB, in its capacity as “Second-Priority Collateral Agent” under this Second-Priority Indenture and under the Second-Priority Security Documents, and any successor thereto in such capacity.

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          “Second-Priority Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this Second-Priority Indenture and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be part of and govern this instrument and any such supplemental indenture, respectively.

          “Second-Priority Note Documents” means the Second-Priority Notes, the Guarantees, this Second-Priority Indenture, any Intercreditor Agreement and the Second-Priority Security Documents.

          “Second-Priority Note Register” and “Second-Priority Note Registrar” have the respective meanings specified in Section 305.

          “Second-Priority Notes” has the meaning stated in the first recital of this Second-Priority Indenture and more particularly means any Second-Priority Notes authenticated and delivered under this Second-Priority Indenture. The Second-Priority Notes, including any Additional Second-Priority Notes, shall be treated as a single class for all purposes of this Second-Priority Indenture, and unless the context otherwise requires, all references to the Second-Priority Notes shall include any Additional Second-Priority Notes.

          “Second-Priority Security Agreement” means that certain collateral agreement, dated as of the Issue Date, between the Issuers, the Subsidiary Guarantors party thereto and the Second-Priority Collateral Agent, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified from time to time.

          “Second-Priority Security Documents” means the security agreements, pledge agreements, deeds to secure debt, collateral assignments and related agreements (including, without limitation, financing statements under the Uniform Commercial Code of the relevant states), as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified from time to time, creating the security interests in the Collateral as contemplated by this Second-Priority Indenture.

          “Second-Priority Trustee” means the Person named as the “Second-Priority Trustee” in the first paragraph of this Second-Priority Indenture until a successor Second-Priority Trustee shall have become such pursuant to the applicable provisions of this Second-Priority Indenture, and thereafter “Second-Priority Trustee” shall mean such successor Second-Priority Trustee.

          “Secured Parties” means, collectively, the Second-Priority Trustee, the Second-Priority Collateral Agent, each Holder, each other holder of, or obligee in respect of any Obligations in respect of the Second-Priority Notes and holders of Permitted Additional Junior Lien Obligations and each Applicable Authorized Representative (as defined in the Second-Priority Security Agreement) thereto.

          “Securities Act” means the Securities Act of 1933 and the rules and regulations of the Commission promulgated thereunder.

          “Senior Indebtedness” means

     (a) all Hedging Obligations (and guarantees thereof) permitted to be incurred under the terms of this Second-Priority Indenture;

     (b) any other Indebtedness of the Issuers or any Subsidiary Guarantor permitted to be incurred under the terms of this Second-Priority Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Second-Priority Notes or any Guarantee; and

     (c) all Obligations with respect to the items listed in the preceding clauses (a) and (b).

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          “Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the date hereof.

          “Similar Business” means any business conducted or proposed to be conducted by the Issuers and its Restricted Subsidiaries on the date of this Second-Priority Indenture or any business that is similar, reasonably related, incidental or ancillary thereto.

          “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Second-Priority Trustee pursuant to Section 307.

          “Spectrum Assets” means (i) all FCC License Rights held by the Issuers and their Restricted Subsidiaries on the Issue Date and any Replacement Assets in respect thereof and (ii) the Capital Stock of each Spectrum Entity.

          “Spectrum Entity” means the Company and each Restricted Subsidiary to the extent the Company or any such Restricted Subsidiary holds any Spectrum Assets at the applicable time.

          “Spectrum Lease” any lease, license, agreement or other arrangement pursuant to which the Issuers or any Restricted Subsidiary leases, licenses or otherwise acquires or obtains any rights, whether exclusive or non-exclusive, with respect to any FCC License, to which the Issuers or any Restricted Subsidiary is now or may hereafter become a party, as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof.

          “Stated Maturity”, when used with respect to any Second-Priority Note or any installment of principal thereof or interest thereon, means the date specified in such Second-Priority Notes as the fixed date on which the principal of such Second-Priority Notes or such installment of principal or interest is due and payable.

          “Subordinated Indebtedness” means

     (a) with respect to the Issuers, any Indebtedness of the Issuers which is by its terms subordinated in right of payment to the Second-Priority Notes, and

     (b) with respect to any Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor which is by its terms subordinated in right of payment to the Guarantee of such Subsidiary Guarantor.

          “Subsidiary” means, with respect to any Person,

     (1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and

     (2) any partnership, joint venture, limited liability company or similar entity of which

     (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

     (y) such Person or any Restricted Subsidiary of such Person is a controlling general partner managing member of such entity.

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          “Subsidiary Guarantor” means each wholly owned Domestic Subsidiary of the Company on the Issue Date and any other Restricted Subsidiaries that become guarantors under this Second-Priority Indenture in accordance with the terms of this Second-Priority Indenture.

          “Subsidiary Guarantor Payment Default” has the meaning specified in Section 1703 of this Second-Priority Indenture.

          “Successor Company” has the meaning specified in Section 801 of this Second-Priority Indenture.

          “Successor Person” has the meaning specified in Section 802 of this Second-Priority Indenture.

          “Suspended Covenants” has the meaning specified in Section 1025(a) of this Second-Priority Indenture

          “Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to December 1, 2014; provided, however, that if the period from the redemption date to December 1, 2014 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

          “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in force at the date as of which this Second-Priority Indenture was executed, except as provided in Section 905.

          “Unrestricted Global Note” means a Global Note that does not bear and is not required to bear the Private Placement Legend.

          “Unrestricted Subsidiary” means

     (1) any Subsidiary of the Company which at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors of the Company, as provided below) and

     (2) any Subsidiary of an Unrestricted Subsidiary.

          The Board of Directors of the Company may designate any Subsidiary of the Company (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Company or any Subsidiary of the Company (other than any Subsidiary of the Subsidiary to be so designated); provided that

     (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Issuers,

     (b) such designation complies with Section 1010, and

     (c) each of

     (1) the Subsidiary to be so designated and

     (2) its Subsidiaries

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has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuers or any Restricted Subsidiary.

          The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation no Default or Event of Default shall have occurred and be continuing.

          Any such designation by the Board of Directors of the Company shall be notified by the Issuers to the Second-Priority Trustee by promptly filing with the Second-Priority Trustee a copy of the board resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

          “U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.

          “Vice President”, when used with respect to the Issuers or the Second-Priority Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president”.

          “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

          “Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or preferred stock, as the case may be, at any date, the quotient obtained by dividing

     (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or preferred stock multiplied by the amount of such payment, by

     (2) the sum of all such payments.

          “Wholly Owned Restricted Subsidiary” means any Wholly Owned Subsidiary that is a Restricted Subsidiary.

          “Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.

          “Wireless Communications System” means any system to provide telecommunications services, including, without limitation, specialized mobile radio system, radio paging system, mobile telephone system, cellular radio telecommunications system, conventional mobile telephone system, personal communications system, EBS/ITFS-based system or BRS/MDS/MMDS-based system, data transmission system or any other paging, mobile telephone, radio, microwave, communications, broadband or data transmission system.

          SECTION 102. Compliance Certificates and Opinions.

          Upon any application or request by the Issuers to the Second-Priority Trustee to take any action under any provision of this Second-Priority Indenture, the Issuers shall furnish to the Second-Priority Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Second-Priority Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Second-Priority Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

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          Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Second-Priority Indenture (other than pursuant to Section 1008(a)) shall include:

     (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

     (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

     (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

     (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

          SECTION 103. Form of Documents Delivered to Second-Priority Trustee.

          In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

          Any certificate or opinion of an officer of the Company or Finance Co may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company or Finance Co stating that the information with respect to such factual matters is in the possession of the Company or Finance Co, as applicable, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

     Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Second-Priority Indenture, they may, but need not, be consolidated and form one instrument.

          SECTION 104. Acts of Holders.

          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Second-Priority Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Second-Priority Trustee and, where it is hereby expressly required, to the Issuers. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Second-Priority Indenture and conclusive in favor of the Second-Priority Trustee and the Issuers, if made in the manner provided in this Section.

          (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of authority. The fact and date

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of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Second-Priority Trustee deems sufficient.

          (c) The principal amount and serial numbers of Second-Priority Notes held by any Person, and the date of holding the same, shall be proved by the Second-Priority Note Register.

          (d) If the Issuers shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuers may, at their option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuers shall have no obligation to do so. Notwithstanding TIA Section 316(c), such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Second-Priority Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Second-Priority Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Second-Priority Indenture not later than eleven months after the record date. Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Second-Priority Note shall bind every future Holder of the same Second-Priority Note and the Holder of every Second-Priority Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Second-Priority Trustee, the Issuers or any Subsidiary Guarantor in reliance thereon, whether or not notation of such action is made upon such Second-Priority Note.

          SECTION 105. Notices, Etc., to Second-Priority Trustee, Issuers, Any Subsidiary Guarantor and Agent.

          Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Second-Priority Indenture to be made upon, given or furnished to, or filed with,

     (1) the Second-Priority Trustee by any Holder or by the Issuers or any Subsidiary Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (which may be via facsimile) to or with the Second-Priority Trustee at Wilmington Trust FSB, Corporate Capital Markets, 50 South Sixth Street, Suite 1290, Minneapolis, MN 55402-1544, Fax (612) 217-5651, Attention: Clearwater Communications LLC Administrator, or

     (2) the Issuers or any Subsidiary Guarantor by the Second-Priority Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or delivered in writing and mailed, first-class postage prepaid, or delivered by recognized overnight courier, to the Issuers or such Subsidiary Guarantor addressed to it at the address of its principal office specified in the first paragraph, Attention: General Counsel, or at any other address previously furnished in writing to the Second-Priority Trustee by the Issuers or such Subsidiary Guarantor.

          SECTION 106. Notice to Holders; Waiver.

          Where this Second-Priority Indenture provides for notice of any event to Holders by the Issuers or the Second-Priority Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at its address as it appears in the Second-Priority Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with

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respect to other Holders. Notices given by publication shall be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing.

          In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Second-Priority Indenture, then any manner of giving such notice as shall be satisfactory to the Second-Priority Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunder.

          Where this Second-Priority Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Second-Priority Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

          SECTION 107. Effect of Headings and Table of Contents.

          The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

          SECTION 108. Successors and Assigns.

          All agreements of the Issuers in this Second-Priority Indenture and the Second-Priority Notes will bind its successors. All agreements of the Second-Priority Trustee in this Second-Priority Indenture will bind its successors. All agreements of each Subsidiary Guarantor in this Second-Priority Indenture will bind its successors, except as otherwise provided in Section 1209 hereof. The provisions of Article Fourteen relating to the Second-Priority Collateral Agent shall inure to the benefit of such Second-Priority Collateral Agent.

          SECTION 109. Separability Clause.

          In case any provision in this Second-Priority Indenture or in the Second-Priority Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

          SECTION 110. Benefits of Second-Priority Indenture.

          Nothing in this Second-Priority Indenture or in the Second-Priority Notes, express or implied, shall give to any Person, other than the parties hereto, any Paying Agent, any Second-Priority Notes Registrar and their successors hereunder, the Holders and, with respect to any provisions hereof relating to the subordination of the Second-Priority Notes or the rights of holders of Senior Indebtedness, the holders of Senior Indebtedness, any benefit or any legal or equitable right, remedy or claim under this Second-Priority Indenture.

          SECTION 111. Governing Law.

          This Second-Priority Indenture, the Second-Priority Notes and any Guarantee shall be governed by and construed in accordance with the laws of the State of New York. This Second-Priority Indenture is subject to the provisions of the Trust Indenture Act that are referred to herein or are otherwise required to be part of this Second-Priority Indenture and shall, to the extent applicable, be governed by such provisions.

          SECTION 112. Communication by Holders of Second-Priority Notes with Other Holders of Second-Priority Notes.

          Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Second-Priority Indenture or the Second-Priority Notes. The Issuers, the Second-

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Priority Trustee, the Second-Priority Notes Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c).

          SECTION 113. Legal Holidays.

          In any case where any Interest Payment Date, Redemption Date or Stated Maturity or Maturity of any Second-Priority Note shall not be a Business Day, then (notwithstanding any other provision of this Second-Priority Indenture or of the Second-Priority Notes) payment of principal (or premium, if any) or interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date, or at the Stated Maturity or Maturity; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date, Stated Maturity or Maturity, as the case may be.

          SECTION 114. No Personal Liability of Directors, Officers, Employees and Stockholders.

          No director, officer, employee, incorporator or stockholder of the Issuers or any Subsidiary Guarantor or any of their parent companies shall have any liability for any obligations of the Issuers or the Subsidiary Guarantors under the Second-Priority Notes, the Guarantees or this Second-Priority Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting a Second-Priority Note and the related Guarantee waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Second-Priority Notes and the Guarantees. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.

          SECTION 115. Trust Indenture Act Controls.

          If any provision of this Second-Priority Indenture limits, qualifies or conflicts with another provision which is required to be included in this Second-Priority Indenture by the TIA, the provision required by the TIA shall control. If any provision of this Second-Priority Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the latter provision shall be deemed to apply to this Second-Priority Indenture as so modified or excluded, as the case may be.

          SECTION 116. Counterparts.

          This Second-Priority Indenture may be executed in any number of counterparts, each of which shall be original; but such counterparts shall together constitute but one and the same instrument.

          SECTION 117. USA Patriot Act.

          The parties hereto acknowledge that in accordance with Section 326 of the USA Patriot Act the Second-Priority Trustee and Agents, like all financial institutions and in order to help fight the funding of terrorism and money laundering, are required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account. The parties to this Second-Priority Indenture agree that they will provide the Second-Priority Trustee and the Agents with such information as they may request in order to satisfy the requirements of the USA Patriot Act.

          SECTION 118. Waiver of Jury Trial.

          EACH OF THE ISSUERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

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          SECTION 119. Force Majeure.

          In no event shall the Second-Priority Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Second-Priority Trustee shall use reasonable efforts which are consistent with its banking practices to resume performance as soon as practicable under the circumstances.

ARTICLE TWO

NOTE FORMS

          SECTION 201. Forms Generally.

          The Second-Priority Notes shall be known and designated as “12% Second-Priority Secured Notes due 2017” of the Issuers. The Second-Priority Notes and the Second-Priority Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Second-Priority Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Second-Priority Note will be dated the date of its authentication. The Second-Priority Notes shall be in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

          The terms and provisions contained in the Second-Priority Notes will constitute, and are hereby expressly made, a part of this Second-Priority Indenture and the Issuers, the Subsidiary Guarantors and the Second-Priority Trustee, by their execution and delivery of this Second-Priority Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Second-Priority Note conflicts with the express provisions of this Second-Priority Indenture, the provisions of this Second-Priority Indenture shall govern and be controlling.

          Any definitive Second-Priority Notes shall be printed, lithographed, typewritten or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the Officers of the Issuers executing such Second-Priority Notes, as evidenced by their execution of such Second-Priority Notes.

          Second-Priority Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Second-Priority Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Second-Priority Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Second-Priority Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Second-Priority Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Second-Priority Notes represented thereby will be made by the Second-Priority Trustee or the Custodian, at the direction of the Second-Priority Trustee, in accordance with instructions given by the Holder thereof as required by Section 312 hereof.

          The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global Note that are held by Participants through Euroclear or Clearstream.

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          SECTION 202. Form of Second-Priority Trustee’s Certificate of Authentication.

          The Second-Priority Trustee shall, upon receipt of an Issuer Order, authenticate Second-Priority Notes for original issue that may be validly issued under this Second-Priority Indenture, including any Additional Second-Priority Notes. The aggregate principal amount of Second-Priority Notes outstanding at any time may not exceed the aggregate principal amount of Second-Priority Notes authorized for issuance by the Issuers pursuant to one or more Issuer Orders, except as provided in Section 306 hereof.

          The Second-Priority Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Second-Priority Notes. An authenticating agent may authenticate Second-Priority Notes whenever the Second-Priority Trustee may do so. Each reference in this Second-Priority Indenture to authentication by the Second-Priority Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers.

          Subject to Section 611, the Second-Priority Trustee’s certificate of authentication shall be in substantially the following form:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION.

          This is one of the Second-Priority Notes referred to in the within-mentioned Second-Priority Indenture.

	WILMINGTON TRUST FSB, as Second-Priority Trustee
Dated:
	By
		Authorized Signatory

          SECTION 203. Restrictive Legends.

          Each Restricted Global Note, Definitive Second-Priority Note and Regulation S Global Note shall bear the following legend set forth below (the “Private Placement Legend”) on the face thereof:

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUERS OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT, OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

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          Each Global Note shall also bear the following legend on the face thereof:

     UNLESS THIS CERTIFICATE IS PRESENTED, BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 312 OF THE INDENTURE.

     Each Regulation S Global Note shall bear a legend in substantially the following form:

     BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON, NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON, AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.

     Each Second-Priority Note issued hereunder that has more than a de minimis about of original issue discount for U.S. Federal Income Tax purposes shall bear a legend in substantially the following form:

     THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTES BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE ISSUERS AT THE FOLLOWING ADDRESS: CLEARWIRE COMMUNICATIONS, LLC, 4400 CARILLON POINT, KIRKLAND, WASHINGTON 98033 AND CLEARWIRE FINANCE, INC., 4400 CARILLON POINT, KIRKLAND, WASHINGTON 98033, ATTENTION: GENERAL COUNSEL.

ARTICLE THREE

THE NOTES

          SECTION 301. Title and Terms.

          The aggregate principal amount of Second-Priority Notes which may be authenticated and issued under this Second-Priority Indenture is not limited; provided, however, that any Additional Second-Priority Notes issued under this Second-Priority Indenture are issued in accordance with Sections 303 and 1011 hereof, as part of the same series as the Second-Priority Notes.

          The Second-Priority Notes shall be known and designated as the “12% Second-Priority Secured Notes due 2017” of the Issuers. The Stated Maturity of the Second-Priority Notes shall be December 1, 2017, and the Second-Priority Notes shall bear interest at the rate of 12% per annum from December 9, 2010, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on June 1, 2010 and semi-annually thereafter on June 1 and December 1 in each year and at said Stated Maturity, until the principal

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thereof is paid or duly provided for and to the Person in whose name the Second-Priority Note (or any predecessor Second-Priority Note) is registered at the close of business on the May 15 and November 15 (whether or not a Business Day) immediately preceding such Interest Payment Date (each, a “Regular Record Date”).

          The principal of (and premium, if any) and interest on the Second-Priority Notes shall be payable at the office or agency of the Issuers maintained for such purpose or, at the option of the Issuers, payment of interest may be made by check mailed or wire transfer to the Holders of the Second-Priority Notes at their respective addresses set forth in the Second-Priority Note Register of Holders; provided that all payments of principal, premium, if any, and interest, if any, with respect to Second-Priority Notes represented by one or more Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuers, the Issuers’ office or agency shall be the office of the Second Lien Trustee maintained for such purpose.

          Holders shall have the right to require the Issuers to purchase their Second-Priority Notes, in whole or in part, in the event of a Change in Control pursuant to Section 1017. The Second-Priority Notes shall be subject to repurchase pursuant to an offer to purchase as provided in Section 1018.

          The Second-Priority Notes shall be redeemable as provided in Article Eleven.

          The due and punctual payment of principal of, premium, if any, and interest on the Second-Priority Notes payable by the Issuers are irrevocably and unconditionally guaranteed, to the extent set forth herein, by each of the Subsidiary Guarantors.

          SECTION 302. Denominations.

          The Second-Priority Notes shall be issuable only in registered form without coupons and only in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

          SECTION 303. Execution, Authentication, Delivery and Dating.

          The Second-Priority Notes shall be executed on behalf of the Company and Finance Co by any two Officers of each of Company and Finance Co. The signature of any Officer on the Second-Priority Notes may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Second-Priority Notes.

          Second-Priority Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company and Finance Co shall bind the Company and Finance Co, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Second-Priority Notes or did not hold such offices at the date of such Second-Priority Notes.

          At any time and from time to time after the execution and delivery of this Second-Priority Indenture, the Issuers may deliver Second-Priority Notes executed by the Issuers to the Second-Priority Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Second-Priority Notes, and the Second-Priority Trustee in accordance with such Issuer Order shall authenticate and deliver such Second-Priority Notes.

          On the Issue Date, the Issuers shall deliver the Second-Priority Notes in the aggregate principal amount of $500,000,000 executed by the Issuers to the Second-Priority Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Second-Priority Notes, directing the Second-Priority Trustee to authenticate the Second-Priority Notes and certifying that all conditions precedent to the issuance of Second-Priority Notes contained herein have been fully complied with, and the Second-Priority Trustee in accordance with such Issuer Order shall authenticate and deliver such Second-Priority Notes. At any time and from time to time after the Issue Date, the Issuers may deliver Additional Second-Priority Notes executed by the Issuers to the Second-Priority Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Additional Second-Priority Notes, directing the Second-Priority Trustee to authenticate the Additional Second-Priority

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Notes and certifying that the issuance of such Additional Second-Priority Notes is in compliance with Article Ten hereof and that all other conditions precedent to the issuance of Second-Priority Notes contained herein have been fully complied with, and the Second-Priority Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Second-Priority Notes. In each case, the Second-Priority Trustee shall receive an Officers’ Certificate and an Opinion of Counsel of the Issuers that it may reasonably require in connection with such authentication of Second-Priority Notes. Such order shall specify the amount of Second-Priority Notes to be authenticated and the date on which the original issue of Second-Priority Notes is to be authenticated.

          Each Second-Priority Note shall be dated the date of its authentication.

          No Second-Priority Note shall be entitled to any benefit under this Second-Priority Indenture or be valid or obligatory for any purpose unless there appears on such Second-Priority Note a certificate of authentication substantially in the form provided for herein duly executed by the Second-Priority Trustee by manual signature of an authorized officer, and such certificate upon any Second-Priority Note shall be conclusive evidence, and the only evidence, that such Second-Priority Note has been duly authenticated and delivered hereunder and is entitled to the benefits of this Second-Priority Indenture.

          In case an Issuer or any Subsidiary Guarantor, pursuant to Article Eight, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which such Issuer or such Subsidiary Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a supplemental indenture in the form of Exhibit D hereto with the Second-Priority Trustee pursuant to Article Eight, any of the Second-Priority Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Second-Priority Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Second-Priority Notes surrendered for such exchange and of like principal amount; and the Second-Priority Trustee, upon Issuer Request of the successor Person, shall authenticate and deliver Second-Priority Notes as specified in such request for the purpose of such exchange. If Second-Priority Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Second-Priority Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Second-Priority Notes at the time Outstanding for Second-Priority Notes authenticated and delivered in such new name.

          SECTION 304. Temporary Second-Priority Notes.

          Pending the preparation of definitive Second-Priority Notes, the Issuers may execute, and upon Issuer Order the Second-Priority Trustee shall authenticate and deliver, temporary Second-Priority Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Second-Priority Notes in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Second-Priority Notes may determine, as conclusively evidenced by their execution of such Second-Priority Notes.

          If temporary Second-Priority Notes are issued, the Issuers will cause definitive Second-Priority Notes to be prepared without unreasonable delay. After the preparation of definitive Second-Priority Notes, the temporary Second-Priority Notes shall be exchangeable for definitive Second-Priority Notes upon surrender of the temporary Second-Priority Notes at the office or agency of the Issuers designated for such purpose pursuant to Section 1002, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Second-Priority Notes, the Issuers shall execute and the Second-Priority Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Second-Priority Notes of authorized denominations. Until so exchanged, the temporary Second-Priority Notes shall in all respects be entitled to the same benefits under this Second-Priority Indenture as definitive Second-Priority Notes.

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          SECTION 305. Registration, Registration of Transfer and Exchange.

          The Issuers shall cause to be kept at the Corporate Trust Office of the Second-Priority Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the “Second-Priority Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuers shall provide for the registration of Second-Priority Notes and of transfers of Second-Priority Notes. The Second-Priority Note Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Second-Priority Note Register shall be open to inspection by the Second-Priority Trustee. The Second-Priority Trustee is hereby initially appointed as note registrar (the “Second-Priority Note Registrar”) for the purpose of registering Second-Priority Notes and transfers of Second-Priority Notes as herein provided.

          Upon surrender for registration of transfer of any Second-Priority Note at the office or agency of the Issuers designated pursuant to Section 1002, the Issuers shall execute, and upon Issuer Order the Second-Priority Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Second-Priority Notes of any authorized denomination or denominations of a like aggregate principal amount.

          At the option of the Holder, Second-Priority Notes may be exchanged for other Second-Priority Notes of any authorized denomination and of a like aggregate principal amount, upon surrender of the Second-Priority Notes to be exchanged at such office or agency. Whenever any Second-Priority Notes are so surrendered for exchange, the Issuers shall execute, and upon Issuer Order the Second-Priority Trustee shall authenticate and deliver, the Second-Priority Notes which the Holder making the exchange is entitled to receive.

          All Second-Priority Notes issued upon any registration of transfer or exchange of Second-Priority Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Second-Priority Indenture, as the Second-Priority Notes surrendered upon such registration of transfer or exchange.

          Every Second-Priority Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuers) be duly endorsed, or be accompanied by written instruments of transfer, in form satisfactory to the Issuers, duly executed by the Holder thereof or his attorney duly authorized in writing.

          No service charge shall be made for any registration of transfer or exchange or redemption of Second-Priority Notes, but the Issuers may require payment of a sum sufficient to cover any taxes, fees or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Second-Priority Notes, other than exchanges pursuant to Sections 303, 304, 906, 1017, 1018 or 1108 not involving any transfer.

          SECTION 306. Mutilated, Destroyed, Lost and Stolen Second-Priority Notes.

          If (i) any mutilated Second-Priority Note is surrendered to the Second-Priority Trustee, or (ii) the Issuers and the Second-Priority Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Second-Priority Note, and there is delivered to the Issuers and the Second-Priority Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuers or the Second-Priority Trustee that such Second-Priority Note has been acquired by a bona fide purchaser, the Issuers shall execute and upon Issuer Order the Second-Priority Trustee shall authenticate and deliver, in exchange for any such mutilated Second-Priority Note or in lieu of any such destroyed, lost or stolen Second-Priority Note, a new Second-Priority Note of like tenor and principal amount, bearing a number not contemporaneously outstanding.

          In case any such mutilated, destroyed, lost or stolen Second-Priority Note has become or is about to become due and payable, the Issuers in its discretion may, instead of issuing a new Second-Priority Note, pay such Second-Priority Note.

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          Upon the issuance of any new Second-Priority Note under this Section, the Issuers may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Second-Priority Trustee) connected therewith.

          Every new Second-Priority Note issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Second-Priority Note shall constitute an original additional contractual obligation of the Issuers and each Subsidiary Guarantor, whether or not the mutilated, destroyed, lost or stolen Second-Priority Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Second-Priority Indenture equally and proportionately with any and all other Second-Priority Notes duly issued hereunder.

          The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Second-Priority Notes.

          SECTION 307. Payment of Interest; Interest Rights Preserved.

          Interest on any Second-Priority Note which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Second-Priority Note (or one or more Predecessor Second-Priority Notes) is registered at the close of business on the Regular Record Date for such interest at the office or agency of the Issuers maintained for such purpose pursuant to Section 1002; provided, however, that, subject to Section 301 hereof, each installment of interest may at the Issuers’ option be paid by (i) mailing a check for such interest, payable to or upon the written order of the Person entitled thereto pursuant to Section 308, to the address of such Person as it appears in the Second-Priority Note Register or (ii) transfer to an account located in the United States maintained by the payee.

          Any interest on any Second-Priority Note which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the Holder on the Regular Record Date by virtue of having been such Holder, and such defaulted interest and (to the extent lawful) interest on such defaulted interest at the rate borne by the Second-Priority Notes (such defaulted interest and interest thereon herein collectively called “Defaulted Interest”) may be paid by the Issuers, at its election in each case, as provided in clause (1) or (2) below:

     (1) The Issuers may elect to make payment of any Defaulted Interest to the Persons in whose names the Second-Priority Notes (or their respective Predecessor Second-Priority Notes) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuers shall notify the Second-Priority Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Second-Priority Note and the date of the proposed payment, and at the same time the Issuers shall deposit with the Second-Priority Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Second-Priority Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Second-Priority Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Second-Priority Trustee of the notice of the proposed payment. The Second-Priority Trustee shall promptly notify the Issuers of such Special Record Date, and in the name and at the expense of the Issuers, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given in the manner provided for in Section 106, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so given, such Defaulted Interest shall be paid to the Persons in whose names the Second-Priority Notes (or their respective Predecessor Second-Priority Notes) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).

     (2) The Issuers may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Second-Priority Notes may be

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listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuers to the Second-Priority Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Second-Priority Trustee.

          Subject to the foregoing provisions of this Section, each Second-Priority Note delivered under this Second-Priority Indenture upon registration of transfer of or in exchange for or in lieu of any other Second-Priority Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Second-Priority Note.

          SECTION 308. Persons Deemed Owners.

          Prior to the due presentment of a Second-Priority Note for registration of transfer, the Issuers, any Subsidiary Guarantor, the Second-Priority Trustee and any agent of the Issuers or the Second-Priority Trustee may treat the Person in whose name such Second-Priority Note is registered as the owner of such Second-Priority Note for the purpose of receiving payment of principal of (and premium, if any) and (subject to Sections 305 and 307) interest on such Second-Priority Note and for all other purposes whatsoever, whether or not such Second-Priority Note be overdue, and none of the Issuers, the Second-Priority Trustee or any agent of the Issuers or the Second-Priority Trustee shall be affected by notice to the contrary.

          SECTION 309. Cancellation.

          All Second-Priority Notes surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Second-Priority Trustee, be delivered to the Second-Priority Trustee and shall be promptly cancelled by it. The Issuers may at any time deliver to the Second-Priority Trustee for cancellation any Second-Priority Notes previously authenticated and delivered hereunder which the Issuers may have acquired in any manner whatsoever, and may deliver to the Second-Priority Trustee (or to any other Person for delivery to the Second-Priority Trustee) for cancellation any Second-Priority Notes previously authenticated hereunder which the Issuers have not issued and sold, and all Second-Priority Notes so delivered shall be promptly cancelled by the Second-Priority Trustee. If the Issuers shall so acquire any of the Second-Priority Notes, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Second-Priority Notes unless and until the same are surrendered to the Second-Priority Trustee for cancellation. No Second-Priority Notes shall be authenticated in lieu of or in exchange for any Second-Priority Notes cancelled as provided in this Section, except as expressly permitted by this Second-Priority Indenture. All cancelled Second-Priority Notes held by the Second-Priority Trustee shall be disposed of by the Second-Priority Trustee in accordance with its customary procedures.

          SECTION 310. Computation of Interest.

          Interest on the Second-Priority Notes shall be computed on the basis of a 360-day year of twelve 30-day months.

          SECTION 311. [RESERVED].

          SECTION 312. Book-Entry and Transfer Provisions.

          (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuers for Definitive Second-Priority Notes if:

     (1) the Depositary (a) notifies the Issuers that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Issuers fails to appoint a successor depositary;

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     (2) the Issuers, at their option, notify the Second-Priority Trustee in writing that it elects to cause the issuance of the Definitive Second-Priority Notes; or

     (3) there has occurred and is continuing a Default or Event of Default with respect to the Second-Priority Notes and the beneficial owner thereof has requested such exchange.

          Upon the occurrence of either of the events described in Section 312(a)(1) or (2), Definitive Second-Priority Notes shall be issued in such names as the Depositary shall instruct the Second-Priority Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 304 and 306 hereof. Every Second-Priority Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Sections 304 or 306 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Second-Priority Note other than as provided in this Section 312(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 312(b) or (c) hereof.

          (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Second-Priority Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

     (1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Second-Priority Note Registrar to effect the transfers described in this Section 312(b)(1).

     (2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 312(b)(1) above, the transferor of such beneficial interest must deliver to the Second-Priority Note Registrar either:

     (A) both:

     (x) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and

     (y) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or

     (B) both:

     (x) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Second-Priority Note in an amount equal to the beneficial interest to be transferred or exchanged; and

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     (y) instructions given by the Depositary to the Second-Priority Note Registrar containing information regarding the Person in whose name such Definitive Second-Priority Note shall be registered to effect the transfer or exchange referred to in (A) above.

Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Second-Priority Indenture and the Second-Priority Notes or otherwise applicable under the Securities Act, the Second-Priority Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 312(g) hereof.

          (3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 312(b)(2) above and:

     (A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver to the Second-Priority Note Registrar a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

     (B) if the transferee will take delivery in the form of a beneficial interest in⁾ the Regulation S Global Note, then the transferor must deliver to the Second-Priority Note Registrar a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

          (4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 312(b)(2) above and:

     (A) such transfer is effected pursuant to a shelf registration statement; or

     (B) the Second-Priority Note Registrar receives the following:

     (x) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

     (y) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (B), if the Second-Priority Note Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Second-Priority Note Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (A) or (B) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Issuer Order in accordance with Section 202 hereof, the Second-Priority Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (A) or (B) above.

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          (c) Transfer or Exchange of Beneficial Interests for Definitive Second-Priority Notes. Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

     (1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Second-Priority Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Second-Priority Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Second-Priority Note, then, upon receipt by the Second-Priority Note Registrar of the following documentation:

     (A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Second-Priority Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

     (B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

     (C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

     (D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

     (E) if such beneficial interest is being transferred to the Issuers or any of their Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

     (F) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Second-Priority Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 312(g) hereof, and the Issuers shall execute and upon Issuer Order the Second-Priority Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Second-Priority Note in the appropriate principal amount. Any Definitive Second-Priority Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 312(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Second-Priority Note Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Second-Priority Trustee shall deliver such Definitive Second-Priority Notes to the Persons in whose names such Second-Priority Notes are so registered. Any Definitive Second-Priority Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 312(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

     (2) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Second-Priority Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Second-Priority Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Second-Priority Note only if such transfer is effected pursuant to a shelf registration statement; or

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     (3) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Second-Priority Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Second-Priority Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Second-Priority Note, then, upon satisfaction of the conditions set forth in Section 312(b)(2) hereof, the Second-Priority Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 312(g) hereof, and the Issuers will execute and upon Issuer Order the Second-Priority Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Second-Priority Note in the appropriate principal amount. Any Definitive Second-Priority Note issued in exchange for a beneficial interest pursuant to this Section 312(c)(3) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Second-Priority Note Registrar from or through the Depositary and the Participant or Indirect Participant. The Second-Priority Trustee will deliver such Definitive Second-Priority Notes to the Persons in whose names such Second-Priority Notes are so registered. Any Definitive Second-Priority Note issued in exchange for a beneficial interest pursuant to this Section 312(c)(3) will not bear the Private Placement Legend.

          (d) Transfer and Exchange of Definitive Second-Priority Notes for Beneficial Interests.

          (1) Restricted Definitive Second-Priority Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Second-Priority Note proposes to exchange such Second-Priority Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Second-Priority Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Second-Priority Note Registrar of the following documentation:

     (A) if the Holder of such Restricted Definitive Second-Priority Note proposes to exchange such Second-Priority Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

     (B) if such Restricted Definitive Second-Priority Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

     (C) if such Restricted Definitive Second-Priority Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

     (D) if such Restricted Definitive Second-Priority Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

     (E) if such Restricted Definitive Second-Priority Note is being transferred to the Issuers or any of their Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

     (F) if such Restricted Definitive Second-Priority Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, the Second-Priority Trustee will cancel the Restricted Definitive Second-Priority Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, and in the case of clause (C) above, the Regulation S Global Note.

          (2) Restricted Definitive Second-Priority Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Second-Priority Note may exchange such Second-Priority Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Second-Priority Note to a

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Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if such transfer is effected pursuant to a shelf registration statement; or

Upon satisfaction of the conditions of any of the subparagraphs in this Section 312(d)(2), the Second-Priority Trustee will cancel the Definitive Second-Priority Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

          (3) Unrestricted Definitive Second-Priority Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Second-Priority Note may exchange such Second-Priority Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Second-Priority Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Second-Priority Trustee will cancel the applicable Unrestricted Definitive Second-Priority Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

          (e) Transfer and Exchange of Definitive Second-Priority Notes for Definitive Second-Priority Notes. Upon request by a Holder of Definitive Second-Priority Notes and such Holder’s compliance with the provisions of this Section 312(e), the Second-Priority Note Registrar will register the transfer or exchange of Definitive Second-Priority Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Second-Priority Note Registrar the Definitive Second-Priority Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Second-Priority Note Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 312(e).

     (1) Restricted Definitive Second-Priority Notes to Restricted Definitive Second-Priority Notes. Any Restricted Definitive Second-Priority Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Second-Priority Note if the Second-Priority Note Registrar receives the following:

     (A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

     (B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

     (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

     (2) Restricted Definitive Second-Priority Notes to Unrestricted Definitive Second-Priority Notes. Any Restricted Definitive Second-Priority Note may be exchanged by the Holder thereof for an Unrestricted Definitive Second-Priority Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Second-Priority Note if any such transfer is effected pursuant to a shelf registration statement; or

     (3) Unrestricted Definitive Second-Priority Notes to Unrestricted Definitive Second-Priority Notes. A Holder of Unrestricted Definitive Second-Priority Notes may transfer such Second-Priority Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Second-Priority Note. Upon receipt of a request to register such a transfer, the Second-Priority Note Registrar shall register the Unrestricted Definitive Second-Priority Notes pursuant to the instructions from the Holder thereof.

          (f) [RESERVED].

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          (g) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Second-Priority Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Second-Priority Trustee in accordance with Section 309 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Second-Priority Notes, the principal amount of Second-Priority Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Second-Priority Trustee or by the Depositary at the direction of the Second-Priority Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Second-Priority Trustee or by the Depositary at the direction of the Second-Priority Trustee to reflect such increase.

          (h) General Provisions Relating to Transfers and Exchanges.

          (1) To permit registrations of transfers and exchanges, the Issuers will execute and the Second-Priority Trustee will authenticate Global Notes and Definitive Second-Priority Notes upon receipt of an Issuer Order in accordance with Section 202 hereof or at the Second-Priority Note Registrar’s request.

          (2) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Second-Priority Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 304, 903, 1017, 1018 and 1107 hereof.

          (3) The Second-Priority Note Registrar will not be required to register the transfer of or exchange of any Second-Priority Note selected for redemption in whole or in part, except the unredeemed portion of any Second-Priority Note being redeemed in part.

          (4) All Global Notes and Definitive Second-Priority Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Second-Priority Notes will be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Second-Priority Indenture, as the Global Notes or Definitive Second-Priority Notes surrendered upon such registration of transfer or exchange.

          (5) Neither the Second-Priority Note Registrar nor the Issuers will be required:

     (A) to issue, to register the transfer of or to exchange any Second-Priority Notes during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Second-Priority Notes under Section 1104 hereof and ending at the close of business on the day of such mailing;

     (B) to register the transfer of or to exchange any Second-Priority Note selected for redemption in whole or in part, except the unredeemed portion of any Second-Priority Note being redeemed in part; or

     (C) to register the transfer of or to exchange a Second-Priority Note between a record date and the next succeeding interest payment date.

          (6) Prior to due presentment for the registration of a transfer of any Second-Priority Note, the Second-Priority Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Second-Priority Note is registered as the absolute owner of such Second-Priority Note for the purpose of receiving payment of principal of and interest on such Second-Priority Notes and for all other purposes, and none of the Second-Priority Trustee, any Agent or the Issuers shall be affected by notice to the contrary.

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          (7) The Second-Priority Trustee will authenticate Global Notes and Definitive Second-Priority Notes in accordance with the provisions of Section 202 hereof.

          (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Second-Priority Note Registrar pursuant to this Section 312 to effect a registration of transfer or exchange may be submitted by facsimile.

          (9) The Second-Priority Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Second-Priority Indenture or under applicable law with respect to any transfer of any interest in any Second-Priority Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Second-Priority Indenture, and to examine the same to determine compliance as to form with the express requirements hereof.

          (10) Neither the Second-Priority Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

          SECTION 313. CUSIP Numbers.

          The Issuers in issuing the Second-Priority Notes may use “CUSIP” numbers (if then generally in use) in addition to serial numbers, and, if so, the Second-Priority Trustee shall use such “CUSIP” numbers in addition to serial numbers in notices of redemption, repurchase or other notices to Holders as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such CUSIP numbers either as printed on the Second-Priority Notes or as contained in any notice of a redemption or repurchase and that reliance may be placed only on the serial or other identification numbers printed on the Second-Priority Notes, and any such redemption or repurchase shall not be affected by any defect in or omission of such numbers. The Issuers will promptly notify the Second-Priority Trustee in writing of any change in the CUSIP numbers.

          SECTION 314. Issuance of Additional Second-Priority Notes.

          The Issuers may, subject to Section 1011 of this Second-Priority Indenture, issue additional Second-Priority Notes having identical terms and conditions to the Second-Priority Notes issued on the Issue Date (the “Additional Second-Priority Notes”). The Second-Priority Notes issued on the Issue Date and any Additional Second-Priority Notes subsequently issued shall be treated as a single class for all purposes under this Second-Priority Indenture.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

          SECTION 401. Satisfaction and Discharge of Second-Priority Indenture.

          This Second-Priority Indenture shall upon Issuer Request cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Second-Priority Notes expressly provided for herein or pursuant hereto and except as provided in the last two paragraphs of this Section 401) and the Second-Priority Trustee, at the expense of the Issuers, shall execute proper instruments acknowledging satisfaction and discharge of this Second-Priority Indenture when:

(1) either

     (a) all Second-Priority Notes theretofore authenticated and delivered (other than (i) Second-Priority Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Second-Priority Notes for whose payment money has theretofore been deposited in trust with the Second-Priority Trustee or any Paying Agent or

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segregated and held in trust by the Issuers and thereafter repaid to the Issuers or discharged from such trust, as provided in Section 1003) have been delivered to the Second-Priority Trustee for cancellation; or

     (b) all such Second-Priority Notes not theretofore delivered to the Second-Priority Trustee for cancellation

     (i) have become due and payable by reason of the making of a notice of redemption pursuant to Section 1105 or otherwise, or

     (ii) will become due and payable at their Stated Maturity within one year, or

     (iii) are to be called for redemption within one year under arrangements satisfactory to the Second-Priority Trustee for the giving of notice of redemption by the Second-Priority Trustee in the name, and at the expense, of the Issuers,

and the Issuers or any Subsidiary Guarantor, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Second-Priority Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Second-Priority Notes not theretofore delivered to the Second-Priority Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Second-Priority Notes which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

     (2) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) with respect to this Second-Priority Indenture or the Second-Priority Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit shall not result in a breach or violation of, or constitute a default under, any other instrument to which an Issuer or any Subsidiary Guarantor is a party or by which an Issuer or any Subsidiary Guarantor is bound;

     (3) the Issuers have paid or caused to be paid all sums payable by it under this Second-Priority Indenture;

     (4) the Issuers have delivered irrevocable instructions to the Second-Priority Trustee under this Second-Priority Indenture to apply the deposited money toward the payment of such Second-Priority Notes at the Stated Maturity or the Redemption Date, as the case may be; and

     (5) the Issuers have delivered to the Second-Priority Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein to the satisfaction and discharge of this Second-Priority Indenture have been complied with.

          Notwithstanding the satisfaction and discharge of this Second-Priority Indenture, the obligations of the Issuers to the Second-Priority Trustee under Section 607, the obligations of the Issuers to any Authenticating Agent under Section 612 and, if money or Government Securities shall have been deposited with the Second-Priority Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations of the Second-Priority Trustee under Section 402 and the last paragraph of Section 1003 shall survive such satisfaction and discharge.

          Notwithstanding the satisfaction and discharge of this Second-Priority Indenture, any provision affecting the rights, protections, immunities and indemnities of the Second-Priority Collateral Agent shall remain in full force and effect so long as the Second-Priority Security Agreement remains in full force and effect.

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          SECTION 402. Application of Trust Money.

          Subject to the provisions of the last paragraph of Section 1003, all money or Government Securities deposited with the Second-Priority Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Second-Priority Notes and this Second-Priority Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as their own Paying Agent) as the Second-Priority Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money or Government Securities has been deposited with the Second-Priority Trustee; but such money or Government Securities need not be segregated from other funds except to the extent required by law.

          If the Second-Priority Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 401 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ and any Subsidiary Guarantor’s obligations under this Second-Priority Indenture and the Second-Priority Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 401 until such time as the Second-Priority Trustee or Paying Agent is permitted to apply all such money or Government Securities in accordance with Section 401; provided that if the Issuers have made any payment of principal of, premium, if any, or interest on any Second-Priority Notes because of the reinstatement of their obligations, the Issuers shall be subrogated to the rights of the Holders of such Second-Priority Notes to receive such payment from the money or Government Securities held by the Second-Priority Trustee or Paying Agent.

ARTICLE FIVE

REMEDIES

          SECTION 501. Events of Default.

          “Event of Default”, wherever used herein, means one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

     (1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Second-Priority Notes issued under this Second-Priority Indenture (whether or not such payment was prohibited by Article 16 or 17 hereof);

     (2) default for 30 days or more in the payment when due of interest on or with respect to the Second-Priority Notes issued under this Second-Priority Indenture (whether or not such payment was prohibited by Article 16 or 17 hereof);

     (3) failure by any Issuer or any Subsidiary Guarantor to comply with its obligations under Article Eight or Section 1017 for 30 days or more;

     (4) failure by any Issuer or any Subsidiary Guarantor for 60 days after receipt of written notice given by the Second-Priority Trustee or the Holders of at least 25% in principal amount of the Second-Priority Notes then outstanding and issued under this Second-Priority Indenture to comply with any of its other agreements in this Second-Priority Indenture, the Second-Priority Security Documents or the Second-Priority Notes (other than those specified in Section 501(1), (2) or (3) above);

     (5) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuers or any Restricted Subsidiary or the payment of which is guaranteed by the Issuers or any Restricted Subsidiary, other than Indebtedness owed to the Issuers or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Second-Priority Notes, if both:

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     (A) such default either (x) results from the failure to pay any such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods); or (y) relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

     (B) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $75.0 million or more at any one time outstanding;

     (6) failure by the Issuers or any Significant Subsidiary to pay final judgments aggregating in excess of $75.0 million (other than any judgments covered by indemnities provided by Permitted Holders or insurance policies issued by reputable and creditworthy companies, so long as such Permitted Holders have not disputed in writing responsibility therefor or insurance providers have not disclaimed in writing coverage), which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

     (7) any of the following events with respect to the Issuers or any Subsidiary Guarantor that is a Significant Subsidiary:

     (A) the Issuers or any Subsidiary Guarantor that is a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law

     (i) commences a voluntary case;

     (ii) consents to the entry of an order for relief against it in an involuntary case;

     (iii) consents to the appointment of a Custodian of it or for any substantial part of its property; or

     (iv) takes any comparable action under any foreign laws relating to insolvency; or

     (B) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

     (i) is for relief against the Issuers or any Subsidiary Guarantor that is a Significant Subsidiary in an involuntary case;

     (ii) appoints a Custodian of the Issuers or any Subsidiary Guarantor that is a Significant Subsidiary or for any substantial part of its property; or

     (iii) orders the winding up or liquidation of the Issuers or any Subsidiary Guarantor that is a Significant Subsidiary;

     and the order or decree remains unstayed and in effect for 60 days;

     (8) any (x) Guarantee or (y) Second-Priority Security Document governing a security interest with respect to any Collateral having a fair market value in excess of $75.0 million, in each case, of a Significant Subsidiary or group of Restricted Subsidiaries that taken together as of the latest audited consolidated financial statements for the Issuers and their Restricted Subsidiaries would constitute a Significant

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Subsidiary ceases to be in full force and effect (except as contemplated by the terms of this Second-Priority Indenture and the Guarantees and except for the failure of any security interest with respect to the Collateral to remain in full force and effect, which is governed by paragraph (9) below) or is declared null and void in a judicial proceeding or any Subsidiary Guarantor that is a Significant Subsidiary or group of Subsidiary Guarantors that taken together as of the latest audited consolidated financial statements of the Issuers and their Restricted Subsidiaries would constitute a Significant Subsidiary denies or disaffirms its obligations under this Second-Priority Indenture, its Subsidiary Guarantee or any Second-Priority Security Document and the Issuers fail to cause such Subsidiary Guarantor or Subsidiary Guarantors, as the case may be, to rescind such denials or disaffirmations within 30 days; or

     (9) with respect to any Collateral having a fair market value in excess of $25.0 million, individually or in the aggregate, (A) the failure of the security interest with respect to such Collateral under the Second-Priority Security Documents, at any time, to be in full force and effect for any reason other than in accordance with their terms and the terms of this Second-Priority Indenture and other than the satisfaction in full of all obligations under this Second-Priority Indenture and discharge of this Second-Priority Indenture if such failure continues for 60 days or (B) the assertion by the Issuers or any Subsidiary Guarantor, in any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable.

provided, however, that a default under Section 501(3), (4), (8) or (9) will not constitute an Event of Default until the Second-Priority Trustee or the Holders of 25% in principal amount of the outstanding Second-Priority Notes notify the Company of the default and the Company does not cure such default within the time specified in Section 501(3), (4), (8) or (9) after receipt of such notice.

          SECTION 502. Acceleration of Maturity; Rescission and Annulment.

          If an Event of Default (other than an Event of Default specified in Section 501(7) above) occurs and is continuing, then and in every such case the Second-Priority Trustee or the Holders of at least 25% in principal amount of the Outstanding Second-Priority Notes issued under this Second-Priority Indenture may declare the principal, premium, if any, interest and any other monetary obligations on all the Outstanding Second-Priority Notes to be due and payable immediately, by a notice in writing to the Issuers (and to the Second-Priority Trustee if given by Holders); provided, however, that so long as any Designated First Lien Indebtedness is outstanding, no such acceleration shall be effective until the earlier of:

          (1) acceleration of any such Designated First Lien Indebtedness; or

          (2) five Business Days after the giving of written notice of such acceleration to the Issuers and the administrative agent or trustee under such Designated First Lien Indebtedness.

          Upon the effectiveness of such declaration, such principal and interest will be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in Section 501(7) above occurs and is continuing, then the principal amount of all Outstanding Second-Priority Notes shall ipso facto become and be immediately due and payable without any notice, declaration or other act on the part of the Second-Priority Trustee or any Holder.

          At any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Second-Priority Trustee as hereinafter provided in this Article, the Holders of a majority in aggregate principal amount of the Outstanding Second-Priority Notes, by written notice to the Issuers and the Second-Priority Trustee, may rescind and annul such declaration and its consequences if:

     (a) the Issuers have paid or deposited with the Second-Priority Trustee a sum sufficient to pay:

     (A) all overdue interest on all Outstanding Second-Priority Notes,

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     (B) all unpaid principal of (and premium on) any Outstanding Second-Priority Notes which has become due otherwise than by such declaration of acceleration, and interest on such unpaid principal at the rate borne by the Second-Priority Notes,

     (C) to the extent that payment of such interest is lawful, interest on overdue interest at the rate borne by the Second-Priority Notes, and

     (D) all sums paid or advanced by the Second-Priority Trustee or Second-Priority Collateral Agent hereunder and the reasonable compensation, expenses, disbursements and advances of the Second-Priority Trustee or Second-Priority Collateral Agent, its agents and counsel; and

     (b) Events of Default, other than the non-payment of amounts of principal of (or premium, if any, on) or interest on Second-Priority Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513. No such rescission shall affect any subsequent default or impair any right consequent thereon.

             Notwithstanding the preceding paragraph, in the event of any Event of Default specified in Section 501(5) above, such Event of Default and all consequences thereof (excluding any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Second-Priority Trustee or the Holders, if within 30 days after such Event of Default arose,

         (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged, or

         (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default, or

         (z) if the default that is the basis for such Event of Default has been cured.

          SECTION 503. Collection of Indebtedness and Suits for Enforcement by Second-Priority Trustee.

             The Issuers covenant that if:

         (a) default is made in the payment of any installment of interest on any Second-Priority Note when such interest becomes due and payable and such default continues for a period of 30 days, or

         (b) default is made in the payment of the principal of (or premium on) any Second-Priority Note at the Maturity thereof,

the Issuers will, upon demand of the Second-Priority Trustee, pay to the Second-Priority Trustee for the benefit of the Holders of such Second-Priority Notes, the whole amount then due and payable on such Second-Priority Notes for principal (and premium, if any) and interest, and interest on any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, upon any overdue installment of interest, at the rate borne by the Second-Priority Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Second-Priority Trustee and the Second-Priority Collateral Agent, its agents and counsel.

                  If the Issuers fail to pay such amounts forthwith upon such demand, the Second-Priority Trustee, in its own name as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Issuers, any Subsidiary Guarantor or any other obligor upon the Second-Priority Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Issuers, any Subsidiary Guarantor or any other obligor upon the Second-Priority Notes, wherever situated.

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          If an Event of Default occurs and is continuing, the Second-Priority Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders under this Second-Priority Indenture and the Guarantees by such appropriate judicial proceedings as the Second-Priority Trustee shall deem necessary to protect and enforce any such rights, including seeking recourse against any Subsidiary Guarantor, whether for the specific enforcement of any covenant or agreement in this Second-Priority Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy, including but without limitation, seeking recourse against any Subsidiary Guarantor.

          SECTION 504. Second-Priority Trustee May File Proofs of Claim.

          In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuers or any other obligor including any Subsidiary Guarantor, upon the Second-Priority Notes or the property of the Issuers or of such other obligor or their creditors, and subject to the Intercreditor Agreement, the Second-Priority Trustee (irrespective of whether the principal of the Second-Priority Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Second-Priority Trustee shall have made any demand on the Issuers for the payment of overdue principal, premium, if any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,

     (i) to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Second-Priority Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Second-Priority Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Second-Priority Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and

     (ii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Second-Priority Trustee and, in the event that the Second-Priority Trustee shall consent to the making of such payments directly to the Holders, to pay the Second-Priority Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Second-Priority Trustee or Second-Priority Collateral Agent, its agents and counsel, and any other amounts due the Second-Priority Trustee or Second-Priority Collateral Agent under Section 607 or Section 1411, as applicable.

          Nothing herein contained shall be deemed to authorize the Second-Priority Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Second-Priority Notes or the rights of any Holder thereof, or to authorize the Second-Priority Trustee to vote in respect of the claim of any Holder in any such proceeding.

          SECTION 505. Second-Priority Trustee May Enforce Claims Without Possession of Second-Priority Notes.

          All rights of action and claims under this Second-Priority Indenture or the Second-Priority Notes may be prosecuted and enforced by the Second-Priority Trustee without the possession of any of the Second-Priority Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Second-Priority Trustee shall be brought in its own name and as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Second-Priority Trustee, its agents and counsel, be for the ratable benefit of the Holders in respect of which such judgment has been recovered.

          SECTION 506. Application of Money Collected.

          Subject to the terms of the Second-Priority Security Documents, any money or property collected by the Second-Priority Trustee pursuant to this Article shall be applied in the following order, at the date or dates

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fixed by the Second-Priority Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, upon presentation of the Second-Priority Notes and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

     FIRST: To the payment of all amounts due the Second-Priority Trustee under Section 607 and the Second-Priority Collateral Agent under Section 1411;

     SECOND: to holders of Designated First Lien Indebtedness of the Issuers and, if such money or property has been collected from a Subsidiary Guarantor, to holders of Designated First Lien Indebtedness of such Subsidiary Guarantor, in each case to the extent required by Article 16 and/or Article 17 hereof, as applicable;

     THIRD: To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest on the Second-Priority Notes in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Second-Priority Notes for principal (and premium, if any) and interest, respectively; and

     FOURTH: The balance, if any, to the Issuers or any other obligor on the Second-Priority Notes, as their interests may appear or as a court of competent jurisdiction may direct in writing; provided that all sums due and owing to the Holders, the Second-Priority Collateral Agent and the Second-Priority Trustee have been paid in full as required by this Second-Priority Indenture.

          SECTION 507. Limitation on Suits.

          No Holder of any Second-Priority Notes shall have any right to institute any proceeding, judicial or otherwise, with respect to this Second-Priority Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

     (1) such Holder has previously given written notice to the Second-Priority Trustee of a continuing Event of Default;

     (2) the Holders of not less than 25% in principal amount of the Outstanding Second-Priority Notes shall have made written request to the Second-Priority Trustee to institute proceedings in respect of such Event of Default in its own name as Second-Priority Trustee hereunder;

     (3) such Holder or Holders have offered to the Second-Priority Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;

     (4) the Second-Priority Trustee for 30 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

     (5) no direction inconsistent with such written request has been given to the Second-Priority Trustee during such 30-day period by the Holders of a majority or more in principal amount of the Outstanding Second-Priority Notes;

it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Second-Priority Indenture or the Guarantees to affect, disturb or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Second-Priority Indenture or the Guarantees, except in the manner herein provided and for the equal and ratable benefit of all the Holders (it being further understood that the Second-Priority Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).

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          SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest.

          Notwithstanding any other provision in this Second-Priority Indenture, the Holder of any Second-Priority Note shall have the right, which is absolute and unconditional, to receive payment, as provided herein (including, if applicable, Article Eleven) and in such Second-Priority Note of the principal of (and premium, if any) and (subject to Section 307) interest on such Second-Priority Note on the respective Stated Maturities expressed in such Second-Priority Note (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

          SECTION 509. Restoration of Rights and Remedies.

          If the Second-Priority Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Second-Priority Indenture or the Guarantees and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Second-Priority Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Issuers, any Subsidiary Guarantor, any other obligor of the Second-Priority Notes, the Second-Priority Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Second-Priority Trustee and the Holders shall continue as though no such proceeding had been instituted.

          SECTION 510. Rights and Remedies Cumulative.

          Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Second-Priority Notes in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Second-Priority Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

          SECTION 511. Delay or Omission Not Waiver.

          No delay or omission of the Second-Priority Trustee or of any Holder of any Second-Priority Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Second-Priority Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Second-Priority Trustee or by the Holders, as the case may be.

          SECTION 512. Control by Holders.

          Subject to the terms of the Second-Priority Security Documents, the Holders of not less than a majority in principal amount of the Outstanding Second-Priority Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Second-Priority Trustee or Second-Priority Collateral Agent, or exercising any trust or power conferred on the Second-Priority Trustee or Second-Priority Collateral Agent, provided that:

     (1) such direction shall not be in conflict with any rule of law or with this Second-Priority Indenture,

     (2) subject to Section 315 of the Trust Indenture Act, the Second-Priority Trustee may take any other action deemed proper by the Second-Priority Trustee which is not inconsistent with such direction, and

     (3) the Second-Priority Trustee need not take any action which might involve it in personal liability or be unjustly prejudicial to the Holders not consenting.

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     (4) prior to taking any such action, the Second-Priority Trustee or Second-Priority Collateral Agent shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

          SECTION 513. Waiver of Past Defaults.

          Subject to Sections 508 and 902 and the last paragraph of Section 502, the Holders of not less than a majority in principal amount of the Outstanding Second-Priority Notes may on behalf of the Holders of all such Second-Priority Notes waive any past Default hereunder and its consequences, except a continuing Default or Event of Default (1) in respect of the payment of interest on, premium, if any, or the principal of any such Second-Priority Note held by a non-consenting Holder, or (2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Second-Priority Note affected.

          Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Second-Priority Indenture, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

          SECTION 514. Waiver of Stay or Extension Laws.

          Each of the Issuers, the Subsidiary Guarantors and any other obligor on the Second-Priority Notes covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Second-Priority Indenture; and each of the Issuers, the Subsidiary Guarantors and any other obligor on the Second-Priority Notes (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Second-Priority Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE SIX

THE TRUSTEE

          SECTION 601. Duties of the Second-Priority Trustee.

          (a) Except during the continuance of a Default or an Event of Default,

     (1) the Second-Priority Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Second-Priority Indenture, and no implied covenants or obligations shall be read into this Second-Priority Indenture against the Second-Priority Trustee; and

     (2) in the absence of bad faith or willful misconduct on its part, the Second-Priority Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Second-Priority Trustee and conforming to the requirements of this Second-Priority Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Second-Priority Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Second-Priority Indenture, but not to verify the contents thereof.

          (b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Second-Priority Trustee has actual knowledge or of which written notice of such Default or Event of Default shall have been given to the Second-Priority Trustee by the Issuers, any other obligor of the Second-Priority Notes or by any Holder, the Second-Priority Trustee shall exercise such of the rights and powers vested in it by this Second-Priority Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

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          (c) No provision of this Second-Priority Indenture shall be construed to relieve the Second-Priority Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that

     (1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;

     (2) the Second-Priority Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Second-Priority Trustee was negligent in ascertaining the pertinent facts;

     (3) the Second-Priority Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Second-Priority Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Second-Priority Trustee, or exercising any trust or power conferred upon the Second-Priority Trustee, under this Second-Priority Indenture; and

     (4) no provision of this Second-Priority Indenture shall require the Second-Priority Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

          (d) Whether or not therein expressly so provided, every provision of this Second-Priority Indenture relating to the conduct or affecting the liability of or affording protection to the Second-Priority Trustee shall be subject to the provisions of this Section.

          SECTION 602. Notice of Defaults.

          Within 90 (ninety) days after the earlier of receipt from the Issuers of notice of the occurrence of any Default or Event of Default hereunder or the date when such Default or Event of Default becomes known to the Second-Priority Trustee, the Second-Priority Trustee shall transmit, in the manner and to the extent provided in TIA Section 313(c), notice of such Default or Event of Default hereunder known to the Second-Priority Trustee, unless such Default or Event of Default shall have been cured or waived; provided, however, that, except in the case of a Default or Event of Default in the payment of the principal of (or premium, if any, on) or interest on any Second-Priority Note, the Second-Priority Trustee shall be protected in withholding such notice if and so long as a trust committee of Responsible Officers of the Second-Priority Trustee in good faith determine that the withholding of such notice is in the interest of the Holders.

          SECTION 603. Certain Rights of Second-Priority Trustee.

          Subject to the provisions of TIA Sections 315(a) through 315(d):

     (1) the Second-Priority Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document (whether in original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties;

     (2) any request or direction of the Issuers mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

     (3) whenever in the administration of this Second-Priority Indenture the Second-Priority Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting

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any action hereunder, the Second-Priority Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate;

     (4) the Second-Priority Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

     (5) the Second-Priority Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Second-Priority Indenture at the request or direction of any of the Holders pursuant to this Second-Priority Indenture, unless such Holders shall have offered to the Second-Priority Trustee reasonable security or indemnity satisfactory to it against the costs, expenses, losses and liabilities which might be incurred by it in compliance with such request or direction;

     (6) the Second-Priority Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Second-Priority Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Second-Priority Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers, personally or by agent or attorney at the expense of the Issuers and shall incur no liability of any kind by reason of such inquiry or investigation;

     (7) the Second-Priority Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Second-Priority Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

     (8) the Second-Priority Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Second-Priority Indenture;

     (9) the rights, privileges, protections, immunities and benefits given to the Second-Priority Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Second-Priority Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;

     (10) the Second-Priority Trustee may request that the Issuers deliver an Officers’ Certificate substantially in the Form of Exhibit E hereto setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Second-Priority Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded;

     (11) in no event shall the Second-Priority Trustee be responsible or liable for special, indirect, punitive, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Second-Priority Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action;

     (12) the Second-Priority Trustee shall not be liable for the actions or omissions of the Company, Finance Co, the Subsidiary Guarantors, or any other Person and without limiting the foregoing, the Second-Priority Trustee shall not be under any obligation to monitor, evaluate or verify compliance by the Company, Finance Co or the Subsidiary Guarantors with the terms hereof or the Second-Priority Note Documents, or to verify or independently determine the accuracy of information received by the Second-Priority Trustee from the Company, Finance Co or the Subsidiary Guarantors (or from any selling institution, agent bank, trustee or similar source) with respect to the Collateral;

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     (13) any permissive right of the Second-Priority Trustee to take or refrain from taking actions enumerated in this Second-Priority Indenture or the Second-Priority Note Documents shall not be construed as a duty;

     (14) the Second-Priority Trustee shall not be deemed to have notice or knowledge of any matter unless a Trust Officer has actual knowledge thereof or unless written notice thereof is received by the Second-Priority Trustee and Second-Priority Collateral Agent at the Corporate Trust Office and such notice references the Second-Priority Notes generally, the Company or this Second-Priority Indenture. Whenever reference is made in this Second-Priority Indenture to a Default or an Event of Default such reference shall, insofar as determining any liability on the part of the Second-Priority Trustee is concerned, be construed to refer only to a Default or an Event of Default of which the Second-Priority Trustee is deemed to have knowledge in accordance with this paragraph; and

     (15) to the extent not inconsistent herewith, the rights, protections, immunities and indemnities afforded to the Second-Priority Trustee pursuant to this Second-Priority Indenture also shall be afforded to the Second-Priority Collateral Agent.

          The Second-Priority Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

          SECTION 604. Second-Priority Trustee Not Responsible for Recitals or Issuance of Second-Priority Notes.

          The recitals contained herein and in the Second-Priority Notes, except for the Second-Priority Trustee’s certificates of authentication, shall be taken as the statements of the Issuers, and the Second-Priority Trustee assumes no responsibility for their correctness. The Second-Priority Trustee makes no representations as to the validity or sufficiency of this Second-Priority Indenture, the Second-Priority Note Documents or of the Second-Priority Notes, except that the Second-Priority Trustee represents that it is duly authorized to execute and deliver this Second-Priority Indenture the Second-Priority Note Documents, authenticate the Second-Priority Notes and perform its obligations hereunder and that the statements made by it in a “Statement of Eligibility” on Form T-1 supplied to the Issuers are true and accurate, subject to the qualifications set forth therein. The Second-Priority Trustee shall not be accountable for the use or application by the Issuers of Second-Priority Notes or the proceeds thereof.

          SECTION 605. May Hold Second-Priority Notes.

          The Second-Priority Trustee, any Paying Agent, any Second-Priority Note Registrar or any other agent of the Issuers or of the Second-Priority Trustee, in its individual or any other capacity, may become the owner or pledgee of Second-Priority Notes and, subject to TIA Sections 310(b) and 311, may otherwise deal with the Issuers with the same rights it would have if it were not the Second-Priority Trustee, Paying Agent, Second-Priority Note Registrar or such other agent; provided, however, that, if it acquires any conflicting interest, it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

          SECTION 606. Money Held in Trust.

          Money held by the Second-Priority Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Second-Priority Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Issuers. Money and Government Securities so held in trust are not subject to Article 16 or Article 17 hereof.

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          SECTION 607. Compensation and Reimbursement.

          The Issuers agree:

     (1) to pay to the Second-Priority Trustee from time to time such compensation as shall be agreed in writing between the Issuers and the Second-Priority Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

     (2) except as otherwise expressly provided herein, to reimburse the Second-Priority Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Second-Priority Trustee in accordance with any provision of this Second-Priority Indenture or other Second-Priority Note Document (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence (or gross negligence in the case of the Second-Priority Collateral Agent) or willful misconduct; and

     (3) to indemnify the Second-Priority Trustee and any predecessor Second-Priority Trustee (and each of their officers, directors, employees, counsel and agents) for, and to hold it harmless against, any and all loss, liability, claim, damage or expense, including taxes (other than the taxes based on the income of the Second-Priority Trustee) incurred without negligence (or gross negligence in the case of the Second-Priority Collateral Agent) or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust and the performance of its duties under this Second-Priority Indenture and the Second-Priority Note Documents including the costs and expenses of defending itself against any claim regardless of whether the claim is asserted by the Issuers, a Subsidiary Guarantor, a Holder or any other Person or liability in connection with the exercise or performance of any of its powers or duties hereunder.

          The obligations of the Issuers under this Section to compensate the Second-Priority Trustee, to pay or reimburse the Second-Priority Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Second-Priority Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Second-Priority Indenture and resignation or removal of the Second-Priority Trustee. As security for the performance of such obligations of the Issuers, the Second-Priority Trustee shall have a Lien prior to the Second-Priority Notes upon all property and funds held or collected by the Second-Priority Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Second-Priority Notes.

          When the Second-Priority Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law.

          The provisions of this Section shall survive the termination of this Second-Priority Indenture.

          SECTION 608. Corporate Second-Priority Trustee Required; Eligibility.

          There shall be at all times a Second-Priority Trustee hereunder which shall be eligible to act as Second-Priority Trustee under TIA Sections 310(a)(1), (2) and (5) and shall have a combined capital and surplus of at least $50,000,000. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of Federal, State, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Second-Priority Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

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          SECTION 609. Resignation and Removal; Appointment of Successor.

          (a) No resignation or removal of the Second-Priority Trustee and no appointment of a successor Second-Priority Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Second-Priority Trustee in accordance with the applicable requirements of Section 610.

          (b) The Second-Priority Trustee may resign at any time by giving written notice thereof to the Issuers. Upon receiving such notice of resignation, the Issuers shall promptly appoint a successor trustee by written instrument executed by authority of the Board of Directors, a copy of which shall be delivered to the resigning Second-Priority Trustee and a copy to the successor trustee. If the instrument of acceptance by a successor Second-Priority Trustee required by Section 610 shall not have been delivered to the Second-Priority Trustee within 30 days after the giving of such notice of resignation, the resigning Second-Priority Trustee may petition, at the expense of the Issuers, any court of competent jurisdiction for the appointment of a successor Second-Priority Trustee.

          (c) The Second-Priority Trustee may be removed at any time by Act of the Holders of not less than a majority in principal amount of the Outstanding Second-Priority Notes, delivered to the Second-Priority Trustee and to the Issuers. If the instrument of acceptance by a successor Second-Priority Trustee required by Section 610 shall not have been delivered to the Second-Priority Trustee within 30 days after the giving of such notice of resignation, the resigning Second-Priority Trustee may petition, at the expense of the Issuers, any court of competent jurisdiction for the appointment of a successor Second-Priority Trustee.

          (d) If at any time:

     (1) the Second-Priority Trustee shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by the Issuers or by any Holder who has been a bona fide Holder of a Second-Priority Note for at least six months, or

     (2) the Second-Priority Trustee shall cease to be eligible under Section 608 and shall fail to resign after written request therefor by the Issuers or by any Holder who has been a bona fide Holder of a Second-Priority Note for at least six months, or

     (3) the Second-Priority Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Second-Priority Trustee or of its property shall be appointed or any public officer shall take charge or control of the Second-Priority Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) the Issuers, by a Board Resolution, may remove the Second-Priority Trustee, or (ii) subject to TIA Section 315(e), any Holder who has been a bona fide Holder of a Second-Priority Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Second-Priority Trustee and the appointment of a successor Second-Priority Trustee.

          (e) If the Second-Priority Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Second-Priority Trustee for any cause, the Issuers, by a Board Resolution, shall promptly appoint a successor Second-Priority Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Second-Priority Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Second-Priority Notes delivered to the Issuers and the retiring Second-Priority Trustee, the successor Second-Priority Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Second-Priority Trustee and supersede the successor Second-Priority Trustee appointed by the Issuers. If no successor Second-Priority Trustee shall have been so appointed by the Issuers or the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Second-Priority Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Second-Priority Trustee.

          (f) The Issuers shall give notice of each resignation and each removal of the Second-Priority Trustee and each appointment of a successor Second-Priority Trustee to the Holders in the manner provided for in

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Section 106. Each notice shall include the name of the successor Second-Priority Trustee and the address of its Corporate Trust Office.

          SECTION 610. Acceptance of Appointment by Successor.

          (a) Every successor Second-Priority Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuers and to the retiring Second-Priority Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Second-Priority Trustee shall become effective and such successor Second-Priority Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Second-Priority Trustee; but, on request of the Issuers or the successor Second-Priority Trustee, such retiring Second-Priority Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Second-Priority Trustee all the rights, powers and trusts of the retiring Second-Priority Trustee and shall duly assign, transfer and deliver to such successor Second-Priority Trustee all property and money held by such retiring Second-Priority Trustee hereunder. Upon request of any such successor Second-Priority Trustee, the Issuers shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Second-Priority Trustee all such rights, powers and trusts.

          (b) Upon request of any such successor Second-Priority Trustee, the Issuers shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Second-Priority Trustee all rights, powers and trusts referred to in paragraph (a) of this Section.

          (c) No successor Second-Priority Trustee shall accept its appointment unless at the time of such acceptance such successor Second-Priority Trustee shall be qualified and eligible under this Article.

          SECTION 611. Merger, Conversion, Consolidation or Succession to Business.

          Any corporation into which the Second-Priority Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Second-Priority Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Second-Priority Trustee, shall be the successor of the Second-Priority Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Second-Priority Notes shall have been authenticated, but not delivered, by the Second-Priority Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Second-Priority Trustee may adopt such authentication and deliver the Second-Priority Notes so authenticated with the same effect as if such successor Second-Priority Trustee had itself authenticated such Second-Priority Notes. In case at that time any of the Second-Priority Notes shall not have been authenticated, any successor Second-Priority Trustee may authenticate such Second-Priority Notes either in the name of any predecessor hereunder or in the name of the successor Second-Priority Trustee. In all such cases such certificates shall have the full force and effect which this Second-Priority Indenture provides for the certificate of authentication of the Second-Priority Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Second-Priority Trustee or to authenticate Second-Priority Notes in the name of any predecessor Second-Priority Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

          SECTION 612. Appointment of Authenticating Agent.

          At any time when any of the Second-Priority Notes remain Outstanding, the Second-Priority Trustee may appoint an Authenticating Agent or Agents with respect to the Second-Priority Notes which shall be authorized to act on behalf of the Second-Priority Trustee to authenticate Second-Priority Notes and the Second-Priority Trustee shall give written notice of such appointment to all Holders of Second-Priority Notes with respect to which such Authenticating Agent will serve, in the manner provided for in Section 106. Second-Priority Notes so authenticated shall be entitled to the benefits of this Second-Priority Indenture and shall be valid and obligatory for all purposes as if authenticated by the Second-Priority Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Second-Priority Trustee, and a copy of such instrument shall be promptly furnished to the Issuers. Wherever reference is made in this Second-Priority Indenture to the

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authentication and delivery of Second-Priority Notes by the Second-Priority Trustee or the Second-Priority Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Second-Priority Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Second-Priority Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Issuers and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or state authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section.

          Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Second-Priority Trustee or the Authenticating Agent.

          An Authenticating Agent may resign at any time by giving written notice thereof to the Second-Priority Trustee and to the Issuers. The Second-Priority Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuers. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Second-Priority Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Issuers and shall give written notice of such appointment to all Holders of Second-Priority Notes, in the manner provided for in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

          The Issuers agrees to pay to each Authenticating Agent from time to time such compensation for its services under this Section as shall be agreed in writing between the Issuers and such Authenticating Agent.

          If an appointment is made pursuant to this Section, the Second-Priority Notes may have endorsed thereon, in addition to the Second-Priority Trustee’s certificate of authentication, an alternate certificate of authentication in the following form:

          This is one of the Second-Priority Notes designated therein referred to in the within-mentioned Second-Priority Indenture.

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WILMINGTON TRUST FSB, as Second-Priority Trustee
By:
	as Authenticating Agent
By:
	as Authorized Officer

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ARTICLE SEVEN

HOLDERS LISTS AND REPORTS BY TRUSTEE AND ISSUERS

          SECTION 701. Issuers to Furnish Second-Priority Trustee Names and Addresses.

          The Issuers will furnish or cause to be furnished to the Second-Priority Trustee

     (a) semiannually, not more than five days after each Regular Record Date, a list, in such form as the Second-Priority Trustee may reasonably require, of the names and addresses of the Holders as of such Regular Record Date; and

     (b) at such other times as the Second-Priority Trustee may reasonably request in writing, within 30 days after receipt by the Issuers of any such request, a list of similar form and content to that in paragraph (a) hereof as of a date not more than 15 days prior to the time such list is furnished; provided, however, that if and so long as the Second-Priority Trustee shall be the Second-Priority Note Registrar, no such list need be furnished.

          SECTION 702. Disclosure of Names and Addresses of Holders.

          Every Holder of Second-Priority Notes, by receiving and holding the same, agrees with the Issuers and the Second-Priority Trustee that none of the Issuers or the Second-Priority Trustee or any agent of either of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with TIA Section 312, regardless of the source from which such information was derived, and that the Second-Priority Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under TIA Section 312(b).

          SECTION 703. Reports by Second-Priority Trustee.

          Within 60 days after May 15 of each year commencing with the first May 15 after the first issuance of Second-Priority Notes pursuant to this Second-Priority Indenture, the Second-Priority Trustee shall transmit to the Holders of Second-Priority Notes (with a copy to the Issuers at the Place of Payment), in the manner and to the extent provided in TIA Section 313(c), a brief report dated as of such May 15 if required by TIA Section 313(a).

ARTICLE EIGHT

MERGER, CONSOLIDATION OR SALE OF ALL OR SUBSTANTIALLY ALL ASSETS

          SECTION 801. Company May Consolidate, Etc., Only on Certain Terms.

          Neither Issuer may consolidate or merge with or into or wind up into (whether or not such Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions (other than a swap of Spectrum Assets and related assets pursuant to Section 1018) to any Person unless:

     (1) such Issuer is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”);

     (2) the Successor Company, if other than such Issuer, expressly assumes all the obligations of such Issuer under this Second-Priority Indenture, the Second-Priority Notes and the Second-Priority

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Security Documents pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Second-Priority Trustee;

     (3) immediately after such transaction no Default or Event of Default exists;

     (4) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period, either (i) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 1011(a) or (ii) the Issue Date Ratings Condition is satisfied;

     (5) each Subsidiary Guarantor, unless it is the other party to the transactions described above, in which case Section 802(2) below shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Second-Priority Indenture and the Second-Priority Notes;

     (6) the Issuers shall have delivered to the Second-Priority Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Second-Priority Indenture and, if a supplemental indenture or any supplement to any Second-Priority Security Document is required in connection with such transaction, such supplement shall comply with the applicable provisions of this Second-Priority Indenture;

     (7) to the extent any assets of the Person which is merged or consolidated with or into the Successor Company are assets of the type which would constitute Collateral under the Second-Priority Security Documents, the Successor Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Second-Priority Security Documents in the manner and to the extent required in this Second-Priority Indenture or any of the Second-Priority Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Second-Priority Security Documents; and

     (8) the Collateral owned by or transferred to the Successor Company shall:

     (a) continue to constitute Collateral under this Second-Priority Indenture and the Second-Priority Security Documents,

     (b) be subject to the Lien in favor of the Second-Priority Collateral Agent for the benefit of the Second-Priority Collateral Agent, the Second-Priority Trustee and the Holders of the Second-Priority Notes, and

     (c) not be subject to any Lien other than Permitted Liens (or Permitted Spectrum Liens in the case of Spectrum Assets).

          The Successor Company shall succeed to, and be substituted for such Issuer under this Second-Priority Indenture and the Second-Priority Notes and such Issuer (if not the Successor Company) will be fully released from its obligations under this Second-Priority Indenture, the Second-Priority Notes and the Second-Priority Security Documents. Notwithstanding the foregoing clauses (3) and (4),

     (a) any Restricted Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any Restricted Subsidiary;

     (b) subject to the last paragraph of this covenant, any Subsidiary Guarantor may consolidate with, merge into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, and

     (c) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the guarantor or the Company in another State of the United States.

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          SECTION 802. Subsidiary Guarantors May Consolidate, Etc., Only on Certain Terms.

          Subject to Section 1015(b) and the last paragraph of this Section 802, each Subsidiary Guarantor shall not, and the Issuers will not permit any Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless:

(A) (1) such Subsidiary Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

     (2) the Successor Person, if other than such Subsidiary Guarantor, expressly assumes all the obligations of such Subsidiary Guarantor under this Second-Priority Indenture and such Subsidiary Guarantor’s Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Second-Priority Trustee;

     (3) immediately after such transaction no Default or Event of Default exists;

     (4) the Issuers shall have delivered to the Second-Priority Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, amendments, supplements or other instruments relating to the Second-Priority Security Documents if any, comply with this Second-Priority Indenture, if a supplemental indenture or any supplement to any Second-Priority Security Document is required in connection with such transaction, such supplement shall comply with the applicable provisions of this Second-Priority Indenture;

     (5) to the extent any assets of the Person which is merged or consolidated with or into the Successor Person are assets of the type which would constitute Collateral under the Second-Priority Security Documents, the Successor Person will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Second-Priority Security Documents in the manner and to the extent required in this Second-Priority Indenture or any of the Second-Priority Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Second-Priority Security Documents; and

     (6) the Collateral owned by or transferred to the Successor Person shall:

     (i) continue to constitute Collateral under this Second-Priority Indenture and the Second-Priority Security Documents,

     (ii) be subject to the Lien in favor of the Second-Priority Collateral Agent for the benefit of the Second-Priority Collateral Agent, the Second-Priority Trustee and the Holders, and

     (iii) not be subject to any Lien other than Permitted Liens (or Permitted Spectrum Liens in the case of Spectrum Assets); or

(B) the transaction is made in compliance with Section 1018.

     Subject to Section 1015(b) hereof, the Successor Person shall succeed to, and be substituted for, such Subsidiary Guarantor under this Second-Priority Indenture and such Subsidiary Guarantor’s Guarantee. Notwithstanding the foregoing, but subject to the next paragraph, any Subsidiary Guarantor may merge into or transfer all or part of its properties and assets to another Subsidiary Guarantor or the Company; and

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     Notwithstanding the foregoing, except in compliance with a transaction conducted pursuant to Section 1018 (including pursuant to the exclusions contained in the definition of “Asset Sale”), no Spectrum Assets held by a Domestic Subsidiary shall be sold or otherwise transferred to any Person unless such Person is or becomes a Subsidiary Guarantor and all such Spectrum Assets constitute Collateral and are pledged pursuant to the Second-Priority Security Documents.

          SECTION 803. Successor Substituted.

          Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the assets of the Issuers or any Subsidiary Guarantor in accordance with Sections 801 and 802 hereof, the successor Person formed by such consolidation or into which the Issuers or such Subsidiary Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made, shall succeed to, and be substituted for, and may exercise every right and power of, the Issuers or such Subsidiary Guarantor, as the case may be, under this Second-Priority Indenture and/or the Guarantees, as the case may be, with the same effect as if such successor Person had been named as the Issuers or such Subsidiary Guarantor, as the case may be, herein and/or the Guarantees, as the case may be. When a successor Person assumes all obligations of its predecessor hereunder, the Second-Priority Notes or the Guarantees, as the case may be, such predecessor shall be released from all obligations; provided that in the event of a transfer or lease, the predecessor shall not be released from the payment of principal and interest or other obligations on the Second-Priority Notes or the Guarantees, as the case may be.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

          SECTION 901. Amendments or Supplements Without Consent of Holders.

          Notwithstanding the foregoing, without the consent of any Holder, the Issuers, any Subsidiary Guarantor (with respect to a Guarantee or this Second-Priority Indenture to which it is a party); when authorized by Board resolutions of their respective Board of Directors, and the Second-Priority Trustee, at any time and from time to time, may amend or supplement this Second-Priority Indenture, any Guarantee, the Second-Priority Notes or the Second-Priority Security Documents, in form satisfactory to the Second-Priority Trustee, for any of the following purposes:

     (1) to cure any ambiguity, omission, mistake, defect or inconsistency;

     (2) to provide for uncertificated Second-Priority Notes in addition to or in place of certificated Second-Priority Notes;

     (3) to comply with Article Eight hereof;

     (4) to evidence the succession of another Person to the Company or to any Guarantor and to provide the assumption of the Issuers’ or any Subsidiary Guarantor’s obligations to Holders;

     (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights under this Second-Priority Indenture of any such Holder;

     (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuers;

     (7) to evidence and provide for the acceptance and appointment under this Second-Priority Indenture of a successor Second-Priority Trustee pursuant to the requirements of Sections 609 and 610;

     (8) to add a Subsidiary Guarantor under this Second-Priority Indenture or to add additional assets as Collateral;

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     (9) release Liens in favor of the Second-Priority Collateral Agent in the Collateral in accordance with the terms of this Second-Priority Indenture, Second-Priority Security Documents or the Intercreditor Agreement;

     (10) to conform the text of this Second-Priority Indenture, Guarantees or the Second-Priority Notes or any Second-Priority Security Document to the “Description of second lien notes” section of the Offering Memorandum to the extent that such provision in the “Description of notes” section was intended (as evidenced by an Officers’ Certificate from the Issuers) to be a verbatim recitation of a provision of this Second-Priority Indenture, the Guarantees, the Second-Priority Notes or such Second-Priority Security Document;

     (11) to add any Permitted Additional Junior Lien Obligations to the Second-Priority Security Documents on the terms set forth therein; or

     (12) to release any Collateral pursuant to the provisions of this Second-Priority Indenture.

          Until the Discharge of First-Priority Obligations has occurred, the holders of the First-Priority Obligations may change, waive, modify or vary the security documents of such holders and, pursuant to the Intercreditor Agreement, such changes will automatically apply to the Second-Priority Security Documents; provided that any such change, waiver, modification or variance that is prejudicial to the rights of the Second-Priority Collateral Agent, the Second-Priority Trustee and the Holders of the Second-Priority Notes and any Permitted Additional Junior Lien Obligations and does not affect the holders of the First-Priority Obligations in a like or similar manner shall not apply to the Second-Priority Security Documents without the consent of the Second-Priority Collateral Agent and the Second-Priority Trustee (acting at the direction of the Holders of a majority of the aggregate principal amount of the Second-Priority Notes and Permitted Additional Junior Lien Obligations). Notice of such amendment, waiver or consent shall be given to the Second-Priority Trustee by the Issuers, but any failure to provide such notice will not affect the validity or effectiveness of any such amendment, waiver or consent.

          SECTION 902. Amendments, Supplements or Waivers with Consent of Holders.

          With the consent of the Holders of not less than a majority in principal amount of the Outstanding Second-Priority Notes, by Act of said Holders delivered to the Issuers and the Second-Priority Trustee, the Issuers, any Subsidiary Guarantor (with respect to any Guarantee or this Second-Priority Indenture to which it is a party), when authorized by Board Resolutions of their respective Board of Directors, and the Second-Priority Trustee may amend or supplement this Second-Priority Indenture, the Second-Priority Security Documents, any Guarantee or the Second-Priority Notes for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions or of modifying in any manner the rights of the Holders hereunder or thereunder and any existing Default, Event of Default or compliance with any provision of this Second-Priority Indenture or the Second-Priority Notes may be waived with the consent of the Holders of not less than a majority in principal amount of the Outstanding Second-Priority Notes, other than Second-Priority Notes beneficially owned by the Issuers or their Affiliates (including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for Second-Priority Notes); provided, however, that no such amendment, supplement or waiver shall, without the consent of the Holder of each Outstanding Second-Priority Note affected thereby:

     (1) reduce the principal amount of Second-Priority Notes whose Holders must consent to an amendment, supplement or waiver;

     (2) reduce the principal of or change the Maturity of any such Second-Priority Note or alter or waive the provisions with respect to the redemption of the Second-Priority Notes (other than Sections 1017 and 1018);

     (3) reduce the rate of or change the time for payment of interest on any Second-Priority Note;

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     (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Second-Priority Notes issued under this Second-Priority Indenture, except a rescission of acceleration of the Second-Priority Notes by the Holders of at least a majority in aggregate principal amount of the Second-Priority Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Second-Priority Indenture or any guarantee which cannot be amended or modified without the consent of all Holders;

     (5) make any Second-Priority Note payable in money other than that stated in the Second-Priority Notes;

     (6) make any change in Section 513 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Second-Priority Notes;

     (7) make any change in these amendment and waiver provisions;

     (8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Second-Priority Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Second-Priority Notes; or

     (9) make any change to or modify the ranking of the Second-Priority Notes that would adversely affect the Holders.

          In addition, without the consent of the Holders of at least 75% in principal amount of Second-Priority Notes then outstanding, no amendment, supplement or waiver may (1) modify any Second-Priority Security Document or the provisions in this Second-Priority Indenture dealing with Second-Priority Security Documents or application of trust moneys in any manner, taken as a whole, materially adverse to the Holders or otherwise release any Collateral other than in accordance with this Second-Priority Indenture, the Second-Priority Security Documents and the Intercreditor Agreement or (2) modify the Intercreditor Agreement in any manner adverse to the Holders in any material respect other than in accordance with the terms of this Second-Priority Indenture, the Second-Priority Security Documents and the Intercreditor Agreement.

          SECTION 903. Execution of Amendments, Supplements or Waivers.

          In executing, or accepting the additional trusts created by, any amendment, supplement or waiver permitted by this Article or the modifications thereby of the trusts created by this Second-Priority Indenture, the Second-Priority Trustee shall be provided with, and shall be fully protected in relying upon, an Officers’ Certificate and Opinion of Counsel stating that the execution of such amendment, supplement or waiver is authorized or permitted by this Second-Priority Indenture, that all conditions precedent thereto have been satisfied, and, to the extent applicable, that there is no material adverse effect on the Holders. The Second-Priority Trustee may, but shall not be obligated to, enter into any such amendment, supplement or waiver which affects the Second-Priority Trustee’s own rights, duties or immunities under this Second-Priority Indenture or otherwise. No provision of this Second-Priority Indenture or Second-Priority Note Document may be amended that adversely affects the Second-Priority Collateral Agent without the Second-Priority Collateral Agent’s written consent.

          SECTION 904. Effect of Amendments, Supplements or Waivers.

          Upon the execution of any supplemental indenture under this Article, this Second-Priority Indenture shall be modified in accordance therewith, and such amendment, supplement or waiver shall form a part of this Second-Priority Indenture for all purposes; and every Holder of Second-Priority Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

          SECTION 905. Conformity with Trust Indenture Act.

          Every supplemental indenture executed pursuant to the Article shall conform to the requirements of the Trust Indenture Act as then in effect.

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          SECTION 906. Reference in Second-Priority Notes to Supplemental Second-Priority Indentures.

          Second-Priority Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, bear a notation in form satisfactory to the Second-Priority Trustee as to any matter provided for in such supplemental indenture. If the Issuers shall so determine, new Second-Priority Notes so modified as to conform, in the opinion of the Issuers, to any such supplemental indenture may be prepared and executed by the Issuers and authenticated and delivered by the Second-Priority Trustee in exchange for Outstanding Second-Priority Notes.

          SECTION 907. Notice of Supplemental Second-Priority Indentures.

          Promptly after the execution by the Issuers, any Subsidiary Guarantor and the Second-Priority Trustee of any supplemental indenture pursuant to the provisions of Section 902, the Issuers shall give notice thereof to the Holders of each Outstanding Second-Priority Note, in the manner provided for in Section 106, setting forth in general terms the substance of such supplemental indenture.

ARTICLE TEN

COVENANTS

          SECTION 1001. Payment of Principal, Premium, if Any, and Interest.

          The Issuers covenant and agree for the benefit of the Holders that they will duly and punctually pay the principal of (and premium, if any) and interest on the Second-Priority Notes in accordance with the terms of the Second-Priority Notes and this Second-Priority Indenture.

          SECTION 1002. Maintenance of Office or Agency.

          The Issuers will maintain an office or agency where Second-Priority Notes may be presented or surrendered for payment, where Second-Priority Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Issuers in respect of the Second-Priority Notes and this Second-Priority Indenture may be served. The designated office of the Second-Priority Trustee shall be such office or agency of the Issuers, unless the Issuers shall designate and maintain some other office or agency for one or more of such purposes. The Issuers will give prompt written notice to the Second-Priority Trustee of any change in the location of any such office or agency. If at any time the Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Second-Priority Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Second-Priority Trustee, and the Issuers hereby appoint the Second-Priority Trustee as its agent to receive all such presentations, surrenders, notices and demands.

          The Issuers may also from time to time designate one or more other offices or agencies where the Second-Priority Notes may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Issuers of its obligation to maintain an office or agency for such purposes. The Issuers will give prompt written notice to the Second-Priority Trustee of any such designation or rescission and any change in the location of any such other office or agency.

          SECTION 1003. Money for Second-Priority Notes Payments to Be Held in Trust.

          If the Issuers shall at any time act as its own Paying Agent, it will, on or before each due date of the principal of (or premium, if any) or interest on any of the Second-Priority Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal of (or premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Second-Priority Trustee of its action or failure so to act.

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          Whenever the Issuers shall have one or more Paying Agents for the Second-Priority Notes, it will, on or before each due date of the principal of (or premium, if any) or interest on any Second-Priority Notes, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Second-Priority Trustee) the Issuers will promptly notify the Second-Priority Trustee of such action or any failure so to act.

          The Issuers will cause each Paying Agent (other than the Second-Priority Trustee) to execute and deliver to the Second-Priority Trustee an instrument in which such Paying Agent shall agree with the Second-Priority Trustee, subject to the provisions of this Section, that such Paying Agent will:

     (1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Second-Priority Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

     (2) give the Second-Priority Trustee notice of any default by the Issuers (or any other obligor upon the Second-Priority Notes) in the making of any payment of principal (and premium, if any) or interest; and

     (3) at any time during the continuance of any such default, upon the written request of the Second-Priority Trustee, forthwith pay to the Second-Priority Trustee all sums so held in trust by such Paying Agent.

          The Issuers may at any time, for the purpose of obtaining the satisfaction and discharge of this Second-Priority Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Second-Priority Trustee all sums held in trust by the Issuers or such Paying Agent, such sums to be held by the Second-Priority Trustee upon the same trusts as those upon which such sums were held by the Issuers or such Paying Agent; and, upon such payment by any Paying Agent to the Second-Priority Trustee, such Paying Agent shall be released from all further liability with respect to such sums.

          Any money deposited with the Second-Priority Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of (or premium, if any) or interest on any Second-Priority Note and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Issuers on Issuer Request, or (if then held by the Issuers) shall be discharged from such trust; and the Holder of such Second-Priority Note shall thereafter, as an unsecured general creditor, look only to the Issuers for payment thereof, and all liability of the Second-Priority Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as Second-Priority Trustee thereof, shall thereupon cease; provided, however, that the Second-Priority Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense of the Issuers cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuers.

          SECTION 1004. Corporate Existence.

          Subject to Article Eight, the Issuers will do or cause to be done all things necessary to preserve and keep in full force and effect the corporate existence and that of each Restricted Subsidiary and the corporate rights (charter and statutory) and franchises of the Issuers and each Restricted Subsidiary; provided, however, that the Issuers shall not be required to preserve any such right or franchise if management of the Issuers shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuers and its Subsidiaries as a whole.

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          SECTION 1005. Payment of Taxes and Other Claims.

          The Issuers will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (a) all taxes, assessments and governmental charges levied or imposed upon the Issuers or any Subsidiary or upon the income, profits or property of the Issuers or any Subsidiary and (b) all lawful claims for labor, materials and supplies, which, if unpaid, might by law become a lien upon the property of the Issuers or any Subsidiary; provided, however, that the Issuers shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which appropriate reserves, if necessary (in the good faith judgment of management of the Issuers) are being maintained in accordance with GAAP.

          SECTION 1006. Maintenance of Properties.

          The Issuers will cause all properties owned by the Issuers or any Restricted Subsidiary or used or held for use in the conduct of its business or the business of any Restricted Subsidiary to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Issuers may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall prevent the Issuers from discontinuing the maintenance of any of such properties if such discontinuance is, in the judgment of management of the Issuers, desirable in the conduct of its business or the business of any Restricted Subsidiary.

          SECTION 1007. Insurance.

          (a) The Issuers will at all times keep all of its and its Subsidiaries properties which are of an insurable nature insured with insurers, believed by the Issuers to be responsible, against loss or damage to the extent that property of similar character is usually so insured by corporations similarly situated and owning like properties.

          (b) The Issuers and Subsidiary Guarantors (i) will cause any insurance policies covering any Collateral to be endorsed or otherwise amended to include a customary lender’s loss payable endorsement, in form and substance reasonably satisfactory to the Second-Priority Trustee, which endorsement shall provide that, from and after the Issue Date, if the insurance carrier shall have received written notice from the Second-Priority Trustee of the occurrence of an Event of Default, the insurance carrier shall pay all proceeds otherwise payable to the Issuers and the Subsidiary Guarantors under such policies directly to the Second-Priority Trustee; (ii) will cause all such policies to provide that neither the Issuers, the Second-Priority Trustee nor any other party shall be a coinsurer thereunder and to contain a “Replacement Cost Endorsement,” without any deduction for depreciation, and such other provisions as the Second-Priority Trustee may reasonably require from time to time to protect their interests; (iii) deliver original or certified copies of all such policies to the Second-Priority Trustee; cause each such policy to provide that it shall not be canceled, modified or not renewed (x) by reason of nonpayment of premium upon not less than 10 days’ prior written notice thereof by the insurer to the Second-Priority Trustee (giving the Second-Priority Trustee the right to cure defaults in the payment of premiums (at the expense of the Issuers)) or (y) for any other reason upon not less than 30 days’ prior written notice thereof by the insurer to the Second-Priority Trustee; and (iv) will deliver to the Second-Priority Trustee, prior to the cancellation, modification or nonrenewal of any such policy of insurance, a draft copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to the Second-Priority Trustee) and reasonably promptly thereafter deliver a duplicate original copy of such policy together with evidence satisfactory to the Second-Priority Trustee of payment of the premium therefor.

          (c) The Issuers and the Subsidiary Guarantors will notify the Second-Priority Trustee promptly whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this covenant is taken out by the Issuers or any Subsidiary Guarantor, and promptly deliver to the Second-Priority Trustee a duplicate original copy of such policy or policies.

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          SECTION 1008. Statement by Officers as to Default.

          (a) The Issuers will deliver to the Second-Priority Trustee within 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuers and its Restricted Subsidiaries during the preceding fiscal year, has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Second-Priority Indenture and further stating, as to each such officer signing such certificate, that, to the best of his or her knowledge, the Issuers during such preceding fiscal year, has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Second-Priority Indenture and no Default or Event of Default occurred during such fiscal year, and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and remains by reason of which payments on the account of the principal of or interest, if any, on the Second-Priority Notes is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Second-Priority Trustee should the Issuers elect to change the manner in which it fixes its fiscal year-end. For purposes of this Section 1008(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Second-Priority Indenture.

          (b) When any Default or Event of Default has occurred and is continuing under this Second-Priority Indenture, the Issuers shall deliver to the Second-Priority Trustee by registered or certified mail or facsimile transmission an Officers’ Certificate specifying such event, notice or other action within 10 Business Days of its occurrence.

          SECTION 1009. Reports and Other Information.

          (a) So long as any Second-Priority Notes are outstanding, the Company shall be required to provide to the Second-Priority Trustee and Holders, without cost to the Second-Priority Trustee or any Holder:

     (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports containing the information required to be contained in a filing with the Commission on Form 10-K, or any successor or comparable form, or required in such successor or comparable form;

     (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports containing the information required to be contained in a filing with the Commission on Form 10-Q or any successor or comparable form or required in such successor or comparable form; and

     (3) promptly from time to time after the occurrence of an event that would require information about such event to be provided to the Commission on Form 8-K, or any successor or comparable form, a current report with such information; provided that unless otherwise required to be provided to Holders, current reports shall only be required with respect to the following Form 8-K Items (or its successor item): Item 1.01 (Entry into a Material Definitive Agreement), Item 1.02 (Termination of a Material Definitive Agreement), Item 1.03 (Bankruptcy or Receivership), Item 2.01 (Completion of Acquisition or Disposition of Assets), Item 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant), Item 2.04 (Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement), Item 2.05 (Costs Associated with Exit or Disposal Activities), Item 4.01 (Changes in Registrant’s Certifying Accountant), Item 4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review), Item 5.01 (Changes in Control of Registrant), Items 5.02 (a), (b) and (c) (Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers) and Item 9.01 (Financial Statements and Exhibits, but only with respect to financial statements and pro forma financial information relating to transactions required to be reported

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pursuant to Item 2.01); provided, however, that unless otherwise required to be provided to Holders, no such current report shall be required to be furnished if the Company determines in its good faith judgment that such event is not material to Holders of Second-Priority Notes or the business, assets, operations, financial positions or prospects of the Company and its Restricted Subsidiaries, taken as a whole;

provided, however, that unless otherwise required to be provided to Holders:

     (A) such reports required pursuant to Section 1009(a)(1) shall not be required to include the information contemplated by Item 1B, Item 4, Item 5, Item 9A, Item 9A(T), Item 10 (but only with respect to information required by Items 405, 406 and 407 of Regulation S-K; provided, however, that such reports shall be required to present the information contemplated by Item 10 with exclusions consistent with the information in (or excluded from) the Offering Memorandum), Item 11, Item 13 (both only with respect to the information required by Item 407 of Regulation S-K; provided, however, that such reports shall be required to present the information contemplated by Items 11 and 13 with exclusions consistent with the information in (or excluded from) the Offering Memorandum) and Item 14 of Form 10-K, as in effect on the Issue Date;

     (B) such reports required pursuant to Section 1009(a)(2) shall not be required to include the information contemplated by Item 4 and Item 4T of Part I thereof and Item 2 and Item 4 of Part II of Form 10-Q, as in effect on the Issue Date; and

     (C) such reports required pursuant to Section 1009(a)(1), (2) and (3) (i) shall not be required to comply with Section 302 or Section 404 of the Sarbanes-Oxley Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the Commission, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein), in each case, as in effect on the Issue Date or any successor provision thereto, and (ii) shall not be required to comply with Items 402, 405, 406, 407 and 601 of Regulation S-K promulgated by the Commission, in each case, as in effect on the Issue Date or any successor provision thereto;

in each case, in a manner that complies in all material respects with the requirements specified in such form. The Company shall make the information referred to above in this clause (a) available by posting such information on a publicly accessible page on the Company’s website (or that of any of its parent companies). To the extent not satisfied by the foregoing, the Company shall agree that, for so long as any Second-Priority Notes are outstanding, it shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

          (b) The Issuers may satisfy their obligations in this Section 1009 with respect to information relating to the Issuers by furnishing information relating to the Parent; provided that, with respect to any audited or unaudited financial statements, the same is accompanied by consolidating information that explains in reasonable detail the differences between the financial information relating to the Parent, on the one hand, and the information relating to the Issuers and the Restricted Subsidiaries on a stand-alone basis, on the other hand.

          (c) If Parent or the Company has electronically filed with the Securities and Exchange Commission’s Next-Generation EDGAR system (or any successor system), the reports described in clause (a) above (including any consolidating information required by clause (b), unless otherwise provided to the Second-Priority Trustee and the Holders), the Issuers shall be deemed to have satisfied the foregoing requirements.

          (d) The Issuers shall also hold quarterly conference calls for the Holders of the Second-Priority Notes to discuss financial information for the previous quarter. The conference call shall be following the last day of each fiscal quarter of the Issuers and not later than ten business days from the time that the Issuers distribute the financial information as set forth Section 1009(a)(1) and (2), as applicable above. No fewer than two days prior to the conference call, the Issuers shall issue a press release announcing the time and date of such conference call and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call. For the avoidance of doubt, the Issuers may satisfy the requirements of this paragraph by (i) combining the conference calls required above with the earnings conference calls of the Parent that are held on a quarterly basis

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with equity holders or (ii) holding the conference calls required above within the time period required as part of any earnings calls of the Issuers in accordance with past practice.

          Nothing herein shall be construed so as to require the Issuers to include in such reports any information specified in Rule 3-10 or Rule 3-16 of Regulation S-X.

          SECTION 1010. Limitation on Restricted Payments.

          (a) The Issuers shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly:

     (1) declare or pay any dividend or make any distribution on account of the Company’s or any Restricted Subsidiary’s Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:

     (A) dividends or distributions by the Company payable in Equity Interests (other than Disqualified Stock) of the Company or in options, warrants or other rights to purchase such Equity Interests; or

     (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

     (2) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect parent of the Company, including in connection with any merger or consolidation, held by Persons other than the Issuers or any Subsidiary Guarantor;

     (3) make any principal payment on, or redeem, repurchase, defease, otherwise acquire or retire for value or give any irrevocable notice of redemption with respect thereto in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Indebtedness, other than:

     (A) First-Priority Obligations, Second-Priority Notes and Permitted Additional Junior Lien Obligations (all Indebtedness not listed in this clause (A), the “Junior Indebtedness”);

     (B) Indebtedness permitted under Section 1011(b)(3), (6), (7), (8) and (9);

     (C) the purchase, repurchase or other acquisition of Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition;

     (D) Indebtedness incurred under revolving credit facilities (other than payments, redemptions, repurchases, defeasances or other acquisitions or retirements for value that are accompanied by a termination or reduction of commitments under such revolving credit facilities); or

     (E) the giving of an irrevocable notice of redemption with respect to the transactions described in Section 1010(a)(2) and (3); or

     (4) make any Restricted Investment

(all such payments and other actions set forth in Section 1010(a)(1) through (4) being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

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     (A) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

     (B) immediately after giving effect to such transaction on a pro forma basis, the Company could incur $1.00 of additional Indebtedness under Section 1011(a); and

     (C) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuers and the Restricted Subsidiaries after the Original Issue Date (including Restricted Payments permitted by Section 1010(b) (1) and (8), but excluding all other Restricted Payments permitted by Section 1010(b), is less than the sum of:

     (1) the EBITDA of the Issuers for the period (taken as one accounting period) from October 1, 2009, to the end of the Issuers’ most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, less the product of 1.4 times Consolidated Interest Expense of the Issuers for the same period; provided that if the amount under this clause (1) for any fiscal quarter is less than zero, then the amount “built” under this clause (1) for such fiscal quarter shall be deemed to be equal to zero, plus

     (2) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Board of Directors, of marketable securities or other property received by the Issuers since immediately after the Original Issue Date from the issue or sale of:

     (x) Equity Interests of the Company, including Retired Capital Stock (as defined below), but excluding cash proceeds and the fair market value, as determined in good faith by the Board of Directors, of marketable securities or other property received from the sale of:

     (A) Equity Interests to members of management, directors or consultants of the Company, any direct or indirect parent of the Company and the Company’s Subsidiaries after the Original Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with Section 1010(b)(4); and

     (B) Designated Preferred Stock; or

     (y) debt securities of the Issuers that have been converted into such Equity Interests of the Issuers or its direct or indirect parents;

provided, however, that this clause (2) shall not include the proceeds from (a) Refunding Capital Stock (as defined below), (b) Equity Interests or converted debt securities of the Issuers sold to a Restricted Subsidiary or the Company, as the case may be, (c) Disqualified Stock or debt securities that have been converted into Disqualified Stock, (d) Excluded Contributions or (e) net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or preferred stock pursuant to Section 1011(b)(14), plus

     (3) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Board of Directors, of marketable securities or other property contributed to the capital of the Company following the Original Issue Date other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or preferred stock pursuant to Section 1011(b)(14) (other than by a Restricted Subsidiary) and other than by any Excluded Contributions, plus

     (4) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Board of Directors, of marketable securities or other property received by the Issuers or a Restricted Subsidiary by means of:

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     (A) the sale or other disposition (other than to the Issuers or a Restricted Subsidiary) of Restricted Investments made by the Issuers and its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuers and its Restricted Subsidiaries and repayments of loans or advances which constitute Restricted Investments by the Issuers and the Restricted Subsidiaries and (without duplication of amounts included in EBITDA) any dividends or distributions received by the Issuers or a Restricted Subsidiary on account of Restricted Investments, in each case after the Original Issue Date; or

     (B) the sale (other than to the Issuers or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by the Issuers or a Restricted Subsidiary pursuant to Section 1010(b)(18) or to the extent such Investment constituted a Permitted Investment) or a dividend or distribution from an Unrestricted Subsidiary in each case after the Original Issue Date; plus

     (5) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Board of Directors in good faith or if, in the case of an Unrestricted Subsidiary, such fair market value may exceed $75.0 million, in writing by an independent investment banking firm of nationally recognized standing, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary, other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by the Issuers or a Restricted Subsidiary pursuant Section 1010(b)(18) or to the extent such Investment constituted a Permitted Investment.

     (b) The foregoing provisions shall not prohibit:

     (1) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Second-Priority Indenture or the redemption, repurchase or retirement of Indebtedness if, at the date of any irrevocable redemption notice such payment would have complied with the provisions of this Second-Priority Indenture;

     (2) the redemption, repurchase, retirement or other acquisition of any Equity Interests of the Company (“Retired Capital Stock”) or Junior Indebtedness of the Issuers or a Subsidiary Guarantor, or any Equity Interests of any direct or indirect parent of the Company, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to an Issuer or a Restricted Subsidiary) of, Equity Interests of the Company or any direct or indirect parent of the Company (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”);

     (3) the redemption, repurchase or other acquisition or retirement of Junior Indebtedness of the Issuers or a Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Junior Indebtedness of the Issuers or a Subsidiary Guarantor, as the case may be, which is incurred in compliance with Section 1011 so long as:

     (A) such Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Indebtedness being so redeemed, repurchased, acquired or retired,

     (B) such Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Indebtedness being so redeemed, repurchased, acquired or retired; and

     (C) in the case of unsecured Indebtedness, such new Indebtedness is unsecured and in the case of secured Indebtedness, such new Indebtedness is either unsecured or has a junior lien

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priority in the Collateral relative to the Second-Priority Notes pursuant to an Intercreditor Agreement;

     (4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of common Equity Interests of the Company or any of its direct or indirect parents held by any future, present or former employee, director or consultant of the Company, any of its Subsidiaries or any of its direct or indirect parents pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed $5.0 million in any fiscal year (with unused amounts in any calendar year being carried over to the immediately succeeding calendar year); provided further that such amount may be increased by an amount not to exceed:

     (A) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company and, to the extent contributed to the Company, Equity Interests of any of the Company’s direct or indirect parents, in each case to members of management, directors or consultants of the Issuer, any of its Subsidiaries or any of its direct or indirect parents that occurred after the Original Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (c) of the preceding paragraph, plus

     (B) the cash proceeds of key man life insurance policies received by the Company and its Restricted Subsidiaries after the Original Issue Date; less

     (C) the amount of any Restricted Payments previously made pursuant to Section 1010(b)(4)(A) and (B);

     (5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuers or any Restricted Subsidiary issued in accordance with Section 1011;

(6) (A) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Company after the Original Issue Date; provided that the aggregate amount of dividends paid pursuant to this Section 1010(b)(6)(A) shall not exceed the aggregate amount of cash actually received by the Company from the sale of such Designated Preferred Stock; and

     (B) the declaration and payment of dividends to a direct or indirect parent of the Company, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent issued after the Original Issue Date; provided that the amount of dividends paid pursuant to this Section 1010(b)(6)(B) shall not exceed the aggregate amount of cash actually contributed to the Company from the sale of such Designated Preferred Stock;

     (7) repurchases of Equity Interests (i) constituting fractional shares or (ii) deemed to occur upon exercise of stock options or warrants or other securities convertible or exchangeable into Equity Interests or any other security if such Equity Interests or other security represent all or a portion of the exercise price of such options or warrants;

     (8) the payment of dividends on the Company’s common equity or the dividend or distribution to any direct or indirect parent company to fund the payment by such parent company of dividends on its common equity after the Original Issue Date, of up to 6% per annum of the net proceeds received by or contributed to the Issuers in any public offering, other than public offerings with respect to the Company’s or such direct or indirect parent company’s common stock equity registered on Form S-8 and other than any public sale constituting an Excluded Contribution;

     (9) Restricted Payments that are made with Excluded Contributions;

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     (10) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this Section 1010(b)(10) not to exceed $20.0 million;

     (11) the declaration and payment of dividends by the Company to, or the making of loans to, any direct or indirect parent company of the Company (other than Sprint) for the purpose of paying;

     (A) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence,

     (B) federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Company and the Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries,

     (C) customary salary, bonus and other benefits payable to officers and, and any indemnification obligations of, officers, directors and employees or former officers, directors or employees of any direct or indirect parent of the Company (other than Sprint) to the extent such salaries, bonuses, indemnification obligations and other benefits are attributable to the ownership or operation of the Company and the Restricted Subsidiaries,

     (D) general corporate overhead expenses of any direct or indirect parent of the Company (other than Sprint) to the extent such expenses are attributable to the ownership or operation of the Company and the Restricted Subsidiaries;

     (E) fees and expenses incurred by any direct or indirect parent company of the Company in connection with any unsuccessful equity issuances or incurrence of Indebtedness to the extent the net proceeds thereof are intended to be contributed to the Company; and

     (F) taxes with respect to income of any direct or indirect parent company of the Company (other than Sprint) derived from funding made available to the Company and its Restricted Subsidiaries by such direct or indirect parent company;

     (12) tax distributions or tax loans pursuant to the Company’s limited liability company agreement;

     (13) the repurchase, redemption or other acquisition or retirement for value of any Junior Indebtedness or Disqualified Stock or the making of a dividend or distribution to any direct or indirect parent of the Company to fund a similar purchase, redemption or other acquisition or retirement for value required pursuant Section 1017 and Section 1018; provided that there is a concurrent or prior Change of Control Offer or Asset Sale Offer, as applicable, and all Second-Priority Notes tendered by Holders of the Second-Priority Notes in connection with such Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

     (14) the repurchase, redemption, acquisition or retirement of Indebtedness with Unutilized Excess Proceeds or Unutilized Excess Spectrum Proceeds;

     (15) the distribution, as a dividend or otherwise, of (A) Equity Interests of, or Indebtedness owed to the Issuers or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries the primary assets of which are cash and/or Cash Equivalents) and (B) any proceeds received from an Unrestricted Subsidiary on account of such Equity Interests or Indebtedness, provided, that, in the case of clause (B), such proceeds will be excluded from EBITDA for purposes of Section 1010(a)(C)(1) and (C)(5);

     (16) Investments in joint ventures; provided that the aggregate Restricted Payments made pursuant to this clause (16) do not exceed 5.0% of the fair market value of Spectrum Assets located in the

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United States; provided further that to the extent any such Investment is made in the form of Spectrum Assets such Spectrum Assets represent Non-Core Spectrum Assets; and provided, further, that such amount shall be increased by an amount not to exceed (A) the cash proceeds received as a dividend, distribution or otherwise from such joint ventures (it being understood that the forgiveness of any debt by such joint venture will not be a Restricted Payment hereunder) less (B) the amount of any Restricted Payments previously made pursuant to clause (A) of this Section 1010(b)(16);

     (17) distributions or payments of Receivables Fees; and

     (18) Investments in Unrestricted Subsidiaries having an aggregate fair market value, when taken together with all other Investments made pursuant to this Section 1010(b)(18) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or Cash Equivalents, not to exceed $50.0 million at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

provided however, that at the time of, and after giving effect to, any Restricted Payment permitted under Sections 1010(b)(5), (6) and (10), no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.

          (c) The amount of all Restricted Payments (other than cash) will be the fair market value (as determined by the Issuers) on the date of such Restricted Payment of the assets or securities proposed to be paid, transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment.

          (d) As of the time of issuance of the Second-Priority Notes, all of the Issuers’ Subsidiaries will be Restricted Subsidiaries. The Issuers will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary” in Section 101 of this Second-Priority Indenture. For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuers and their Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 1010(a) or Section 1010(b)(9) or (10), or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries shall not be subject to any of the restrictive covenants set forth in this Second-Priority Indenture. Notwithstanding the foregoing, no Spectrum Entity shall at any time pay a dividend or make any distribution to any entity that is not a Spectrum Entity unless the proceeds of any such dividend or distribution is applied in its entirety to repurchase Second-Priority Notes; provided that, any Spectrum Entity may pay a dividend or make distributions to the Company so that the Company may make tax distributions pursuant to its limited liability company agreement, so long as the Company uses the dividend or distribution to pay such tax distributions at such time.

     SECTION 1011. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

          (a) The Issuers shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuers shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or preferred stock; provided, however, that the Issuers may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Subsidiary Guarantor (other than any Spectrum Entity) may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred stock, if the Consolidated Leverage Ratio of the Issuers and the Restricted Subsidiaries at the time such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been no greater than 6.50 to 1.00, determined on a pro forma basis (including a pro forma

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application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or preferred stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended four full fiscal quarters for which internal financial statements are available.

     (b) The foregoing limitations shall not apply to:

     (1) the incurrence by the Issuers and any Subsidiary Guarantor of Indebtedness represented by the Second-Priority Notes issued on the Issue Date (including any Guarantee) (other than any Additional Second-Priority Notes);

     (2) Existing Indebtedness (other than Indebtedness described in Section 1011(b)(1));

     (3) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and preferred stock incurred by the Issuers or any of the Subsidiary Guarantors (other than any Spectrum Entity), to finance the purchase, lease or improvement of property (real or personal) or equipment (other than any Spectrum Assets) that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this Section 1011(b)(3) and including all Refinancing Indebtedness incurred to refund, refinance or replace any other Indebtedness, Disqualified Stock and preferred stock incurred pursuant to this Section 1011(b)(3), does not exceed $300.0 million;

     (4) Indebtedness incurred by the Issuers or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

     (5) Indebtedness arising from agreements of the Issuers or a Restricted Subsidiary providing for and to the extent of (x) indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided that the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Issuers and the Restricted Subsidiaries in connection with such disposition and (y) working capital or other similar balance sheet related purchase price adjustments incurred or assumed in connection with the acquisition of a Subsidiary;

     (6) Indebtedness of the Issuers to a Subsidiary Guarantor; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Subsidiary Guarantor ceasing to be a Subsidiary Guarantor or any other subsequent transfer of any such Indebtedness (except to the Issuers or another Subsidiary Guarantor) shall be deemed, in each case to be an incurrence of such Indebtedness not permitted by this Section 1011(b)(6);

     (7) Indebtedness of the Issuers or a Subsidiary Guarantor to a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that any such Indebtedness is subordinated in right of payment to the Second-Priority Notes; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuers or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this Section 1011(b)(7);

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     (8) (A) Indebtedness of a Subsidiary Guarantor (other than a Spectrum Entity) to the Issuers or another Subsidiary Guarantor; and

     (B) Indebtedness of a Spectrum Entity that is a Subsidiary Guarantor to the Company or another Spectrum Entity that is a Subsidiary Guarantor; provided that any subsequent transfer of any such Indebtedness (except to the Company or another Spectrum Entity that is a Subsidiary Guarantor) shall be deemed, in each case to be an incurrence of such Indebtedness not permitted by this Section 1011(b)(8)(B);

     (9) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor to the Issuers or a Restricted Subsidiary;

     (10) shares of preferred stock of a Restricted Subsidiary issued to the Issuers or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of preferred stock (except to the Issuers or another Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of preferred stock not permitted by this Section 1011(b)(10);

     (11) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting:

     (A) interest rate risk with respect to any Indebtedness permitted to be incurred or outstanding under this Second-Priority Indenture; or

     (B) exchange rate risk with respect to any currency exchange; or

     (C) commodity risk;

     (12) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Issuers or any Restricted Subsidiary in the ordinary course of business;

     (13) Indebtedness of any Subsidiary Guarantor in respect of such Subsidiary Guarantor’s Guarantee;

     (14) Indebtedness, Disqualified Stock and preferred stock of the Issuers and the Restricted Subsidiaries not otherwise permitted hereunder in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this Section1011(b)(14), does not at any one time outstanding exceed the sum of:

     (x) 150% of the net cash proceeds from the issue or sale of Equity Interests of the Issuers or any of their direct or indirect parent companies and contributed in cash to the Company after November 24, 2009 (but including any net cash proceeds from the New Equity Investment whether received before or after November 24, 2009) less the aggregate principal amount of Indebtedness, Disqualified Stock and preferred stock of the Issuers and the Restricted Subsidiaries issued or incurred (or deemed issued or incurred) under subclause (y) of this Section1011(b)(14) and then outstanding; plus

     (y) (i) 50% of the first $1.0 billion in net cash proceeds from the New Equity Investment whether received before or after November 24, 2009) plus (ii) 75% of the net cash proceeds from the New Equity Investment in excess of such first $1.0 billion (whether received before or after November 24, 2009) plus (iii) 50% of the net cash proceeds from the issue or sale of Equity Interests of the Issuers or any of their direct or indirect parent companies and contributed in cash to the Company (other than the New Equity Investment) after November 24, 2009 minus (iv) the aggregate principal amount of the December 2009 Notes then outstanding and the First-

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Priority Notes then outstanding, in each case to the extent issued or incurred (or deemed issued or incurred) under this subclause (y); provided that the aggregate principal amount of Indebtedness, Disqualified Stock and preferred stock that may be incurred or issued by the Issuers and the Restricted Subsidiaries under this subclause (y) shall not exceed $1.35 billion (or $1.85 billion if the Consolidated Leverage Ratio of the Issuers and the Restricted Subsidiaries at the time such additional Indebtedness, Disqualified Stock or preferred stock is incurred would have been no greater than 6.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness, Disqualified Stock or preferred stock had been incurred and the application of proceeds therefrom had occurred at the beginning of the most recently ended four fiscal quarters for which internal financial statements are available) at any time (in the case of each of clauses (x) and (y) above, other than proceeds of Disqualified Stock of the Company or sales of Equity Interests of any direct or indirect parent company of the Company to the Issuers or any of their subsidiaries) as determined in accordance with Section 1010(a)(C)(2) and (a)(C)(3); provided further that such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other investments, payments or exchanges pursuant Section 1010(b);

          (15) (i) any guarantee by the Issuers or a Subsidiary Guarantor (other than a Spectrum Entity) of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Second-Priority Indenture, or

          (ii) any guarantee by a Restricted Subsidiary of Indebtedness of the Issuers or a Subsidiary Guarantor; provided that such guarantee is incurred in accordance with Section 1015, or

          (iii) any guarantee by a Restricted Subsidiary that is not a Subsidiary Guarantor of Indebtedness of another Restricted Subsidiary that is not a Subsidiary Guarantor;

          (16) the incurrence by the Issuers or any Restricted Subsidiary of Indebtedness, Disqualified Stock or preferred stock which serves to refund or refinance any Indebtedness, Disqualified Stock or preferred stock incurred as permitted under Section 1011(a) and clauses Section 1011(b)(1) and (2), this Section 1011(b)(16) and Section 1011(b)(17) below or any Indebtedness, Disqualified Stock or preferred stock issued to so refund or refinance such Indebtedness, Disqualified Stock or preferred stock including additional Indebtedness, Disqualified Stock or preferred stock incurred to pay premiums, defeasance costs and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

     (i) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the lesser of (x) the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or preferred stock being refunded or refinanced and (y) the remaining Weighted Average Life to Maturity of the Second-Priority Notes;

     (ii) to the extent such Refinancing Indebtedness refinances (x) Indebtedness subordinated or pari passu in right of payment to the Second-Priority Notes or any Guarantee of the Second-Priority Notes, such Refinancing Indebtedness is subordinated or pari passu in right of payment to the Second-Priority Notes or such Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (y) Disqualified Stock or preferred stock, such Refinancing Indebtedness must be Disqualified Stock or preferred stock, respectively; and

     (iii) shall not include

     (x) Indebtedness, Disqualified Stock or preferred stock of a Restricted Subsidiary that is not a Subsidiary Guarantor that refinances Indebtedness, Disqualified Stock or preferred stock of an Issuer or a Subsidiary Guarantor;

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     (y) Indebtedness, Disqualified Stock or preferred stock of a Spectrum Entity that refinances Indebtedness, Disqualified Stock or preferred stock of an Issuer or a Subsidiary that is not a Spectrum Entity; or

     (z) Indebtedness, Disqualified Stock or preferred stock of the Issuers or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or preferred stock of an Unrestricted Subsidiary;

     and provided further that subclause (i) of this clause (16) will not apply to any refunding or refinancing of any First-Priority Obligations;

     (17) Indebtedness, Disqualified Stock or preferred stock of Persons that are acquired by the Issuers or any Restricted Subsidiary or merged or otherwise combined (including pursuant to any acquisition of assets and assumption of related liabilities) into the Issuers or a Restricted Subsidiary in accordance with the terms of this Second-Priority Indenture; provided that such Indebtedness, Disqualified Stock or preferred stock is not incurred in contemplation of such acquisition or merger; provided further that to the extent the aggregate principal amount of Indebtedness, Disqualified Stock or preferred stock incurred under this clause (q) exceeds $100.0 million, then either (x) the Issuers would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 1011(a) or (y) the Issue Date Ratings Condition is satisfied;

     (18) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its incurrence;

     (19) Indebtedness of Foreign Subsidiaries in an aggregate amount not to exceed $50.0 million at any time outstanding;

     (20) the incurrence of Indebtedness of the Issuers or any Restricted Subsidiary represented by letters of credit in an aggregate face amount not to exceed $50.0 million at any one time outstanding;

     (21) Indebtedness of the Issuers or any Restricted Subsidiary consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

     (22) [Reserved];

     (23) Indebtedness of the Issuers or any Subsidiary Guarantor (other than any Spectrum Entity) in respect of Subordinated Indebtedness in an aggregate principal amount not to exceed $500.0 million at any one time outstanding, provided that (i) the final maturity of such Indebtedness shall be no earlier than one year following the maturity date of the Second-Priority Notes and the Weighted Average Life to Maturity of such Indebtedness at the time such Indebtedness is incurred shall be at least one year greater than the Weighted Average Life to Maturity of the Second-Priority Notes at such time, (ii) such Indebtedness is unsecured, and (iii) any such Indebtedness or guarantees in respect thereof of the Issuers or any Subsidiary Guarantor shall be subordinated to Designated First Lien Indebtedness on the same basis as the Second-Priority Notes and the Guarantees as set forth in Article 16 or 17 hereof;

     (24) Indebtedness of the Issuers or any Subsidiary Guarantor in an aggregate principal amount at any one time outstanding (for the Issuers and all Subsidiary Guarantors) not to exceed an amount equal to $1.0 billion, provided that (i) the final maturity of such Indebtedness shall be no earlier than one year following the maturity date of the Second-Priority Notes and the Weighted Average Life to Maturity of such Indebtedness at the time such Indebtedness is incurred shall be at least one year greater than the Weighted Average Life to Maturity of the Second-Priority Notes at such time, (ii) such Indebtedness is unsecured, and (iii) any such Indebtedness or guarantees in respect thereof of the Issuers or any Subsidiary Guarantor

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shall be subordinated to Designated First Lien Indebtedness on the same basis as the Second-Priority Notes and the Guarantees as set forth in Article 16 or 17 hereof; and

          (25) Indebtedness, Disqualified Stock and preferred stock of the Issuers and the Restricted Subsidiaries not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this clause (25), does not at any one time outstanding exceed $50 million.

               (c) For purposes of determining compliance with this Section 1011, in the event that an item of Indebtedness, Disqualified Stock or preferred stock meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or preferred stock described in clauses (1) through (25) of this Section 1011(b) or is entitled to be incurred pursuant to Section 1011(a), the Issuers shall, in their sole discretion, classify or reclassify such item of Indebtedness in any manner that complies with this covenant and such item of Indebtedness, Disqualified Stock or preferred stock shall be treated as having been incurred pursuant to only one of such clauses of this Section 1011(b) or pursuant to Section 1011(a) hereof. The December 2009 Notes and $148.2 million of the First Lien Notes shall be deemed to have initially been incurred under clause (b)(14)(y) above but may be reclassified as provided in the preceding sentence. Additionally, all or any portion of any item of Indebtedness may later be reclassified as having been incurred pursuant to any category of permitted Indebtedness described in clauses (1) through (25) above or pursuant to the first paragraph of this covenant so long as such Indebtedness is permitted to be incurred pursuant to such provision at the time of reclassification. Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness, Disqualified Stock or preferred stock shall not be deemed to be an incurrence of Indebtedness, Disqualified Stock or preferred stock for purposes of this Section 1011.

               (d) For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar -denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

               The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

               (e) Except as provided in clauses (b)(23) and (b)(24) above, the Issuers shall not, and shall not permit any Subsidiary Guarantor to directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Issuers or such Subsidiary Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Second-Priority Notes or such Subsidiary Guarantor’s guarantee to the extent and in the same manner in all material respects and taken as a whole as such Indebtedness is subordinated in right of payment to other Indebtedness of the Issuers or such Subsidiary Guarantor as the case may be.

               (f) (1) Unsecured Indebtedness shall not be treated as subordinated or junior to secured Indebtedness merely because it is unsecured and (2) Senior Indebtedness shall not be treated as subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral or is secured by different collateral.

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          SECTION 1012. Limitation on Liens.

          The Issuers shall not, and shall not permit any of their Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien that secures obligations under any Indebtedness or any related Guarantees (the “Initial Lien”) of any kind upon any of their property or assets, now owned or hereafter acquired, except:

     (1) in the case of Initial Liens on any Collateral owned by a Spectrum Entity, any Initial Lien if such Initial Lien is of the type described under clauses (1), (2), (3), (4), (7), (8), (9), (14), (16), (17), (18) (but only to the extent the original Lien being refinanced is listed in this clause (1)), (19), (20), (21), (22), (24), (25), (26), (27), (30) or (31) of the definition of “Permitted Liens” (Liens permitted by such clauses “Permitted Spectrum Liens”); and

     (2) in the case of any other asset or property owned by the Company or a Restricted Subsidiary (other than a Spectrum Entity), any Initial Lien if (i) in the case of any asset that is not at the time Collateral the Second-Priority Notes are equally and ratably secured with (or on a senior basis to, in the case such Initial Lien secures any Subordinated Indebtedness) the obligations secured by such Initial Lien or (ii) such Initial Lien is expressly junior in ranking on Collateral relative to the Second-Priority Notes and guarantees pursuant to an Intercreditor Agreement or such Initial Lien is a Permitted Lien,

          Any Lien created for the benefit of the Holders of the Second-Priority Notes pursuant to clause (2) of the preceding paragraph shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien which release and discharge in the case of any sale of any such asset or property shall not affect any Lien that the Second-Priority Collateral Agent may have on the proceeds from such sale.

          SECTION 1013. Limitations on Transactions with Affiliates.

          (a) The Issuers shall not, and shall not permit any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuers (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $10.0 million, unless:

     (1) such Affiliate Transaction is on terms that are not materially less favorable to the Issuers or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuers or such Restricted Subsidiary with an unrelated Person; and

     (2) the Issuers deliver to the Second-Priority Trustee (i) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $25.0 million, a resolution adopted by the majority of the Board of Directors approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) above; and (ii) with respect to any Affiliate Transactions or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $75.0 million, a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuers or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of the preceding paragraph;

     (b) The foregoing provisions shall not apply to the following:

     (1) transactions between or among the Issuers and/or any of the Restricted Subsidiaries;

     (2) Restricted Payments permitted by Section 1010 and the definition of “Permitted Investments”;

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     (3) the payment of reasonable fees and compensation paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of the Issuers, any of its direct or indirect parents or any Restricted Subsidiary;

     (4) transactions in which the Issuers or any Restricted Subsidiary, as the case may be, delivers to the Second-Priority Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuers or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 1013(a)(1);

     (5) payments or loans (or cancellation of loans) to employees or consultants of the Issuer, any of its direct or indirect parents or any Restricted Subsidiary which are approved by a majority of the Board of Directors of the Company in good faith;

     (6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders in any material respect) or payments made thereunder or the performance thereof or any transaction contemplated thereby;

     (7) the existence of, or the performance by the Issuers or any Restricted Subsidiaries of its obligations under the terms of, any equityholders agreement (including any registration right agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuers or any Restricted Subsidiaries of its obligations under any future amendment to the equityholders’ agreement or under any similar agreement entered into after the Issue Date shall only be permitted under this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects;

     (8) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Second-Priority Indenture which are fair to the Issuers and the Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Issuers or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time in arm’s-length negotiations with an unaffiliated third party;

     (9) any transaction with the Company, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity;

     (10) any purchases by the Issuers’ Affiliates of Indebtedness of the Company or any of its Restricted Subsidiaries the majority of which Indebtedness is offered to Persons who are not Affiliates;

     (11) any issuance or sale of Equity Interests (other than Disqualified Stock) to Affiliates of the Company and the granting of registration and other customary rights in connection therewith or any contribution to capital of Parent, the Issuers or any Restricted Subsidiary;

     (12) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors of the Company; and

     (13) any transaction permitted by Article Eight and consummated at a time when the common stock of the Company or Parent is listed on the New York Stock Exchange or NASDAQ; and

     (14) sales of accounts receivable, or participations therein, in connection with any Receivables Facility.

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          SECTION 1014. Limitations on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

          The Issuers shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

     (a) (1) pay dividends or make any other distributions to the Issuers or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or

     (2) pay any Indebtedness owed to the Issuers or any Restricted Subsidiary;

     (b) make loans or advances to the Issuers or any Restricted Subsidiary; or

     (c) sell, lease or transfer any of its properties or assets to the Issuers or any Restricted Subsidiary,

except (in each case) for such encumbrances or restrictions existing under or by reason of:

     (1) contractual encumbrances or restrictions in effect on the Issue Date;

     (2) this Second-Priority Indenture and the Second-Priority Notes and the Guarantees;

     (3) purchase money obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired;

     (4) applicable law or any applicable rule, regulation or order;

     (5) any agreement or other instrument of a Person acquired by the Issuers or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

     (6) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary that impose restrictions on the assets to be sold;

     (7) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 1011 and 1012 that limit the right of the debtor to dispose of assets securing such Indebtedness;

     (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

     (9) other Indebtedness, Disqualified Stock or preferred stock of Foreign Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to Section 1011 that impose restrictions solely on the Foreign Subsidiaries party thereto or their Subsidiaries;

     (10) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture;

     (11) customary provisions contained in leases, licenses and other agreements entered into in the ordinary course of business;

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     (12) any agreement or instrument (A) relating to any Indebtedness or preferred stock of a Restricted Subsidiary permitted to be Incurred subsequent to the Issue Date pursuant to the Section 1011 if the encumbrances and restrictions are not materially more disadvantageous to the Holders than is customary in comparable financings (as determined in good faith by the Company) and (B) either (x) the Company determines that such encumbrance or restriction shall not adversely affect the Issuers’ ability to make principal and interest payments on the Second-Priority Notes as and when they come due or (y) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness;

     (13) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Board of Directors of the Issuers, are necessary or advisable to effect such Receivables Facility; and

     (14) any encumbrances or restrictions of the type referred to in Section 1014 (a), (b) and (c) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in Sections 1014(c)(1) through (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers’ Board of Directors, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

          SECTION 1015. Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.

          (a) The Issuers shall not permit any Restricted Subsidiary that is not a Subsidiary Guarantor or a special-purpose Restricted Subsidiary formed in connection with Receivables Facilities, to guarantee the payment of any Indebtedness of the Issuers or any other Subsidiary Guarantor unless:

     (A) such Restricted Subsidiary executes and delivers within 10 business days supplemental indentures in the form of Exhibit D hereto providing for a guarantee of payment of the Second-Priority Notes by such Restricted Subsidiary, except if such Indebtedness is by its express terms subordinated in right of payment to the Second-Priority Notes or such Subsidiary Guarantor’s Guarantee of the Second-Priority Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Second-Priority Notes substantially to the same extent as such Indebtedness is subordinated in right of payment to the Second-Priority Notes;

     (B) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of subrogation in relation to the Holders in respect of any payment by such Restricted Subsidiary under its guarantee until payment in full of the Obligations under this Second-Priority Indenture; and

     (C) such Restricted Subsidiary shall deliver to the Second-Priority Trustee an Opinion of Counsel to the effect that:

     (1) such Guarantee of the Second-Priority Notes has been duly executed and authorized, and

     (2) such Guarantee of the Second-Priority Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity;

provided that this Section 1015(a) shall not be applicable to any guarantee of any Restricted Subsidiary:

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     (x) that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; or

     (y) of Senior Indebtedness and any refunding, refinancing or replacement thereof in each case to the extent it is not incurred pursuant to a syndicated loan, registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act.

          (b) Notwithstanding the foregoing and the other provisions of this Second-Priority Indenture, any Guarantee by a Restricted Subsidiary of the Second-Priority Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged upon:

     (A) any sale, exchange or transfer (by merger or otherwise) of Capital Stock following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary) or all or substantially all the assets of such Subsidiary Guarantor, which sale, exchange or transfer is made in compliance with the applicable provisions of this Second-Priority Indenture,

     (B) the release or discharge of the guarantee by such Restricted Subsidiary of all First-Priority Obligations and any other guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee,

     (C) if such Subsidiary Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Second-Priority Indenture, upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary, respectively; or

     (D) if the Issuers exercise their legal defeasance option or their covenant defeasance option as described under Article Thirteen hereof or if their obligations under this Second-Priority Indenture are discharged in accordance with the terms of this Second-Priority Indenture.

          SECTION 1016. Limitation on Activities of Finance Co and Spectrum Entities.

          (a) Notwithstanding anything to the contrary herein, no Spectrum Entity that is a Domestic Subsidiary shall conduct, transact or otherwise engage in any business or operations other than (i) its ownership or lease of Spectrum Assets or assets incidental and required with respect thereto or its ownership of Capital Stock of its Subsidiaries or Joint Ventures holding Spectrum Assets, (ii) the issuance of and performance of its obligations in respect of its Capital Stock, (iii) the payment of dividends permitted hereunder and taxes, (iv) performance of its obligations under this Second-Priority Indenture, Second-Priority Security Documents and the other agreements contemplated thereby, (v) action required by law to maintain its existence and (vi) activities incidental to its maintenance and continuance and to any of the foregoing activities.

          (b) Finance Co may not hold any material assets, become liable for any material obligations, engage in any trade or business, or conduct any business activity, other than (1) the issuance of its Equity Interests to the Company, (2) the incurrence of Indebtedness as a co-obligor or guarantor, as the case may be, of the Second-Priority Notes and any other Indebtedness that is permitted to be incurred by the Issuers under Section 1011; provided, however, that the net proceeds of such Indebtedness are not retained by the Finance Co, and (3) activities incidental thereto. Neither the Issuers nor any Restricted Subsidiary shall engage in any transactions with the Finance Co in violation of the immediately preceding sentence.

          SECTION 1017. Change of Control.

          (a) If a Change of Control occurs, the Issuers shall make an offer to purchase all of the Second-Priority Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of purchase, subject to the right of Holders of record on the relevant record

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date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuers shall send notice of such Change of Control Offer by first class mail, with a copy to the Second-Priority Trustee, to each Holder of Second-Priority Notes to the address of such Holder appearing in the Second-Priority Note Register with a copy to the Second-Priority Trustee or otherwise in accordance with the procedures of DTC, with the following information:

     (1) a Change of Control Offer is being made pursuant to this Section 1017 and that all Second-Priority Notes properly tendered pursuant to such Change of Control Offer shall be accepted for payment;

     (2) the purchase price and the purchase date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

     (3) any Second-Priority Note not properly tendered shall remain outstanding and continue to accrue interest;

     (4) unless the Issuers default in the payment of the Change of Control Payment, all Second-Priority Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on the Change of Control Payment Date;

     (5) Holders electing to have any Second-Priority Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Second-Priority Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Second-Priority Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day preceding the Change of Control Payment Date;

     (6) Holders shall be entitled to withdraw their tendered Second-Priority Notes and their election to require the Issuers to purchase such Second-Priority Notes; provided that the Paying Agent receives, not later than the close of business on the last day of the Change of Control Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the Second-Priority Notes, the principal amount of Second-Priority Notes tendered for purchase, and a statement that such Holder is withdrawing his tendered Second-Priority Notes and his election to have such Second-Priority Notes purchased;

     (7) if such notice is mailed prior to the occurrence of a Change of Control, stating the Change of Control Offer is conditional on the occurrence of such Change of Control; and

     (8) that Holders whose Second-Priority Notes are being purchased only in part shall be issued new Second-Priority Notes equal in principal amount to the unpurchased portion of the Second-Priority Notes surrendered, which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.

          (b) While the Second-Priority Notes are in global form and the Issuers make an offer to purchase all of the Second-Priority Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Second-Priority Notes through the facilities of DTC, subject to its rules and regulations.

          (c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Second-Priority Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Second-Priority Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.

          (d) The Issuers shall comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Second-Priority Notes pursuant to a Change of Control Offer. To the extent that

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the provisions of any securities laws or regulations conflict with the provisions of this Second-Priority Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Second-Priority Indenture by virtue thereof.

     (e) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law,

     (1) accept for payment all Second-Priority Notes or portions thereof properly tendered pursuant to the Change of Control Offer,

     (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Second-Priority Notes or portions thereof so tendered, and

     (3) deliver, or cause to be delivered, to the Second-Priority Trustee for cancellation the Second-Priority Notes so accepted together with an Officers’ Certificate stating that such Second-Priority Notes or portions thereof have been tendered to and purchased by the Issuers.

          (f) The Paying Agent shall promptly mail or deliver to each Holder of the Second-Priority Notes the Change of Control Payment for such Second-Priority Notes, and upon Issuer Order the Second-Priority Trustee shall promptly authenticate and mail to each Holder a new Second-Priority Note equal in principal amount to any unpurchased portion of the Second-Priority Notes surrendered, if any; provided that each such new Second-Priority Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

          SECTION 1018. Asset Sales.

          (a) The Issuers shall not, and shall not permit any Restricted Subsidiary to, cause or make an Asset Sale of any assets that do not constitute Spectrum Assets, unless:

     (1) the Issuers or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Company) of the assets sold or otherwise disposed of;

     (2) at least 75% of the consideration therefor received by the Issuers or such Restricted Subsidiary, as the case may be, is in the form of cash, Cash Equivalents or Replacement Assets or a combination of the foregoing; and

     (3) to the extent that any consideration received by the Issuers or a Restricted Subsidiary in such Asset Sale constitutes securities or other assets that are of a type or class that constitute Collateral, such securities or other assets, including the assets of any Person that becomes a Subsidiary Guarantor as a result of such transaction, are concurrently with their acquisition added to the Collateral securing the Second-Priority Notes in the manner and to the extent required in this Second-Priority Indenture or any of the Second-Priority Security Documents.

          Within 365 days after the Issuers’ or a Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale covered by this Section 1018(a), the Issuers or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale:

     (1) to repay First-Priority Obligations;

     (2) to make one or more offers to the Holders of the Second-Priority Notes (and, at the option of the Issuers, the holders of Permitted Additional Junior Lien Obligations) to purchase Second-Priority Notes (and such Permitted Additional Junior Lien Obligations) pursuant to and subject to the conditions contained in this Second-Priority Indenture (each, an “Asset Sale Offer”); provided, however, that if the Issuers or such Restricted Subsidiary shall so reduce any Permitted Additional Junior Lien Obligations,

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the Issuers shall make an offer to all Holders of Second-Priority Notes to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, the pro rata principal amount of the Second-Priority Notes, such offer to be conducted in accordance with the procedures set forth below for an Asset Sale Offer but without any further limitation in amount;

     (3) to an investment in (a) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock such that it constitutes a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other assets, in each of (a), (b) and (c), used or useful in a Similar Business;

     (4) to an investment in (a) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock such that it constitutes a Restricted Subsidiary, (b) properties or (c) other assets that, in each of (a), (b) and (c), replace the businesses, properties and assets that are the subject of such Asset Sale; or

     (5) to the extent such Net Proceeds are not from Asset Sales of Collateral, to permanently reduce Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Issuers, a Subsidiary Guarantor or another Restricted Subsidiary.

          Pending the final application of any Net Proceeds from Asset Sales in accordance with clauses (1) through (5) above, the Issuers and their Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise apply such Net Proceeds in any manner not prohibited by this Second-Priority Indenture. Any binding commitment to apply Net Proceeds to invest in accordance with clauses (3) or (4) above shall be treated as a permitted application of Net Proceeds so long as the Issuers or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds shall be applied to satisfy such commitment within 180 days of such commitment; provided that if such commitment is later canceled or terminated for any reason such Net Proceeds shall constitute “Excess Proceeds” (as defined below). Any Net Proceeds from the Asset Sales covered by this clause (a) that are not invested or applied as provided and within the time period set forth in the first sentence of the immediately preceding paragraph shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Issuers shall, make an Asset Sale Offer to all Holders of the Second-Priority Notes, and, at the Issuers’ option to the holders of any Permitted Additional Junior Lien Obligations, to purchase the maximum principal amount of Second-Priority Notes and such Permitted Additional Junior Lien Obligations, that are $2,000 or an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Second-Priority Indenture. The Issuers shall commence an Asset Sale Offer with respect to Excess Proceeds within ten business days after the date that Excess Proceeds exceeds $50.0 million by mailing the notice required pursuant to the terms of this Second-Priority Indenture, with a copy to the Second-Priority Trustee. To the extent that the aggregate amount of Second-Priority Notes and such Permitted Additional Junior Lien Obligations tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds (“Unutilized Excess Proceeds”) for any purpose not prohibited by the terms of this Second-Priority Indenture. If the aggregate principal amount of Second-Priority Notes or the Permitted Additional Junior Lien Obligations surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Second-Priority Trustee shall select the Second-Priority Notes and the applicable agent or Issuers shall select such Permitted Additional Junior Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Second-Priority Notes or such Permitted Additional Junior Lien Obligations tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. After the Issuers or any Restricted Subsidiary has applied the Net Proceeds from any Asset Sale of any Collateral as provided in, and within the time periods required by, this paragraph (a), any Unutilized Excess Proceeds shall be released by the Second-Priority Collateral Agent to the Issuers or such Restricted Subsidiary for use by the Issuers or such Restricted Subsidiary for any purpose not prohibited by the terms of this Second-Priority Indenture.

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          (b) The Issuers shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly consummate an Asset Sale of Spectrum Assets unless:

     (1) the Issuers or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Company) of the assets sold or otherwise disposed of;

     (2) 100% of the consideration therefor received by the Issuers or such Restricted Subsidiary, as the case may be, is in the form of cash, Cash Equivalents or Replacement Assets or a combination of the foregoing; and

     (3) to the extent that any consideration received by the Issuers and the Restricted Subsidiaries in such Asset Sale constitute Replacement Assets such Replacement Assets including the assets of any Person that becomes a Subsidiary Guarantor as a result of such transaction, are concurrently with their acquisition added to the Collateral securing the Second-Priority Notes in the manner and to the extent required in this Second-Priority Indenture or any of the Second-Priority Security Documents.

          Within five Business Days after any Asset Sale of Spectrum Assets, the Company may designate pursuant to an Officers’ Certificate all or a portion of the Net Proceeds therefrom for reinvestment in the form of Replacement Assets (such Net Proceeds, “Specified Net Proceeds”). Within 365 days after the Issuers’ or a Restricted Subsidiary’s receipt of Specified Net Proceeds, the Issuers or such Restricted Subsidiary may apply such Specified Net Proceeds to purchase Replacement Assets.

          Within 180 days after the Issuers’ or a Restricted Subsidiary’s receipt of Net Proceeds from an Asset Sale of Spectrum Assets that are not designated Specified Net Proceeds (“Non-Specified Net Proceeds”), the Issuers or such Restricted Subsidiary, at its option, may apply up to 25% of the Non-Specified Net Proceeds from such Asset Sale of Spectrum Assets:

     (1) to make an investment in (a) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other assets, in each of (a), (b) and (c), used or useful in a Similar Business; provided, further, that, to the extent such investment is of the type which would constitute Collateral under the Second-Priority Security Documents, such investment is concurrently added to the Collateral securing the Second-Priority Notes in the manner and to the extent required in this Second-Priority Indenture or any of the Second-Priority Security Documents;

     (2) to make an investment in (a) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties or (c) other assets that, in each of (a), (b) and (c), replace the businesses, properties and assets that are the subject of such Asset Sale; provided, further, that, to the extent such investment is of the type which would constitute Collateral under the Second-Priority Security Documents, such investment is concurrently added to the Collateral securing the Second-Priority Notes in the manner and to the extent required in this Second-Priority Indenture or any of the Second-Priority Security Documents; and/or

     (3) to repay First-Priority Obligations.

          The remainder of the Non-Specified Net Proceeds from an Asset Sale of Spectrum Assets covered by this Section 1018(b) may be applied, at the option of the Issuers or such Restricted Subsidiary, to purchase Replacement Assets within 180 days after the receipt by the Issuers or such Restricted Subsidiary of the Non-Specified Net Proceeds from such Asset Sale of Spectrum Assets.

          Any Net Proceeds from Asset Sales of Spectrum Assets covered by this Section 1018(b) that are not invested or applied as provided and within the time period set forth above shall be deemed to constitute “Excess Spectrum Assets Proceeds.” The Issuers may use Net Proceeds from Asset Sales of Spectrum Assets covered by this

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clause (b) at any time to, to and when the aggregate amount of Excess Spectrum Assets Proceeds exceeds $50.0 million the Issuers shall, make an offer to all Holders of the Second-Priority Notes, and, at the Issuers’ option, to the holders of any Permitted Additional Junior Lien Obligations (a “Spectrum Assets Asset Sale Offer”), to purchase the maximum principal amount of Second-Priority Notes and such Permitted Additional Junior Lien Obligations, that is $2,000 or an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Spectrum Assets Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Second-Priority Indenture. The Issuers shall commence a Spectrum Assets Asset Sale Offer with respect to Excess Spectrum Assets Proceeds within ten business days after the date that Excess Spectrum Assets Proceeds exceeds $50.0 million by mailing the notice required pursuant to the terms of this Second-Priority Indenture, with a copy to the Second-Priority Trustee. To the extent that the aggregate amount of Second-Priority Notes and such Permitted Additional Junior Lien Obligations tendered pursuant to a Spectrum Assets Asset Sale Offer is less than the Excess Spectrum Assets Proceeds, the Issuers may use any remaining Excess Spectrum Assets Proceeds (which shall also constitute “Unutilized Spectrum Assets Excess Proceeds”) for any purpose not prohibited by the terms of this Second-Priority Indenture. If the aggregate principal amount of Second-Priority Notes or the Permitted Additional Junior Lien Obligations surrendered by such holders thereof exceeds the amount of Excess Spectrum Assets Proceeds, the Second-Priority Trustee shall select the Second-Priority Notes and the applicable agent or Issuers shall select such Permitted Additional Junior Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Second-Priority Notes or such Permitted Additional Junior Lien Obligations tendered. Upon completion of any such Spectrum Assets Asset Sale Offer, the amount of Excess Spectrum Assets Proceeds shall be reset at zero. After the Issuers or any Restricted Subsidiary has applied the Net Proceeds from any Asset Sale of Spectrum Assets as provided in, and within the time periods required by, this clause (b), any Unutilized Spectrum Assets Excess Proceeds shall be released by the Second-Priority Collateral Agent to the Issuers or such Restricted Subsidiary for use by the Issuers or such Restricted Subsidiary for any purpose not prohibited by this Second-Priority Indenture.

          (c) For purposes of Section 1018(a) and (b), (i) any liabilities (other than Permitted Additional Junior Lien Obligations and Indebtedness the repayment of which would constitute a Restricted Payment) (as shown on the Issuers’, or such Restricted Subsidiary’s, most recent balance sheet or in the Second-Priority Notes thereto) of the Issuers or any Restricted Subsidiary that are assumed by the transferee of any such assets and for which the Issuers and all Restricted Subsidiaries have been validly released by all creditors in writing; and (ii) any securities or other obligations received by the Issuers, a Subsidiary Guarantor or such Restricted Subsidiary from such transferee that are converted by the Issuers or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of such Asset Sale shall be deemed to be cash or Cash Equivalents.

          (d) In addition for purposes of Section 1018(a), any Designated Noncash Consideration received by the Issuers or any Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed $200.0 million, with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents.

          (e) The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Second-Priority Notes pursuant to an Asset Sale Offer or Spectrum Assets Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Second-Priority Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Second-Priority Indenture by virtue thereof.

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          SECTION 1019. [RESERVED].

          SECTION 1020. Further Assurances and After-Acquired Property.

          (a) To the extent required under this Second-Priority Indenture or any of the Second-Priority Security Documents, the Issuers and the Subsidiary Guarantors shall execute any and all further documents, financing statements, agreements and instruments, and take all further action that may be required under applicable law, or that the Second-Priority Collateral Agent may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests and Liens created or intended to be created by the Second-Priority Security Documents in the Collateral. In addition, to the extent required under this Second-Priority Indenture or any of the Second-Priority Security Documents, from time to time, the Issuers shall promptly secure the obligations under this Second-Priority Indenture, Second-Priority Security Documents and Intercreditor Agreement by pledging or creating, or causing to be pledged or created, perfected security interests and Liens with respect to the Collateral perfected to the extent required by the Second-Priority Security Documents. Such security interests and Liens shall be created under the Second-Priority Security Documents and other security agreements and other instruments and documents in form and substance reasonably satisfactory to the Second-Priority Trustee, and the Issuers shall deliver or cause to be delivered to Second-Priority Trustee all such instruments and documents (including certificates, legal opinions, title insurance policies and lien searches) as the Second-Priority Trustee shall reasonably request to evidence compliance with this covenant. The Issuers agree to provide such evidence as the Second-Priority Trustee shall reasonably request as to the perfection (to the extent required by the Second-Priority Security Documents) and priority status of each such security interest and Lien.

          (b) In furtherance of the foregoing, promptly following the acquisition by the Issuers or any Subsidiary Guarantor of any After-Acquired Property, to the extent such After-Acquired Property is of the type which would constitute Collateral under the Second-Priority Security Documents, the Issuers or such Subsidiary Guarantor shall execute and deliver such deeds of trust, security instruments, financing statements and certificates and opinions of counsel as shall be reasonably necessary to cause such After-Acquired Property to be made subject to the Lien under the Second-Priority Security Documents in the manner and to the extent required by this Second-Priority Indenture or any of the Second-Priority Security Documents and shall take all necessary action so that such Lien is perfected to the extent required by the Second-Priority Security Documents to vest in the Second-Priority Collateral Agent a perfected security interest in such After-Acquired Property and to have such After-Acquired Property added to the Collateral and thereupon all provisions of this Second-Priority Indenture and the Second-Priority Security Documents relating to the Collateral shall be deemed to relate to such After-Acquired Property to the same extent and with the same force and effect.

          SECTION 1021. Information Regarding Collateral.

          (a) The Issuers shall furnish to the Second-Priority Collateral Agent, with respect to the Issuers or any Subsidiary Guarantor, promptly (and in any event within 30 days of such change) written notice of any change in such Person’s (i) name, (ii) jurisdiction of organization or formation, (iii) identity or corporate structure or (iv) Organizational Identification Number. The Issuers and the Subsidiary Guarantors shall agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in the Second-Priority Security Documents in order for the Collateral to be made subject to the Lien of the Second-Priority Collateral Agent under the Second-Priority Security Documents in the manner and to the extent required by the Second-Priority Indenture or any of the Second-Priority Security Documents and shall take all necessary action so that such Lien is perfected with the same priority as immediately prior to such change to the extent required by the Second-Priority Security Documents. The Issuers also agree promptly to notify the Second-Priority Collateral Agent if any material portion of the Collateral is damaged, destroyed or condemned.

          (b) Each year, within 120 days after the end of the preceding fiscal year, the Issuers shall deliver to the Second-Priority Trustee a certificate of a financial officer setting forth the information required pursuant to the schedules required by the Second-Priority Security Documents or confirming that there has been no change in such information since the date of the prior annual financial statements.

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          SECTION 1022. Impairment of Security Interest.

          Subject to the rights of the holders of Permitted Liens, the Company shall not, and shall not permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission would reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for the benefit of Secured Parties, subject to limited exceptions. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Second-Priority Security Documents in any way that would be adverse to the Holders of the Second-Priority Notes in any material respect, except as permitted by Article Nine or Fourteen, the Second-Priority Security Documents or the Intercreditor Agreement.

          SECTION 1023. Limitation on Lines of Business.

          The Issuers shall not, and shall not permit any Restricted Subsidiary to, engage in any business other than a Similar Business.

          SECTION 1024. Future Subsidiary Guarantors.

          The Issuers shall cause each Spectrum Entity that is a wholly-owned Domestic Subsidiary that is formed or acquired following the Issue Date to execute and deliver to the Second-Priority Trustee a supplemental indenture pursuant to which such domestic wholly-owned Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Second-Priority Notes on a senior secured basis and all other obligations under this Second-Priority Indenture.

          Each Restricted Subsidiary that becomes a Subsidiary Guarantor on or after the Issue Date shall also become a party to the applicable Second-Priority Security Documents and shall as promptly as practicable execute and deliver such security instruments, financing statements and certificates and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date (but no greater scope)) as may be necessary to vest in the Second-Priority Collateral Agent a second-priority security interest (subject to Permitted Liens or Permitted Spectrum Liens in the case of Spectrum Assets) in the manner and to the extent set forth in the Second-Priority Security Documents and this Second-Priority Indenture in properties and assets of the type constituting Collateral as security for the Second-Priority Notes or the Guarantees, and thereupon all provisions of this Second-Priority Indenture relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect.

          SECTION 1025. Suspension of Certain Covenants.

          (a) During any period of time that: (i) the Second-Priority Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Second-Priority Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Issuers and the Restricted Subsidiaries shall not be subject to 1010, 1011, 1013, 1014, 1015, 1016, 1024 hereof, and clause (4) of Section 801 hereof (the “Suspended Covenants”).

          (b) In the event that the Issuers and the Restricted Subsidiaries are not subject to the Suspended Covenants under this Second-Priority Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Second-Priority Notes below an Investment Grade Rating then the Issuers and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Second-Priority Indenture. The period of time between the Covenant Suspension Event and the Reversion Date is referred to herein as the “Suspension Period”.

          (c) On each Reversion Date, all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified as having been incurred or issued pursuant to Section 1011(a) or one of the clauses set forth in Section 1011(b) (to the extent such Indebtedness or Disqualified Stock or preferred stock would be permitted to be incurred or issued thereunder as of the Reversion Date and after

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giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or preferred stock would not be so permitted to be incurred or issued pursuant to the Section 1011(a) or Section 1011(b), such Indebtedness or Disqualified Stock or preferred stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 1011(b)(2). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 1010 will be made as though Section 1010 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the Section 1010(b). As described above, however, no Default or Event of Default will be deemed to have occurred as a result of the Reversion Date occurring on the basis of any actions taken or the continuance of any circumstances resulting from actions taken or the performance of obligations under agreements entered into by the Issuers or any of the Restricted Subsidiaries during the Suspension Period (other than agreements to take actions after the Reversion Date that would not be permitted outside of the Suspension Period entered into in contemplation of the Reversion Date). For purposes of Section 1018, on the Reversion Date, the unutilized Excess Proceeds and the Excess Spectrum Asset Proceeds amounts will be reset to zero.

          (d) During the Suspension Period no Restricted Subsidiary may be designated as an Unrestricted Subsidiary.

          (e) The Issuers shall deliver promptly to the Second-Priority Trustee an Officer’s Certificate notifying it of any Covenant Suspension Event or Reversion Date, under this Section 1025.

ARTICLE ELEVEN

REDEMPTION OF NOTES

          SECTION 1101. Right of Redemption.

          (a) Except as set forth below, the Second-Priority Notes are not redeemable at the Issuers’ option until December 1, 2014. From and after December 1, 2014, the Issuers may redeem the Second-Priority Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first class mail, postage prepaid, with a copy to the Second-Priority Trustee, to each Holder of Second-Priority Notes to the address of such Holder appearing in the Second-Priority Note Register at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on December 1 of each of the years indicated below:

Year	Percentage
2014		106.000	%
2015		103.000	%
2016 and thereafter		100.000	%

          (b) In addition to the optional redemption of the Second-Priority Notes in accordance with the provisions of the preceding paragraph, at any time, prior to December 1, 2013 the Issuers may, at their option, redeem up to 35% of the aggregate principal amount of Second-Priority Notes issued under this Second-Priority Indenture at a redemption price equal to 112.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to but excluding the Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date, with the net proceeds of one or more Equity Offerings of the Company or any direct or indirect parent of the Company to the extent such net proceeds are contributed to the Company; provided that at least 65% of the aggregate principal amount of Second-Priority Notes originally issued under this Second-Priority Indenture remains outstanding immediately after the

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occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering.

          (c) At any time prior to the final maturity date of the Second-Priority Notes, the Issuers may also redeem all or a part of the Second-Priority Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, with a copy to the Second-Priority Trustee, at a redemption price equal to 100% of the principal amount of Second-Priority Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding the Redemption Date, subject to the rights of Holders of Second-Priority Notes on the relevant record date to receive interest due on the relevant Interest Payment Date.

          (d) The Second-Priority Trustee shall select the Second-Priority Notes to be purchased in accordance with Section 1104.

          (e) Notice of redemption upon any Equity Offering or in connection with a transaction (or series of related transactions) that constitute a Change of Control may, at the Issuers’ option and discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering or Change of Control, as the case may be.

          SECTION 1102. Applicability of Article.

          Redemption of Second-Priority Notes at the election of the Issuers or otherwise, as permitted or required by any provision of this Second-Priority Indenture, shall be made in accordance with such provision and this Article.

          SECTION 1103. Election to Redeem; Notice to Second-Priority Trustee.

          The election of the Issuers to redeem any Second-Priority Notes pursuant to Section 1101 above shall be evidenced by a Board Resolution. In case of any redemption at the election of the Issuers, the Issuers shall, at least 45 days prior to the Redemption Date fixed by the Issuers (unless a shorter notice shall be satisfactory to the Second-Priority Trustee), notify the Second-Priority Trustee of such Redemption Date and of the principal amount of Second-Priority Notes to be redeemed and shall deliver to the Second-Priority Trustee such documentation and records as shall enable the Second-Priority Trustee to select the Second-Priority Notes to be redeemed pursuant to Section 1104.

          SECTION 1104. Selection by Second-Priority Trustee of Second-Priority Notes to Be Redeemed.

          If less than all of the Second-Priority Notes or such Permitted Additional Junior Lien Obligations are to be redeemed at any time, selection of such Second-Priority Notes for redemption, shall be made by the Second-Priority Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Second-Priority Notes are listed, or, if such Second-Priority Notes are not so listed, on a pro rata basis or by lot or such similar method in accordance with the procedures of DTC; provided that no Second-Priority Notes of $2,000 or less shall be purchased or redeemed in part.

          Notices of purchase or redemption shall be mailed by first class mail, postage prepaid, at least 30 but not more than 60 days before the purchase or redemption date to each Holder of Second-Priority Notes to be purchased or redeemed at such Holder’s registered address. If any Second-Priority Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such Second-Priority Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed.

          A new Second-Priority Note in principal amount equal to the unpurchased or unredeemed portion of any Second-Priority Note purchased or redeemed in part shall be issued in the name of the Holder thereof upon cancellation of the original Second-Priority Note. On and after the purchase or redemption date, unless the Issuers default in payment of the purchase or redemption price, interest shall cease to accrue on Second-Priority Notes or portions thereof purchased or called for redemption.

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          SECTION 1105. Notice of Redemption.

          Notice of redemption shall be given in the manner provided for in Section 106 not less than 30 nor more than 45 days prior to the Redemption Date, to each Holder to be redeemed. Except as set forth in Section 1101(e), notices of redemption may not be conditional.

          All notices of redemption shall state:

     (1) the Redemption Date,

     (2) the Redemption Price and the amount of accrued interest to the Redemption Date payable as provided in Section 1107, if any,

     (3) if less than all Outstanding Second-Priority Notes are to be redeemed, the identification (and, in the case of a partial redemption, the principal amounts) of the particular Second-Priority Notes to be redeemed,

     (4) in case any Second-Priority Note is to be redeemed in part only, the notice which relates to such Second-Priority Note shall state that on and after the Redemption Date, upon surrender of such Second-Priority Note, the holder will receive, without charge, a new Second-Priority Note or Second-Priority Notes of authorized denominations for the principal amount thereof remaining unredeemed,

     (5) that on the Redemption Date the Redemption Price (and accrued interest, if any, to the Redemption Date payable as provided in Section 1107) will become due and payable upon each such Second-Priority Note, or the portion thereof, to be redeemed, and that interest thereon will cease to accrue on and after said date,

     (6) the place or places where such Second-Priority Notes are to be surrendered for payment of the Redemption Price and accrued interest, if any,

     (7) the name and address of the Paying Agent,

     (8) that Second-Priority Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price,

     (9) the CUSIP number, and that no representation is made as to the accuracy or correctness of the CUSIP number, if any, listed in such notice or printed on the Second-Priority Notes,

     (10) the paragraph of the Second-Priority Notes pursuant to which the Second-Priority Notes are to be redeemed; and

     (11) any condition to such redemption.

          Notice of redemption of Second-Priority Notes to be redeemed at the election of the Issuers shall be given by the Issuers or, at the Issuers’ request, by the Second-Priority Trustee in the name and at the expense of and in the form provided by, the Issuers; provided, however, that in all cases, the text of such notice of redemption shall be prepared by the Issuers.

          SECTION 1106. Deposit of Redemption Price.

          Prior to any Redemption Date, the Issuers shall deposit with the Second-Priority Trustee or with a Paying Agent (or, if the Issuers are acting as their own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and accrued interest, if any, on, all the Second-Priority Notes which are to be redeemed on that date.

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          SECTION 1107. Second-Priority Notes Payable on Redemption Date.

          Notice of redemption having been given as aforesaid, the Second-Priority Notes so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified (together with accrued interest, if any, to the Redemption Date)(except as provided in Section 1101(e)), and from and after such date (unless the Issuers shall default in the payment of the Redemption Price and accrued interest) such Second-Priority Notes shall cease to bear interest. Upon surrender of any such Second-Priority Note for redemption in accordance with said notice, such Second-Priority Note shall be paid by the Issuers at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Second-Priority Notes, or one or more Predecessor Second-Priority Notes, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.

          If any Second-Priority Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate borne by the Second-Priority Notes.

          SECTION 1108. Second-Priority Notes Redeemed in Part.

          Any Second-Priority Note which is to be redeemed only in part (pursuant to the provisions of this Article) shall be surrendered at the office or agency of the Issuers maintained for such purpose pursuant to Section 1002 (with, if the Issuers or the Second-Priority Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuers and the Second-Priority Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Issuers shall execute, and the Second-Priority Trustee shall authenticate and deliver to the Holder of such Second-Priority Note without service charge, a new Second-Priority Note or Second-Priority Notes, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Second-Priority Note so surrendered.

ARTICLE TWELVE

GUARANTEES

          SECTION 1201. Guarantees.

          Each Subsidiary Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees the Second-Priority Notes and obligations of the Issuers hereunder and thereunder, and guarantees to each Holder of a Second-Priority Note authenticated and delivered by the Second-Priority Trustee, and to the Second-Priority Trustee on behalf of such Holder, that: (a) the principal of (and premium, if any) and interest on the Second-Priority Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuers to the Holders, Second-Priority Collateral Agent or the Second-Priority Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Second-Priority Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (a) and (b) above, to the limitation set forth in Section 1205 hereof.

          Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Second-Priority Notes or this Second-Priority Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor.

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          Each Subsidiary Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Subsidiary Guarantor shall not be discharged as to any Second-Priority Note except by complete performance of the obligations contained in such Second-Priority Note, this Second-Priority Indenture and such Guarantee. Each Subsidiary Guarantor acknowledges that the Guarantee is a guarantee of payment and not of collection. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Second-Priority Note, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Second-Priority Trustee on behalf of, or by, the Holder of such Second-Priority Note, subject to the terms and conditions set forth in this Second-Priority Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor’s Guarantee without first proceeding against the Issuers or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Second-Priority Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Second-Priority Notes, to collect interest on the Second-Priority Notes, or to enforce or exercise any other right or remedy with respect to the Second-Priority Notes, such Subsidiary Guarantor shall pay to the Second-Priority Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Second-Priority Trustee or any of the Holders.

          If any Holder or the Second-Priority Trustee is required by any court or otherwise to return to the Issuers or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or any Subsidiary Guarantor, any amount paid by any of them to the Second-Priority Trustee or such Holder, the Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Second-Priority Trustee on the other hand, (x) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Subsidiary Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Guarantee of such Subsidiary Guarantor.

          Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Second-Priority Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Second-Priority Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Second-Priority Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

          SECTION 1202. Severability.

          In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

          SECTION 1203. Restricted Subsidiaries.

               (a) The Issuers shall cause any Restricted Subsidiary required to guarantee payment of the Second-Priority Notes pursuant to the terms and provisions of Section 1015 to (i) execute and deliver to the Second-Priority Trustee any amendment or supplement to this Second-Priority Indenture in accordance with the provisions of Article Nine of this Second-Priority Indenture pursuant to which such Restricted

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Subsidiary shall guarantee all of the obligations on the Second-Priority Notes, whether for principal, premium, if any, interest (including interest accruing after the filing of, or which would have accrued but for the filing of, a petition by or against the Issuers under Bankruptcy Law, whether or not such interest is allowed as a claim after such filing in any proceeding under such law) and other amounts due in connection therewith (including any fees, expenses and indemnities), on a senior secured basis, (ii) deliver to such Second-Priority Trustee an Opinion of Counsel reasonably satisfactory to such Second-Priority Trustee to the effect that such amendment or supplement has been duly executed and delivered by such Restricted Subsidiary and is in compliance with the terms of this Second-Priority Indenture and (iii) execute and deliver a supplement or such comparable documentation to become a Grantor to the Second-Priority Security Agreement and the other Second-Priority Security Documents and to take all actions to cause the Lien created by the Second-Priority Security Documents to be duly perfected to the extent required by such agreement. Upon the execution of any such amendment or supplement, the obligations of the Subsidiary Guarantors and any such Restricted Subsidiary under their respective Guarantees shall become joint and several and each reference to the “Subsidiary Guarantor” in this Second-Priority Indenture shall, subject to Section 1208, be deemed to refer to all Subsidiary Guarantors, including such Restricted Subsidiary. Such Guarantee shall be released in accordance with Section 803 and Section 1015(b).

          SECTION 1204. Ranking of Guarantee.

          The Guarantee issued by any Subsidiary Guarantor shall be a senior obligation of such Subsidiary Guarantor and will be secured by a first-priority lien on the Collateral owned by such Subsidiary Guarantor. The Guarantees shall: (a) rank equally in right of payment with all existing and future Senior Indebtedness of the Subsidiary Guarantor, (b) be senior in right of payment to all existing and future Subordinated Indebtedness of each Subsidiary Guarantor, and (c) be structurally subordinated to Indebtedness and other liabilities of Subsidiaries of such Subsidiary Guarantor that do not Guarantee the Second-Priority Notes.

          SECTION 1205. Limitation of Subsidiary Guarantors’ Liability.

          Each Subsidiary Guarantor and by its acceptance hereof each Holder confirms that it is the intention of all such parties that the guarantee by each such Subsidiary Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Holders and each such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Guarantee or pursuant to this Section 1205, result in the obligations of such Subsidiary Guarantor under its Guarantee constituting such fraudulent transfer or conveyance.

          SECTION 1206. Contribution.

          In order to provide for just and equitable contribution among the Subsidiary Guarantors, the Subsidiary Guarantors agree, inter se, that in the event any payment or distribution is made by any Subsidiary Guarantor (a “Funding Subsidiary Guarantor”) under a Guarantee, such Funding Subsidiary Guarantor shall be entitled to a contribution from all other Subsidiary Guarantors in a pro rata amount based on the Adjusted Net Assets (as defined below) of each Subsidiary Guarantor (including the Funding Subsidiary Guarantor) for all payments, damages and expenses incurred by that Funding Subsidiary Guarantor in discharging the Issuers’ obligations with respect to the Second-Priority Notes or any other Subsidiary Guarantor’s obligations with respect to the Guarantee of such Subsidiary Guarantor. “Adjusted Net Assets” of such Subsidiary Guarantor at any date shall mean the lesser of (x) the amount by which the fair value of the property of such Subsidiary Guarantor exceeds the total amount of liabilities, including, without limitation, contingent liabilities (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), but excluding liabilities under the Guarantee of such Subsidiary Guarantor at such date and (y) the amount by which the present fair salable value of the assets of such Subsidiary Guarantor at such date exceeds the amount that will be required to pay the probable liability of such Subsidiary Guarantor on its

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debts (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), excluding debt in respect of the Guarantee of such Subsidiary Guarantor, as they become absolute and matured.

          SECTION 1207. Subrogation.

          Each Subsidiary Guarantor shall be subrogated to all rights of Holders against the Issuers in respect of any amounts paid by any Subsidiary Guarantor pursuant to the provisions of Section 1201; provided, however, that, if an Event of Default has occurred and is continuing, no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under this Second-Priority Indenture or the Second-Priority Notes shall have been paid in full.

          SECTION 1208. Reinstatement.

          Each Subsidiary Guarantor hereby agrees (and each Person who becomes a Subsidiary Guarantor shall agree) that the Guarantee provided for in Section 1201 shall continue to be effective or be reinstated, as the case may be, if at any time, payment, or any part thereof, of any obligations or interest thereon is rescinded or must otherwise be restored by a Holder to the Issuers upon the bankruptcy or insolvency of the Issuers or any Subsidiary Guarantor.

          SECTION 1209. Release of a Subsidiary Guarantor.

          Concurrently with the discharge of the Second-Priority Notes under Section 401, the Legal Defeasance of the Second-Priority Notes under Section 1302 hereof, or the Covenant Defeasance of the Second-Priority Notes under Section 1303 hereof, the Subsidiary Guarantors shall be released from all their obligations under their Guarantees under this Article Twelve. Any Subsidiary Guarantor shall be released from all its obligations under its Guarantee in accordance with Section 803 and Section 1015(b).

          SECTION 1210. Benefits Acknowledged.

          Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Second-Priority Indenture and from its guarantee and waivers pursuant to its Guarantees under this Article Twelve.

ARTICLE THIRTEEN

DEFEASANCE AND COVENANT DEFEASANCE

          SECTION 1301. Issuers’ Option to Effect Legal Defeasance or Covenant Defeasance.

          The Issuers may, at its option by Board Resolution, at any time, with respect to the Second-Priority Notes, elect to have either Section 1302 or Section 1303 be applied to all Outstanding Second-Priority Notes upon compliance with the conditions set forth below in this Article Thirteen.

          SECTION 1302. Legal Defeasance and Discharge.

          Upon the Issuers’ exercise under Section 1301 of the option applicable to this Section 1302, each of the Issuers and the Subsidiary Guarantors shall be deemed to have been discharged from its respective obligations with respect to all Outstanding Second-Priority Notes on the date the conditions set forth in Section 1304 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that each of the Issuers and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Second-Priority Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1305 and the other Sections of this Second-Priority Indenture referred to in (A) and (B) below, and to have satisfied all its other obligations under such Second-Priority Notes and this Second-Priority Indenture insofar as such Second-Priority Notes are concerned (and the Second-Priority Trustee, at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise

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terminated or discharged hereunder: (A) the rights of Holders of Outstanding Second-Priority Notes to receive payments in respect of the principal of (and premium, if any, on) and interest on such Second-Priority Notes when such payments are due, solely out of the trust described in Section 1304, (B) the Issuers’ obligations with respect to such Second-Priority Notes under Sections 304, 305, 306, 1002 and 1003, (C) the rights, powers, trusts, duties, indemnities and immunities of the Second-Priority Trustee and Second-Priority Collateral Agent hereunder, and the obligations of each of the Issuers’ and the Subsidiary Guarantors’ obligations in connection therewith and (D) this Article Thirteen. Subject to compliance with this Article Thirteen, the Issuers may exercise their option under this Section 1302 notwithstanding the prior exercise of its option under Section 1303 with respect to the Second-Priority Notes.

          SECTION 1303. Covenant Defeasance.

          Upon the Issuers’ exercise under Section 1301 of the option applicable to this Section 1303, each of the Issuers and the Subsidiary Guarantors shall be released from its respective obligations under any covenant contained in Sections 801, 802 and in Sections 1005, 1006, 1007, 1009 through 1022 with respect to the Outstanding Second-Priority Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Second-Priority Notes shall thereafter be deemed not to be “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such Covenant Defeasance means that, with respect to the Outstanding Second-Priority Notes, the Issuers or any Subsidiary Guarantor, as applicable, may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Sections 501(3), 501(4), 501(5) and 501(7) and, with respect to only any Significant Subsidiary and not the Issuers, Section 501(6), but, except as specified above, the remainder of this Second-Priority Indenture and such Second-Priority Notes shall be unaffected thereby.

          SECTION 1304. Conditions to Legal Defeasance or Covenant Defeasance.

          The following shall be the conditions to application of either Section 1302 or Section 1303 to the Outstanding Second-Priority Notes:

     (1) The Issuers shall irrevocably have deposited or caused to be deposited with the Second-Priority Trustee (or another trustee satisfying the requirements of Section 608 who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders of such Second-Priority Notes; (A) cash in U.S. dollars, or (B) non-callable Government Securities, or (C) a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Second-Priority Trustee, to pay and discharge, and which shall be applied by the Second-Priority Trustee (or other qualifying trustee) to pay and discharge, the principal of (and premium, if any) and interest on the Outstanding Second-Priority Notes on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any or, interest due on the Second-Priority Notes; provided that the Second-Priority Trustee shall have been irrevocably instructed to apply such cash or the proceeds of such Government Securities to said payments with respect to the Second-Priority Notes. Before such a deposit, the Issuers may give to the Second-Priority Trustee, in accordance with Section 1103 hereof, a notice of their election to redeem all of the Outstanding Second-Priority Notes at a future date in accordance with Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing;

     (2) in the case of Legal Defeasance, the Issuers shall have delivered to the Second-Priority Trustee an Opinion of Counsel in the United States reasonably acceptable to the Second-Priority Trustee confirming that, subject to customary assumptions and exclusions,

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     (A) the Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or

     (B) since the issuance of the Second-Priority Notes, there has been a change in the applicable U.S. Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders of the Outstanding Second-Priority Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

     (3) in the case of Covenant Defeasance, the Issuers shall have delivered to the Second-Priority Trustee an Opinion of Counsel in the United States reasonably acceptable to the Second-Priority Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Outstanding Second-Priority Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

     (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

     (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default (other than that resulting from borrowing funds to be applied to make such deposit) under any other material agreement or instrument (other than this Second-Priority Indenture) to which, the Issuers or any Subsidiary Guarantor is a party or by which the Issuers or any Subsidiary Guarantor is bound;

     (6) the Issuers shall have delivered to the Second-Priority Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally under any applicable U.S. Federal or state law;

     (7) the Issuers shall have delivered to the Second-Priority Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or any Subsidiary Guarantor or others; and

     (8) the Issuers shall have delivered to the Second-Priority Trustee an Officers’ Certificate and an Opinion of Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

          SECTION 1305. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

          Subject to the provisions of the last paragraph of Section 1003, all cash and Government Securities (including the proceeds thereof) deposited with the Second-Priority Trustee (or other qualifying trustee, collectively for purposes of this Section 1305, the “Second-Priority Trustee”) pursuant to Section 1304 in respect of the Outstanding Second-Priority Notes shall be held in trust and applied by the Second-Priority Trustee, in accordance with the provisions of such Second-Priority Notes and this Second-Priority Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as their own Paying Agent) as the Second-Priority Trustee may determine, to the Holders of such Second-Priority Notes of all sums due and to become due thereon in respect

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of principal (and premium, if any) and interest, but such money or Government Securities need not be segregated from other funds except to the extent required by law.

          The Issuers shall pay and indemnify the Second-Priority Trustee against any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Second-Priority Notes.

          Anything in this Article Thirteen to the contrary notwithstanding, the Second-Priority Trustee shall deliver or pay to the Issuers from time to time upon Issuer Request any money or Government Securities held by it as provided in Section 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Second-Priority Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance, as applicable, in accordance with this Article.

          SECTION 1306. Reinstatement.

          If the Second-Priority Trustee or any Paying Agent is unable to apply any money or Government Securities in accordance with Section 1305 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuers’ and each Subsidiary Guarantor’s obligations under this Second-Priority Indenture and the Outstanding Second-Priority Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 1302 or 1303, as the case may be, until such time as the Second-Priority Trustee or Paying Agent is permitted to apply all such money or Government Securities in accordance with Section 1305; provided, however, that if the Issuers makes any payment of principal of (or premium, if any) or interest on any Second-Priority Note following the reinstatement of their obligations, the Issuers shall be subrogated to the rights of the Holders of such Second-Priority Notes to receive such payment from the money or Government Securities held by the Second-Priority Trustee or Paying Agent.

ARTICLE FOURTEEN

SECURITY

          SECTION 1401. Collateral and Second-Priority Security Documents.

          (a) The due and punctual payment of the principal of and interest on the Second-Priority Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the Second-Priority Notes and performance of all other obligations of the Issuers and the Subsidiary Guarantors to the Holders, the Second-Priority Trustee or the Second-Priority Collateral Agent under this Second-Priority Indenture, the Second-Priority Notes and the Second-Priority Security Documents and Permitted Additional Junior Lien Obligations, according to the terms hereunder or thereunder, shall be secured as provided in the Second-Priority Security Documents, which define the terms of the Liens that secure the obligations. The Second-Priority Trustee and the Issuers hereby acknowledge and agree that the Second-Priority Collateral Agent holds the Collateral in trust for the benefit of the Secured Parties, in each case pursuant to the terms of the Second-Priority Security Documents. Each Holder, by accepting a Second-Priority Note, consents and agrees to the terms of the Second-Priority Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and this Second-Priority Indenture, and authorizes and directs the Second-Priority Collateral Agent to enter into the Second-Priority Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith; provided, however, that if any of the provisions of the Second-Priority Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. The Issuers shall deliver to the Second-Priority Collateral Agent copies of all documents pursuant to the Second-Priority Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 1401, to assure and confirm to the Second-Priority Collateral Agent the security interest in the Collateral

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contemplated hereby, by the Second-Priority Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Second-Priority Indenture and of the Second-Priority Notes secured hereby, according to the intent and purposes herein expressed. The Issuers shall, and shall cause the Subsidiaries of the Issuers to, use its commercially reasonable efforts to take any and all actions reasonably required to cause the Second-Priority Security Documents to create and maintain, as security for the Obligations and Permitted Additional Junior Lien Obligations, a valid and enforceable perfected (to the extent required by the Second-Priority Security Documents) Lien and security interest in and on all of the Collateral, in favor of the Second-Priority Collateral Agent for the benefit of the Secured Parties. The Issuers shall, and shall cause the Subsidiary Guarantors of the Issuers to, and each Subsidiary Guarantor shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) and take all other actions as are necessary or required by the Second-Priority Security Documents to maintain (at the sole cost and expense of the Issuers and the Subsidiary Guarantors) the security interest created by the Second-Priority Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Second-Priority Security Documents) as a perfected security interest and subject only to Permitted Liens.

          SECTION 1402. Recordings and Opinions.

          (a) To the extent applicable, the Issuers will cause TIA § 313(b), relating to reports, to be complied with. The Issuer shall not be required to comply with TIA § 314.

          (b) Any release of Collateral permitted by Section 1403 hereof will be deemed not to impair the Liens under this Second-Priority Indenture, the Second-Priority Security Agreement and the other Second-Priority Security Documents in contravention thereof.

          SECTION 1403. Release of Collateral.

          Subject to Sections 1402(b) and 1404 hereof, the Liens on the Collateral securing the Second-Priority Notes will automatically and without the need for any further action by any Person be released:

          (1) in whole or in part, as applicable, as to all or any portion of property subject to such Liens which has been taken by eminent domain, condemnation or other similar circumstances;

          (2) in whole upon:

               (A) satisfaction and discharge of this Second-Priority Indenture as set forth below under Article 4; or

               (B) a legal defeasance or covenant defeasance of this Second-Priority Indenture as described above under Article 13;

(3) in part, as to any property that (a) is sold, transferred or otherwise disposed of by the Issuers or any Subsidiary Guarantor (other than to the Issuers or another Subsidiary Guarantor) in a transaction not prohibited by this Second-Priority Indenture at the time of such sale, transfer or disposition or (b) is owned or at any time acquired by a Subsidiary Guarantor that has been released from its Subsidiary Guarantee in accordance with this Second-Priority Indenture, concurrently with the release of such Subsidiary Guarantee in each case as certified by an Officer’s Certificate;

(4) in part, as to any Collateral of a Restricted Subsidiary that is designated as an Unrestricted Subsidiary in a transaction or other circumstance that complies with the provisions of this Second-Priority Indenture and other relevant provisions of any other Secured Debt Documents, at the time such Restricted Subsidiary is designated as an Unrestricted Subsidiary;

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(4) upon the Discharge of First-Priority Obligations and concurrent release of all other Liens on such property or assets securing First-Priority Obligations; provided, however, that if the Issuers or any Subsidiary Guarantor subsequently incurs First-Priority Obligations that are secured by Liens on property or assets of the Issuers or any Subsidiary Guarantor of the type constituting the Collateral and the related Liens are incurred in reliance on clauses (25) or (30) of the definition of “Permitted Liens” or reliance on clause (18) of the definition of “Permitted Liens” to refinance Liens incurred in reliance on clauses (25) or (30) of the definition of “Permitted Liens,” then the Issuers and their Restricted Subsidiaries will be required to reinstitute the security arrangements with respect to the Collateral in favor of the Second-Priority Notes, which, in the case of any such subsequent First-Priority Obligations, will be second-priority Liens on the Collateral securing such First-Priority Obligations to the same extent provided by the Second Lien Security Documents and on the terms and conditions of the security documents relating to such First-Priority Obligations, with the second-priority Lien held either by the administrative agent, collateral agent or other representative for such First-Priority Obligations or by a collateral agent or other representative designated by the Issuers to hold the second-priority Liens for the benefit of the Holders of the Second-Priority Notes and subject to an intercreditor agreement that provides the administrative agent or collateral agent substantially the same rights and powers as afforded under the Intercreditor Agreement; and

(5) in part, in accordance with the applicable provisions of the Second-Priority Security Documents.

          If an Event of Default under the Second-Priority Indenture exists on the date of Discharge of First-Priority Obligations, the second-priority Liens on the Collateral securing the Second-Priority Notes will not be released, except to the extent the Collateral or any portion thereof was disposed of in order to repay the First-Priority Obligations secured by the Collateral, and thereafter the Second-Priority Collateral Agent (or another designated representative acting at the direction of the Holders of a majority of outstanding principal amount of the Second-Priority Notes and other Permitted Additional Junior Lien Obligations) will have the right to direct the First-Priority Collateral Agent to foreclose upon the Collateral (but in such event, the Liens on the Collateral securing the second lien notes will be released when such Event of Default and all other Events of Default under the Second-Priority Indenture cease to exist).

          SECTION 1404. [RESERVED]

          SECTION 1405. Suits to Protect the Collateral.

          Subject to the provisions of Article Six hereof and the Second-Priority Security Documents, the Second-Priority Trustee in its sole discretion and without the consent of the Holders, on behalf of the Holders, may, and upon direction of a majority of Holders shall, direct the Second-Priority Collateral Agent to take all actions it deems necessary or appropriate in order to:

          (a) enforce any of the terms of the Second-Priority Security Documents; and

          (b) collect and receive any and all amounts payable in respect of the obligations hereunder.

          Subject to the provisions of the Second-Priority Security Documents, the Second-Priority Trustee shall have power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of any of the Second-Priority Security Documents or this Second-Priority Indenture, and such suits and proceedings as the Second-Priority Trustee, in its sole discretion, may deem expedient to preserve or protect its interests and the interests of the Holders in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the Lien on the Collateral or

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be prejudicial to the interests of the Holders or the Second-Priority Trustee). Nothing in this Section 1405 shall be considered to impose any such duty or obligation to act on the part of the Second-Priority Trustee.

          SECTION 1406. Authorization of Receipt of Funds by the Second-Priority Trustee Under the Second-Priority Security Documents.

          Subject to the provisions of an Intercreditor Agreement, the Second-Priority Trustee is authorized to receive any funds for the benefit of the Holders distributed under the Second-Priority Security Documents, and to make further distributions of such funds to the Holders according to the provisions of this Second-Priority Indenture.

          SECTION 1407. Purchase Protected.

          In no event shall any purchaser in good faith of any property purported to be released hereunder be bound to ascertain the authority of the Second-Priority Collateral Agent or the Second-Priority Trustee to execute the release or to inquire as to the satisfaction of any conditions required by the provisions hereof for the exercise of such authority or to see to the application of any consideration given by such purchaser or other transferee; nor shall any purchaser or other transferee of any property or rights permitted by this Article Fourteen to be sold be under any obligation to ascertain or inquire into the authority of the Issuers or the applicable Subsidiary Guarantor to make any such sale or other transfer.

          SECTION 1408. Powers Exercisable by Receiver or Second-Priority Trustee.

          In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article Fourteen upon the Issuers or a Subsidiary Guarantor with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Issuers or a Subsidiary Guarantor or of any officer or officers thereof required by the provisions of this Article Fourteen; and if the Second-Priority Trustee shall be in the possession of the Collateral under any provision of this Second-Priority Indenture, then such powers may be exercised by the Second-Priority Trustee.

          SECTION 1409. Release upon Termination of the Issuers’ Obligations.

          In the event that the Issuers deliver to the Second-Priority Trustee, in form and substance reasonably acceptable to it, an Officers’ Certificate certifying that (i) payment in full of the principal of, together with accrued and unpaid interest (including additional interest, if any) on, the Second-Priority Notes and all other Obligations under this Second-Priority Indenture, the Guarantees and the Second-Priority Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid or (ii) the Issuers shall have exercised their Legal Defeasance option or its Covenant Defeasance option, in each case in compliance with the provisions of Article Thirteen, the Second-Priority Trustee shall deliver to the Issuers and the Second-Priority Collateral Agent a notice stating that the Second-Priority Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral (other than with respect to funds held by the Second-Priority Trustee pursuant to Article Thirteen), and any rights it has under the Second-Priority Security Documents, and upon receipt by the Second-Priority Collateral Agent of such notice, the Second-Priority Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Second-Priority Trustee and shall do or cause to be done all acts reasonably necessary to release such Lien as soon as is reasonably practicable.

          SECTION 1410. Second-Priority Collateral Agent.

          (a) The Second-Priority Trustee and each of the Holders by acceptance of the Second-Priority Notes hereby designates and appoints the Second-Priority Collateral Agent as its agent under this Second-Priority Indenture, the Second-Priority Security Agreement and the Second-Priority Security Documents and the Second-Priority Trustee and each of the Holders by acceptance of the Second-Priority Notes hereby irrevocably authorizes the Second-Priority Collateral Agent to take such action on its behalf under the provisions of this Second-Priority Indenture, the Second-Priority Security Agreement and the Second-Priority Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Second-Priority Collateral Agent by the

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terms of this Second-Priority Indenture, the Second-Priority Security Agreement and the Second-Priority Security Documents, together with such powers as are reasonably incidental thereto. The Second-Priority Collateral Agent agrees to act as such on the express conditions contained in this Section 1410. The provisions of this Section 1410 are solely for the benefit of the Second-Priority Collateral Agent and none of the Second-Priority Trustee, any of the Holders nor the Issuers or any of the Subsidiary Guarantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 1403. Notwithstanding any provision to the contrary contained elsewhere in this Second-Priority Indenture, the Second-Priority Security Agreement and the Second-Priority Security Documents, the Second-Priority Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Second-Priority Collateral Agent have or be deemed to have any fiduciary relationship with the Second-Priority Trustee, any Holder or the Issuers or any Subsidiary Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Second-Priority Indenture, the Security Agreement and the Second-Priority Security Documents or otherwise exist against the Second-Priority Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Second-Priority Indenture with reference to the Second-Priority Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Second-Priority Indenture, the Second-Priority Collateral Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Second-Priority Collateral Agent is expressly entitled to take or assert under this Second-Priority Indenture, the Second-Priority Security Agreement and the Second-Priority Security Documents, including the exercise of remedies pursuant to Article Five, and any action so taken or not taken shall be deemed consented to by the Second-Priority Trustee and the Holders.

          (b) The Second-Priority Collateral Agent may execute any of its duties under this Second-Priority Indenture or the Second-Priority Security Documents by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Second-Priority Collateral Agent shall not be responsible for the negligence or misconduct of any agent, employee or attorney-in-fact that it selects as long as such selection was made with due care.

          (c) None of the Second-Priority Collateral Agent or any of its agents or employees shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Second-Priority Indenture or the transactions contemplated hereby (except for its own gross negligence or willful misconduct) or under or in connection with the Second-Priority Security Agreement or any Second-Priority Security Document or the transactions contemplated thereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to the Second-Priority Trustee or any Holder or any other Person for any recital, statement, representation, warranty, covenant or agreement made by the Issuers or any Subsidiary Guarantor, contained in this or any other indenture, or in any certificate, report, statement or other document referred to or provided for in, or received by the Second-Priority Collateral Agent under or in connection with, this or any other indenture, the Second-Priority Security Agreement or the Second-Priority Security Documents, or the validity, effectiveness, genuineness, enforceability or sufficiency of this or any other Second-Priority Indenture, the Second-Priority Security Agreement or the Second-Priority Security Documents, or for any failure of the Issuers or any Subsidiary Guarantor or any other party to this Second-Priority Indenture, the Second-Priority Security Agreement or the Second-Priority Security Documents to perform its obligations hereunder or thereunder. None of the Second-Priority Collateral Agent or any of its agents or employees shall be under any obligation to the Second-Priority Trustee or any Holder or any other Person to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this or any other Second-Priority Indenture, the Second-Priority Security Agreement or the Second-Priority Security Documents or to inspect the properties, books or records of the Issuers or any Subsidiary Guarantor.

          (d) The Second-Priority Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the Issuers or any Subsidiary Guarantor), independent accountants and other

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experts and advisors selected by the Second-Priority Collateral Agent. The Second-Priority Collateral Agent shall be fully justified in failing or refusing to take any action under this Second-Priority Indenture or any other indenture or the Second-Priority Security Documents unless it shall first receive such advice or concurrence of the Second-Priority Trustee as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Holders or the Applicable Authorized Representative against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Second-Priority Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Second-Priority Indenture or any other indenture or the Second-Priority Security Documents in accordance with a request or consent of the Second-Priority Trustee or the Applicable Authorized Representative and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders or any other Person.

          (e) The Second-Priority Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Second-Priority Collateral Agent shall have received written notice from the Second-Priority Trustee or the Issuers referring to this Second-Priority Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default.” The Second-Priority Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Second-Priority Trustee in accordance with Article Five (subject to Section 1410); provided, however, that unless and until the Second-Priority Collateral Agent has received any such request, the Second-Priority Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

          (f) Wilmington Trust FSB and its Affiliates (and any successor Second-Priority Collateral Agent and its Affiliates) may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with the Issuers and the Subsidiary Guarantors as though it was not the Second-Priority Collateral Agent hereunder and without notice to or consent of the Second-Priority Trustee. The Second-Priority Trustee and the Holders acknowledge that, pursuant to such activities, Wilmington Trust FSB or its Affiliates (and any successor Second-Priority Collateral Agent and its Affiliates) may receive information regarding the Issuers and the Subsidiary Guarantors (including information that may be subject to confidentiality obligations in favor of the Issuers and the Subsidiary Guarantors) and acknowledge that the Second-Priority Collateral Agent shall not be under any obligation to provide such information to the Second-Priority Trustee or the Holders. Nothing herein shall impose or imply any obligation on the part of Wilmington Trust FSB (or any successor Second-Priority Collateral Agent) to advance funds.

          (g) The Second-Priority Collateral Agent may resign at any time upon thirty (30) days prior written notice to the Second-Priority Trustee and the Issuers, such resignation to be effective upon the acceptance of a successor agent to its appointment as Second-Priority Collateral Agent. If the Second-Priority Collateral Agent resigns under this Second-Priority Indenture, the Second-Priority Trustee, subject to the consent of the Issuers (which shall not be unreasonably withheld and which shall not be required during a continuing Event of Default), shall appoint a successor Second-Priority Collateral Agent. If no successor collateral agent is appointed prior to the intended effective date of the resignation of the Second-Priority Collateral Agent (as stated in the notice of resignation), the Second-Priority Collateral Agent may appoint, after consulting with the Second-Priority Trustee, subject to the consent of the Issuers (which shall not be unreasonably withheld and which shall not be required during a continuing Event of Default), a successor collateral agent. If no successor collateral agent is appointed and consented to by the Issuers pursuant to the preceding sentence within thirty (30) days after the intended effective date of resignation (as stated in the notice of resignation) the Second-Priority Collateral Agent shall be entitled to petition at the expense of the Issuers a court of competent jurisdiction to appoint a successor. Upon the acceptance of its appointment as successor collateral agent hereunder, such successor collateral agent shall succeed to all the rights, powers and duties of the retiring Second-Priority Collateral Agent, and the term “Second-Priority Collateral Agent” shall mean such successor collateral agent, and the retiring Second-Priority Collateral Agent’s appointment, powers and duties as the Second-Priority Collateral Agent shall be terminated. After the retiring Second-Priority Collateral Agent’s resignation hereunder, the provisions of this Section 1410 (and Section 1411) shall continue to inure to its benefit and the retiring Second-Priority Collateral Agent shall not by reason of such resignation be deemed to be released from liability as to any actions taken or omitted to be taken by it while it was the Second-Priority Collateral Agent under this Second-Priority Indenture.

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          (h) The Second-Priority Trustee shall initially act as Second-Priority Collateral Agent and shall be authorized to appoint co-Second-Priority Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in the Second-Priority Security Documents, neither the Second-Priority Collateral Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Second-Priority Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Second-Priority Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct, gross negligence or bad faith.

          (i) The Second-Priority Trustee, as such and as Second-Priority Collateral Agent, is authorized and directed to (i) enter into the Second-Priority Security Agreement and the Second-Priority Security Documents, (ii) enter into an Intercreditor Agreement dated as of the Issue Date, (iii) bind the Holders on the terms as set forth in the Second-Priority Security Agreement, and the Second-Priority Security Documents and the Intercreditor Agreement and (iv) perform and observe its obligations under the Second-Priority Security Agreement and the Second-Priority Security Documents and the Intercreditor Agreement.

          (j) The Second-Priority Trustee agrees that it shall not (and shall not be obliged to), and shall not instruct the Second-Priority Collateral Agent to, unless specifically requested to do so by a majority of the Holders, take or cause to be taken any action to enforce its rights under this Second-Priority Indenture or against the Issuers and the Subsidiary Guarantors, including the commencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral.

          If at any time or times the Second-Priority Trustee shall receive (i) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any payments with respect to the Obligations arising under, or relating to, this Second-Priority Indenture, except for any such proceeds or payments received by the Second-Priority Trustee from the Second-Priority Collateral Agent pursuant to the terms of this Second-Priority Indenture, or (ii) payments from the Second-Priority Collateral Agent in excess of the amount required to be paid to the Second-Priority Trustee pursuant to Article Five, the Second-Priority Trustee shall promptly turn the same over to the Second-Priority Collateral Agent, in kind, and with such endorsements as may be required to negotiate the same to the Second-Priority Collateral Agent.

          (k) Should the Second-Priority Trustee obtain possession of any such Collateral, upon request from the Issuers, the Second-Priority Trustee shall notify the Second-Priority Collateral Agent thereof, and, promptly upon the Second-Priority Collateral Agent’s request therefor, shall deliver such Collateral to the Second-Priority Collateral Agent or otherwise deal with such Collateral in accordance with the Second-Priority Collateral Agent’s instructions.

          (l) The Second-Priority Collateral Agent shall have no obligation whatsoever to the Second-Priority Trustee or any of the Holders or any other Person to assure that the Collateral exists or is owned by the Issuers and the Subsidiary Guarantors or is cared for, protected or insured or has been encumbered, or that the Second-Priority Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Grantor’s property constituting collateral intended to be subject to the Lien and security interest of the Second-Priority Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Second-Priority Collateral Agent pursuant to this Second-Priority Indenture or any Second-Priority Security Document, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Second-Priority Collateral Agent may act in any manner it may deem appropriate, in its sole discretion given the Second-Priority Collateral Agent’s own interest in the Collateral, and that the Second-Priority Collateral Agent shall have no other duty or liability whatsoever to the Second-Priority Trustee or any Holder or any other Person as to any of the foregoing.

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          (m) No provision of this Second-Priority Indenture, the Second-Priority Security Agreement or any Second-Priority Security Document shall require the Second-Priority Collateral Agent (or the Second-Priority Trustee) to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or to take or omit to take any action hereunder or thereunder or take any action at the request or direction of Holders (or the Second-Priority Trustee in the case of the Second-Priority Collateral Agent) if it shall have reasonable grounds for believing that repayment of such funds is not assured to it.

          (n) The Second-Priority Collateral Agent (i) shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers, or for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Second-Priority Collateral Agent was grossly negligent in ascertaining the pertinent facts, (ii) shall not be liable for interest on any money received by it except as the Second-Priority Collateral Agent may agree in writing with the Issuers (and money held in trust by the Second-Priority Collateral Agent need not be segregated from other funds except to the extent required by law), and (iii) may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it in good faith and in accordance with the advice or opinion of such counsel. The grant of permissive rights or powers to the Second-Priority Collateral Agent shall not be construed to impose duties to act.

          (o) Notwithstanding anything to the contrary herein, the obligations of the Issuers and Subsidiary Guarantors owing to the Second-Priority Collateral Agent shall remain in full force and effect and all of the Second-Priority Collateral Agent’s rights, protections, indemnities and immunities granted hereunder shall survive the satisfaction and discharge of the Second-Priority Indenture so long as the Second-Priority Security Agreement to which the Second-Priority Collateral Agent is a party remains effective and outstanding.

          (p) The Second-Priority Collateral Agent is hereby directed to open and maintain at such times and in such manner as may be administratively beneficial or as required under the terms of this Second-Priority Indenture or other Second-Priority Note Document and such other collateral accounts, to be held in trust for the benefit of the Second-Priority Collateral Agent on behalf of the Secured Parties, as may be required to fulfill its obligations under the Second-Priority Note Documents.

          SECTION 1411. Compensation and Indemnification.

          The Second-Priority Collateral Agent shall be entitled to the compensation, reimbursement of expenses, disbursements and advances, and indemnification set forth in Section 607 (with the references to the Second-Priority Trustee therein being deemed to refer to the Second-Priority Collateral Agent).

          SECTION 1412. Security Agreement and Other Second-Priority Security Documents.

          The Second-Priority Trustee and Second-Priority Collateral Agent are each hereby directed and authorized to execute and deliver the Second-Priority Security Agreement and any other Second-Priority Security Documents or Intercreditor Agreement in which it is named as a party. It is hereby expressly acknowledged and agreed that, in doing so, the Second-Priority Trustee and the Second-Priority Collateral Agent are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under or pursuant to the Second-Priority Security Agreement, any other Second-Priority Security Documents or any Intercreditor Agreement, the Second-Priority Trustee and Second-Priority Collateral Agent each shall have all of the rights, immunities, indemnities and other protections granted to it under this Second-Priority Indenture (in addition to those that may be granted to it under the terms of such other agreement or agreements).

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ARTICLE FIFTEEN

RANKING OF NOTE LIENS

          SECTION 1501. Relative Rights.

          Nothing in this Second-Priority Indenture or any Intercreditor Agreement will:

          (a) impair, as between the Issuers and Holders, the obligation of the Issuers, which is absolute and unconditional, to pay principal of, premium and interest on such Second-Priority Notes in accordance with their terms or to perform any other obligation of the Issuers or any Subsidiary Guarantor under this Second-Priority Indenture, the Second-Priority Notes, the Guarantees and any Second-Priority Security Documents;

          (b) restrict the right of any Holder to sue for payments that are then due and owing, in a manner not inconsistent with the provisions of an Intercreditor Agreement;

          (c) prevent the Second-Priority Trustee or any Holder from exercising against the Issuers or any Subsidiary Guarantor any of its other available remedies upon a Default or Event of Default; or

          (d) restrict the right of the Second-Priority Trustee or any Holder:

          (i) to file and prosecute a petition seeking an order for relief in an involuntary bankruptcy case as to the Issuers or any Subsidiary Guarantor or otherwise to commence, or seek relief commencing, any Insolvency or Liquidation Proceeding involuntarily against the Issuers or any Subsidiary Guarantor;

          (ii) to make, support or oppose any request for an order for dismissal, abstention or conversion in any Insolvency or Liquidation Proceeding;

          (iii) to make, support or oppose, in any Insolvency or Liquidation Proceeding, any request for an order extending or terminating any period during which the debtor (or any other Person) has the exclusive right to propose a plan of reorganization or other dispositive restructuring or liquidation plan therein;

          (iv) to seek the creation of, or appointment to, any official committee representing creditors (or certain of the creditors) in any Insolvency or Liquidation Proceeding and, if appointed, to serve and act as a member of such committee without being in any respect restricted or bound by, or liable for, any of the obligations under this Article Fifteen;

          (v) to seek or object to the appointment of any professional person to serve in any capacity in any Insolvency or Liquidation Proceeding or to support or object to any request for compensation made by any professional person or others therein;

          (vi) to make, support or oppose any request for order appointing a trustee or examiner in any Insolvency or Liquidation Proceeding; or

          (vii) otherwise to make, support or oppose any request for relief in any Insolvency or Liquidation Proceeding that it is permitted by law to make, support or oppose:

               (x) as if it were a holder of unsecured claims; or

               (y) as to any matter relating to any plan of reorganization or other restructuring or liquidation plan or as to any matter relating to the administration of the estate or the

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     disposition of the case or proceeding (in each case set forth in this clause (vii) except as set forth in an Intercreditor Agreement).

ARTICLE SIXTEEN

SUBORDINATION

          SECTION 1601. Agreement to Subordinate.

          The Issuers agree, and each Holder by accepting a Second-Priority Note agrees, that the payment of all Obligations owing in respect of the Second-Priority Notes is subordinated in right of payment, to the extent and in the manner provided in this Article 16, to the prior payment in full of all existing and future Designated First Lien Indebtedness of the Issuers and that the subordination is for the benefit of and enforceable by the holders of such Designated First Lien Indebtedness. The Second-Priority Notes shall in all respects rank pari passu in right of payment with all existing and future Senior Indebtedness of the Issuers, and will be senior in right of payment to all existing and future Subordinated Indebtedness of the Issuers. All provisions of this Article 16 shall be subject to Section 1609 and 1612.

          SECTION 1602. Liquidation, Dissolution, Bankruptcy.

          Upon any payment or distribution of the assets of any Issuer to creditors upon a total or partial liquidation or a total or partial dissolution of any Issuer or in a reorganization of or similar proceeding relating to any Issuer or such Issuer’s property:

     (i) the holders of Designated First Lien Indebtedness of the Issuers shall be entitled to receive payment in full in cash of such Designated First Lien Indebtedness before Holders shall be entitled to receive any payment;

     (ii) until the Designated First Lien Indebtedness of the Issuers is paid in full in cash, any payment or distribution to which Holders would be entitled but for the subordination provisions of this Indenture shall be made to holders of such Designated First Lien Indebtedness as their interests may appear, except that Holders may receive Permitted Junior Securities; and

     (iii) if a distribution is made to Holders that due to the subordination provisions of Article 16 or 17, should not have been made to them, such Holders are required to hold it in trust for the holders of Designated First Lien Indebtedness of the Issuers and pay it over to them as their interests may appear.

          SECTION 1603. Default on Designated First Lien Indebtedness of the Issuers

          The Issuers shall not pay principal of, premium, if any, or interest on the Second-Priority Notes (or pay any other Obligations relating to the Second-Priority Notes, including fees, costs, expenses, indemnities and rescission or damage claims) or make any deposit pursuant to Article 4 or Article 13 hereof and may not purchase, redeem or otherwise retire any Second-Priority Notes (collectively, “pay the Second-Priority Notes”) (except in the form of Permitted Junior Securities) if either of the following occurs (a “Payment Default”):

     (i) any Obligation on any Designated First Lien Indebtedness of the Issuers is not paid in full in cash when due (after giving effect to any applicable grace period); or

     (ii) any other default on Designated First Lien Indebtedness of the Issuers occurs and the maturity of such Designated First Lien Indebtedness is accelerated in accordance with its terms;

          unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated First Lien Indebtedness has been paid in full in cash; provided, however, that the Issuers shall be entitled to pay the Second-Priority Notes without regard to the foregoing if the Issuers and the Sec-

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ond-Priority Trustee receive written notice approving such payment from the Representative of all Designated First Lien Indebtedness with respect to which the Payment Default has occurred and is continuing.

          During the continuance of any default (other than a Payment Default) (a “Non-Payment Default”) with respect to any Designated First Lien Indebtedness of the Issuers pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Issuers shall not pay the Second-Priority Notes (except in the form of Permitted Junior Securities) for a period (a “Payment Blockage Period”) commencing upon the receipt by the Second-Priority Trustee (with a copy to the Issuers) of written notice (a “Blockage Notice”) of such Non-Payment Default from the Representative of such Designated First Lien Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter. The Payment Blockage Period shall end earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Issuers from the Person or Persons who gave such Blockage Notice; (ii) because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or (iii) because such Designated First Lien Indebtedness has been discharged or repaid in full in cash.

          Notwithstanding the provisions described in the immediately preceding two sentences (but subject to the provisions contained in the first sentence of this Section 1603 and Section 1602 hereof), unless the holders of such Designated First Lien Indebtedness or the Representative of such Designated First Lien Indebtedness shall have accelerated the maturity of such Designated First Lien Indebtedness or a Payment Default has occurred and is continuing, the Issuers shall be entitled to resume paying the Second-Priority Notes after the end of such Payment Blockage Period. The Second-Priority Notes shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period irrespective of the number of defaults with respect to Designated First Lien Indebtedness of the Issuers during such period. However, in no event shall the total number of days during which any Payment Blockage Period or Periods on the Second-Priority Notes is in effect exceed 179 days in the aggregate during any consecutive 360-day period, and there must be at least 181 days during any consecutive 360-day period during which no Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no default that existed or was continuing on the date of delivery of any Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Blockage Notice unless such default shall have been waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of a Blockage Notice, that, in either case, would give rise to a Non-Payment Default pursuant to any provisions under which a Non-Payment Default previously existed or was continuing shall constitute a new Non-Payment Default for this purpose).

          SECTION 1604. Acceleration of Payment of Second-Priority Notes

          If payment of the Second-Priority Notes is accelerated because of an Event of Default, the Issuers shall promptly notify the holders of Designated First Lien Indebtedness of the Issuers or the Representative of such Designated First Lien Indebtedness of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on the provisions of this Article 16. If any Designated First Lien Indebtedness of the Issuers is outstanding, the Issuers may not pay the Second-Priority Notes until five Business Days after the Representatives of all the issuers of such Designated First Lien Indebtedness receive notice of such acceleration and, thereafter, may pay the Second-Priority Notes only if this Indenture otherwise permits payment at that time.

          SECTION 1605. When Distribution Must Be Paid Over

          If a distribution is made to Holders that, due to the subordination provisions, should not have been made to them, such Holders are required to hold it in trust for the holders of Designated First Lien Indebtedness of the Issuers and pay it over to them as their interests may appear.

          SECTION 1606. Subrogation

          After all Designated First Lien Indebtedness of the Issuers is paid in full and until the Second-Priority Notes are paid in full, Holders shall be subrogated to the rights of holders of such Designated First Lien Indebtedness to receive distributions applicable to such Designated First Lien Indebtedness. A distribution made

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under this Article 16 to holders of such Designated First Lien Indebtedness which otherwise would have been made to Holders is not, as between the Issuers and Holders, a payment by the Issuers on such Designated First Lien Indebtedness.

          SECTION 1607. Relative Rights

          This Article 16 defines the relative rights of Holders and holders of Designated First Lien Indebtedness of the Issuers. Nothing in this Indenture shall:

     (i) impair, as between the Issuers and Holders, the obligation of the Issuers, which is absolute and unconditional, to pay principal of and interest on the Second-Priority Notes in accordance with their terms;

     (ii) prevent the Second-Priority Trustee or any Holder from exercising its available remedies upon a Default, subject to the rights of holders of Designated First Lien Indebtedness of the Issuers to receive payments or distributions otherwise payable to Holders and such other rights of such holders of Designated First Lien Indebtedness as set forth herein; or

     (iii) affect the relative rights of Holders and creditors of the Issuers other than their rights in relation to holders of Designated First Lien Indebtedness.

          SECTION 1608. Subordination May Not Be Impaired by Issuers

          No right of any holder of Designated First Lien Indebtedness of the Issuers to enforce the subordination of the Indebtedness evidenced by the Second-Priority Notes shall be impaired by any act or failure to act by the Issuers or by its failure to comply with this Indenture.

          SECTION 1609. Rights of Second-Priority Trustee and Paying Agent

          Notwithstanding Section 1603 hereof, the Second-Priority Trustee or any Paying Agent may continue to make payments on the Second-Priority Notes and shall not be charged with knowledge of the existence of facts that would prohibit the making of any payments unless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Second-Priority Trustee receives notice satisfactory to him that payments may not be made under this Article 16. The Issuers, the Second-Priority Note Registrar, the paying agent, a Representative or a holder of Designated First Lien Indebtedness of the Issuers shall be entitled to give the notice; provided, however, that, if an issue of Designated First Lien Indebtedness of the Issuers has a Representative, only such Representative shall be entitled to give the notice.

          The Second-Priority Trustee in its individual or any other capacity shall be entitled to hold Designated First Lien Indebtedness of the Issuers with the same rights it would have if it were not Second-Priority Trustee. The Second-Priority Note Registrar and the Paying Agent shall be entitled to do the same with like rights. The Second-Priority Trustee shall be entitled to all the rights set forth in this Article 16 with respect to any Designated First Lien Indebtedness of the Issuers which may at any time be held by it, to the same extent as any other holder of such Designated First Lien Indebtedness; and nothing in Article 6 shall deprive the Second-Priority Trustee of any of its rights as such holder. Nothing in this Article 16 shall apply to claims of, or payments to, the Second-Priority Trustee or the Second-Priority Collateral Agent on account of fees, expenses, indemnities or other amounts payable or reimbursable under or pursuant to Sections 607 or 1411 hereof or any other Section of this Indenture.

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          SECTION 1610. Distribution or Notice to Representative Whenever a distribution is to be made or a notice given to holders of Designated First Lien Indebtedness of the Issuers, the distribution may be made and the notice given to their Representative (if any).

          SECTION 1611. Article 16 Not To Prevent Events of Default or Limit Right To Accelerate The failure to make a payment pursuant to the Second-Priority Notes by reason of any provision in this Article 16 shall not be construed as preventing the occurrence of a Default. Nothing in this Article 16 shall have any effect on the right of the Holders or the Second-Priority Trustee to accelerate the maturity of the Second-Priority Notes.

          SECTION 1612. Trust Moneys Not Subordinated Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Securities held in trust by the Second-Priority Trustee for the payment of principal of and interest on the Second-Priority Notes pursuant to Article 4 or Article 13 hereof shall not be subordinated to the prior payment of any Designated First Lien Indebtedness of the Issuers or subject to the restrictions set forth in this Article 16, and none of the Holders shall be obligated to pay over any such amount to the Issuers or any holder of Designated First Lien Indebtedness of the Issuers or any other creditor of the Issuers, provided that the subordination provisions of this Article 16 were not violated at the time the applicable amounts were deposited in trust pursuant to Article 4 or Article 13 hereof, as the case may be.

          SECTION 1613. Trustee Entitled To Rely Upon any payment or distribution pursuant to this Article 16, the Second-Priority Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 1602 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Second-Priority Trustee or to the Holders or (c) upon the Representatives of Designated First Lien Indebtedness of the Issuers for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Designated First Lien Indebtedness and other Indebtedness of the Issuers, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 16. In the event that the Second-Priority Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Designated First Lien Indebtedness of the Issuers to participate in any payment or distribution pursuant to this Article 16, the Second-Priority Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Second-Priority Trustee as to the amount of such Designated First Lien Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 16, and, if such evidence is not furnished, the Second-Priority Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 601 and 603 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 16.

          SECTION 1614. Trustee To Effectuate Subordination A Holder by its acceptance of a Second-Priority Note agrees to be bound by this Article 16 and authorizes and expressly directs the Second-Priority Trustee, on his behalf, to take such action as may be necessary or appropriate to effectuate the subordination between the Holders and the holders of Designated First Lien Indebtedness of the Issuers as provided in this Article 16 and appoints the Second-Priority Trustee as attorney-in-fact for any and all such purposes.

          SECTION 1615. Trustee Not Fiduciary for Holders of Designated First Lien Indebtedness of the Issuers The Second-Priority Trustee shall not be deemed to owe any fiduciary duty to the holders of Designated First Lien Indebtedness of the Issuers and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or the Issuers or any other Person, money or assets to which any holders of Designated First Lien Indebtedness of the Issuers shall be entitled by virtue of this Article 16 or otherwise.

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          SECTION 1616. Reliance by Holders of Designated First Lien Indebtedness of the Issuers on Subordination Provisions Each Holder by accepting a Second-Priority Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Designated First Lien Indebtedness of the Issuers, whether such Designated First Lien Indebtedness was created or acquired before or after the issuance of the Second-Priority Notes, to acquire and continue to hold, or to continue to hold, such Designated First Lien Indebtedness and such holder of such Designated First Lien Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, Designated First Lien Indebtedness.

          Without in any way limiting the generality of the foregoing paragraph, the holders of Designated First Lien Indebtedness of the Issuers may, at any time and from time to time, without the consent of or notice to the Second-Priority Trustee or the Holders, without incurring responsibility to the Second-Priority Trustee or the Holders and without impairing or releasing the subordination provided in this Article 16 or the obligations hereunder of the Holders to the holders of Designated First Lien Indebtedness of the Issuers, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Designated First Lien Indebtedness of the Issuers, or otherwise amend or supplement in any manner Designated First Lien Indebtedness of the Issuers, or any instrument evidencing the same or any agreement under which Designated First Lien Indebtedness of the Issuers is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Designated First Lien Indebtedness of the Issuers; (iii) release any Person liable in any manner for the payment or collection of Designated First Lien Indebtedness of the Issuers; and (iv) exercise or refrain from exercising any rights against the Issuers and any other Person.

ARTICLE SEVENTEEN

SUBORDINATION OF GUARANTEES

          SECTION 1701. Agreement To Subordinate .

          Each Subsidiary Guarantor agrees, and each Holder by accepting a Second-Priority Note agrees, that the obligations of such Subsidiary Guarantor under its Guarantee are subordinated in right of payment, to the extent and in the manner provided in this Article 17, to the prior payment in full of all existing and future Designated First Lien Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Designated First Lien Indebtedness. A Subsidiary Guarantor’s obligations under its Guarantee shall in all respects rank pari passu in right of payment with all existing and future Senior Indebtedness of such Subsidiary Guarantor, and will be senior in right of payment to all existing and future Subordinated Indebtedness of such Subsidiary Guarantor, as applicable. All provisions of this Article 17 shall be subject to Sections 1709 and 1712.

          SECTION 1702. Liquidation, Dissolution, Bankruptcy .

          Upon any payment or distribution of the assets of a Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a reorganization of or similar proceeding relating to such Subsidiary Guarantor or such Subsidiary Guarantor’s property:

     (i) the holders of Designated First Lien Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Designated First Lien Indebtedness before Holders shall be entitled to receive any payment;

     (ii) until the Designated First Lien Indebtedness of such Subsidiary Guarantor is paid in full in cash, any payment or distribution to which Holders would be entitled but for the subordination provisions of this Indenture shall be made to holders of such Designated First Lien Indebtedness as their interests may appear, except that Holders may receive Permitted Junior Securities; and

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     (iii) if a distribution is made to Holders that due to the subordination provisions of Article 16 or 17, should not have been made to them, such Holders are required to hold it in trust for the holders of Designated First Lien Indebtedness of the Issuers and pay it over to them as their interests may appear

          SECTION 1703. Default on Designated First Lien Indebtedness of a Subsidiary Guarantor.

          A Subsidiary Guarantor shall not make any payment pursuant to its Guarantee (or pay any other Obligations relating to its Guarantee, including fees, costs, expenses, indemnities and rescission or damage claims owing to Holders thereof) and may not purchase, redeem or otherwise retire any Second-Priority Notes (collectively, “pay its Guarantee”) (except in the form of Permitted Junior Securities) if either of the following occurs (a “Subsidiary Guarantor Payment Default”):

     (i) any Obligation on any Designated First Lien Indebtedness of such Subsidiary Guarantor is not paid in full in cash when due (after giving effect to any applicable grace period); or

     (ii) any other default on Designated First Lien Indebtedness of such Subsidiary Guarantor occurs and the maturity of such Designated First Lien Indebtedness is accelerated in accordance with its terms;

          unless, in either case, the Subsidiary Guarantor Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated First Lien Indebtedness has been paid in full in cash; provided, however, that such Subsidiary Guarantor shall be entitled to pay its Guarantee without regard to the foregoing if such Subsidiary Guarantor and the Second-Priority Trustee receive written notice approving such payment from the Representatives of all Designated First Lien Indebtedness with respect to which the Subsidiary Guarantor Payment Default has occurred and is continuing.

          During the continuance of any default (other than a Subsidiary Guarantor Payment Default) (a “Non-Subsidiary Guarantor Payment Default”) with respect to any Designated First Lien Indebtedness of a Subsidiary Guarantor pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Subsidiary Guarantor shall not pay its Guarantee (except in the form of Permitted Junior Securities) for a period (a “Guarantee Payment Blockage Period”) commencing upon the receipt by the Second-Priority Trustee (with a copy to such Subsidiary Guarantor and the Issuer) of written notice (a “Guarantee Blockage Notice”) of such Non-Subsidiary Guarantor Payment Default from the Representative of such Designated First Lien Indebtedness specifying an election to effect a Guarantee Payment Blockage Period and ending 179 days thereafter. The Guarantee Payment Blockage Period shall end earlier if such Guarantee Payment Blockage Period is terminated (i) by written notice to the Second-Priority Trustee, the relevant Subsidiary Guarantor and the Issuer from the Person or Persons who gave such Guarantee Blockage Notice; (ii) because the default giving rise to such Guarantee Blockage Notice is cured, waived or otherwise no longer continuing; or (iii) because such Designated First Lien Indebtedness has been discharged or repaid in full in cash.

          Notwithstanding the provisions described in the immediately preceding two sentences (but subject to the provisions contained in the first sentence of this Section 1703 and Section 1702 hereof), unless the holders of such Designated First Lien Indebtedness or the Representative of such Designated First Lien Indebtedness shall have accelerated the maturity of such Designated First Lien Indebtedness or a Subsidiary Guarantor Payment Default has occurred and is continuing, the relevant Subsidiary Guarantor shall be entitled to resume paying its Guarantee after the end of such Guarantee Payment Blockage Period. Each Guarantee shall not be subject to more than one Guarantee Payment Blockage Period in any consecutive 360-day period irrespective of the number of defaults with respect to Designated First Lien Indebtedness of the relevant Subsidiary Guarantor during such period. However, in no event shall the total number of days during which any Guarantee Payment Blockage Period or Periods on a Guarantee is in effect exceed 179 days in the aggregate during any consecutive 360-day period, and there must be at least 181 days during any consecutive 360-day period during which no Guarantee Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no default that existed or was continuing on the date of delivery of any Guarantee Blockage Notice to the Second-Priority Trustee shall be, or be made, the basis for a subsequent Guarantee

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Blockage Notice unless such default shall have been waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of a Guarantee Blockage Notice, that, in either case, would give rise to a Non-Subsidiary Guarantor Payment Default pursuant to any provisions under which a Non-Subsidiary Guarantor Payment Default previously existed or was continuing shall constitute a new Non-Subsidiary Guarantor Payment Default for this purpose).

          SECTION 1704. Demand for Payment.

          If payment of the Second-Priority Notes is accelerated because of an Event of Default and a demand for payment is made on a Subsidiary Guarantor pursuant to Article 11 hereof, the Issuer or such Subsidiary Guarantor shall promptly notify the holders of Designated First Lien Indebtedness of such Subsidiary Guarantor or the Representative of such Designated First Lien Indebtedness of such demand; provided that any failure to give such notice shall have no effect whatsoever on the provisions of this Article 17. If any Designated First Lien Indebtedness of a Subsidiary Guarantor is outstanding, such Subsidiary Guarantor may not pay its Guarantee until five Business Days after the Representatives of all the issuers of such Designated First Lien Indebtedness receive notice of such acceleration and, thereafter, may pay its Guarantee only if this Indenture otherwise permits payment at that time.

          SECTION 1705. When Distribution Must Be Paid Over.

          If a distribution is made to Holders that, due to the subordination provisions, should not have been made to them, such Holders are required to hold it in trust for the holders of Designated First Lien Indebtedness of the relevant Subsidiary Guarantor and pay it over to them as their interests may appear.

          SECTION 1706. Subrogation.

          After all Designated First Lien Indebtedness of a Subsidiary Guarantor is paid in full and until the Second-Priority Notes are paid in full, Holders shall be subrogated to the rights of holders of such Designated First Lien Indebtedness to receive distributions applicable to such Designated First Lien Indebtedness. A distribution made under this Article 17 to holders of such Designated First Lien Indebtedness which otherwise would have been made to Holders is not, as between the relevant Subsidiary Guarantor and Holders, a payment by such Subsidiary Guarantor on such Designated First Lien Indebtedness.

          SECTION 1707. Relative Rights.

          This Article 17 defines the relative rights of Holders and holders of Designated First Lien Indebtedness of a Subsidiary Guarantor. Nothing in this Indenture shall:

     (i) impair, as between such Subsidiary Guarantor and Holders, the obligation of such Subsidiary Guarantor, which is absolute and unconditional, to make payments under its Guarantee in accordance with its terms;

     (ii) prevent the Second-Priority Trustee or any Holder from exercising its available remedies upon a default by such Subsidiary Guarantor under its obligations with respect to its Guarantee, subject to the rights of holders of Designated First Lien Indebtedness of such Subsidiary Guarantor to receive payments or distributions otherwise payable to Holders and such other rights of such holders of the Designated First Lien Indebtedness as set forth herein; or

     (iii) affect the relative rights of Holders and creditors of such Subsidiary Guarantor other than their rights in relation to holders of the Designated First Lien Indebtedness.

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          SECTION 1708. Subordination May Not Be Impaired by a Subsidiary Guarantor.

          No right of any holder of Designated First Lien Indebtedness of a Subsidiary Guarantor to enforce the subordination of the obligations of such Subsidiary Guarantor under its Guarantee shall be impaired by any act or failure to act by such Subsidiary Guarantor or by its failure to comply with this Indenture.

          SECTION 1709. Rights of Trustee and Paying Agent.

          Notwithstanding Section 1703 hereof, the Second-Priority Trustee or any Paying Agent may continue to make payments on the Second-Priority Notes and shall not be charged with knowledge of the existence of facts that would prohibit the making of any payments unless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Second-Priority Trustee receives notice satisfactory to him that payments may not be made under this Article 17. A Subsidiary Guarantor, the Second-Priority Notes Registrar, the Paying Agent, a Representative or a holder of Designated First Lien Indebtedness of such Subsidiary Guarantor shall be entitled to give the notice; provided, however, that, if an issue of Designated First Lien Indebtedness of such Subsidiary Guarantor has a Representative, only such Representative shall be entitled to give the notice.

          The Second-Priority Trustee in its individual or any other capacity shall be entitled to hold Designated First Lien Indebtedness of a Subsidiary Guarantor with the same rights it would have if it were not Second-Priority Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Second-Priority Trustee shall be entitled to all the rights set forth in this Article 17 with respect to any Designated First Lien Indebtedness of a Subsidiary Guarantor which may at any time be held by it, to the same extent as any other holder of such Designated First Lien Indebtedness; and nothing in Article 7 shall deprive the Second-Priority Trustee of any of its rights as such holder. Nothing in this Article 17 shall apply to claims of, or payments to, the Second-Priority Trustee or the Second-Priority Collateral Agent on account of fees, expenses, indemnities or other amounts payable or reimbursable under or pursuant to Sections 607 or 1411 hereof or any other Section of this Indenture.

          SECTION 1710. Distribution or Notice to Representative.

          Whenever a distribution is to be made or a notice given to holders of Designated First Lien Indebtedness of a Subsidiary Guarantor, the distribution may be made and the notice given to their Representative (if any).

          SECTION 1711. Article 17 Not To Prevent Events of Default or Limit Right To Demand Payment.

          The failure of a Subsidiary Guarantor to make a payment pursuant to its Guarantee by reason of any provision in this Article 17 shall not be construed as preventing the occurrence of a default by such Subsidiary Guarantor under its Guarantee. Nothing in this Article 17 shall have any effect on the right of the Holders or the Second-Priority Trustee to make a demand for payment on a Subsidiary Guarantor pursuant to Article 11 hereof.

          SECTION 1712. Trust Moneys Not Subordinated.

          Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Securities held in trust by the Second-Priority Trustee for the payment of principal of and interest on the Second-Priority Notes pursuant to Article 8 or Article 13 hereof shall not be subordinated to the prior payment of any Designated First Lien Indebtedness of any Subsidiary Guarantor or subject to the restrictions set forth in this Article 17, and none of the Holders shall be obligated to pay over any such amount to such Subsidiary Guarantor or any holder of Designated First Lien Indebtedness of such Subsidiary Guarantor or any other creditor of such Subsidiary Guarantor, provided that the subordination provisions of this Article 17 were not violated at the time the applicable amounts were deposited in trust pursuant to Article 8 or Article 13 hereof, as the case may be

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          SECTION 1713. Trustee Entitled To Rely.

          Upon any payment or distribution pursuant to this Article 17, the Second-Priority Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 1702 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Second-Priority Trustee or to the Holders or (c) upon the Representatives of Designated First Lien Indebtedness of a Subsidiary Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Designated First Lien Indebtedness and other Indebtedness of such Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 17. In the event that the Second-Priority Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Designated First Lien Indebtedness of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article 17, the Second-Priority Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Second-Priority Trustee as to the amount of such Designated First Lien Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 17, and, if such evidence is not furnished, the Second-Priority Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 601 and 603 hereof shall be applicable to all actions or omissions of actions by the Second-Priority Trustee pursuant to this Article 17.

          SECTION 1714. Trustee To Effectuate Subordination.

          A Holder by its acceptance of a Second-Priority Note agrees to be bound by this Article 17 and authorizes and expressly directs the Second-Priority Trustee, on his behalf, to take such action as may be necessary or appropriate to effectuate the subordination between the Holders and the holders of Designated First Lien Indebtedness of a Subsidiary Guarantor as provided in this Article 17 and appoints the Second-Priority Trustee as attorney-in-fact for any and all such purposes.

          SECTION 1715. Trustee Not Fiduciary for Holders of Designated First Lien Indebtedness of Subsidiary Guarantors.

          The Second-Priority Trustee shall not be deemed to owe any fiduciary duty to the holders of Designated First Lien Indebtedness of a Subsidiary Guarantor and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or such Subsidiary Guarantor or any other Person, money or assets to which any holders of Designated First Lien Indebtedness of such Subsidiary Guarantor shall be entitled by virtue of this Article 17 or otherwise.

          SECTION 1716. Reliance by Holders of Designated First Lien Indebtedness of a Subsidiary Guarantor on Subordination Provisions.

          Each Holder by accepting a Second-Priority Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Designated First Lien Indebtedness of a Subsidiary Guarantor, whether such Designated First Lien Indebtedness was created or acquired before or after the issuance of the Second-Priority Notes, to acquire and continue to hold, or to continue to hold, such Designated First Lien Indebtedness and such holder of such Designated First Lien Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Designated First Lien Indebtedness.

          Without in any way limiting the generality of the foregoing paragraph, the holders of Designated First Lien Indebtedness of a Subsidiary Guarantor may, at any time and from time to time, without the consent of or notice to the Second-Priority Trustee or the Holders, without incurring responsibility to the Second-Priority Trustee or the Holders and without impairing or releasing the subordination provided in this Article 17 or the obligations hereunder of the Holders to the holders of Designated First Lien Indebtedness of such Subsidiary Guarantor, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Designated First Lien Indebtedness of such Subsidiary Guarantor, or otherwise amend or supplement

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in any manner Designated First Lien Indebtedness of such Subsidiary Guarantor, or any instrument evidencing the same or any agreement under which Designated First Lien Indebtedness of such Subsidiary Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Designated First Lien Indebtedness of such Subsidiary Guarantor; (iii) release any Person liable in any manner for the payment or collection of Designated First Lien Indebtedness of such Subsidiary Guarantor; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor and any other Person.

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          IN WITNESS WHEREOF, the parties hereto have caused this Second-Priority Indenture to be duly executed all as of the day and year first above written.

CLEARWIRE COMMUNICATIONS LLC,
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer
CLEARWIRE FINANCE, INC.
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

GUARANTORS: CLEARWIRE LEGACY LLC and CLEARWIRE XOHM LLC
By:	Clearwire Communications, LLC, as manager
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

CLEAR WIRELESS, LLC, CLEARWIRE SPECTRUM HOLDINGS III LLC, CLEARWIRE US LLC and CLEAR MANAGEMENT SERVICES LLC
By:	Clearwire Communications, LLC, as member
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

CLEAR GLOBAL SERVICES LLC and CLEAR PARTNER HOLDINGS LLC
By:	Clear Wireless LLC, as member
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

[Signature Page to Indenture for Second Lien Notes]

S-1

BILLING LEGACY LLC, CLEARWIRE TELECOMMUNICATIONS SERVICES, LLC, CLEARMEDIA, LLC, FIXED WIRELESS HOLDINGS, LLC, CLEARWIRE SPECTRUM HOLDINGS II LLC and CLEARWIRE SPECTRUM HOLDINGS LLC
By:	Clearwire Legacy LLC, as member
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

WINBEAM LLC
By:	Clearwire US LLC, as member
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

AMERICAN TELECASTING DEVELOPMENT, LLC, AMERICAN TELECASTING OF ANCHORAGE, LLC, AMERICAN TELECASTING OF BEND, LLC, FRESNO MMDS ASSOCIATES, LLC, AMERICAN TELECASTING OF COLUMBUS, LLC, AMERICAN TELECASTING OF DENVER, LLC, AMERICAN TELECASTING OF FORT MYERS, LLC, AMERICAN TELECASTING OF FT. COLLINS, LLC, AMERICAN TELECASTING OF GREEN BAY, LLC, AMERICAN TELECASTING OF LANSING, LLC, AMERICAN TELECASTING OF LINCOLN, LLC, AMERICAN TELECASTING LITTLE ROCK, LLC, AMERICAN TELECASTING OF LOUISVILLE, LLC, AMERICAN TELECASTING OF MEDFORD, LLC, AMERICAN TELECASTING OF MICHIANA, LLC, AMERICAN TELECASTING OF MONTEREY, LLC, AMERICAN TELECASTING OF REDDING, LLC, AMERICAN TELECASTING OF SANTA BARBARA, LLC, AMERICAN

[Signature Page to Indenture for Second Lien Notes]

TELECASTING OF SEATTLE, LLC, AMERICAN TELECASTING OF SHERIDAN, LLC, AMERICAN TELECASTING OF YUBA CITY, LLC, ATI OF SANTA ROSA, LLC, ATI SUB, LLC, NSAC, LLC, ALDA WIRELESS HOLDINGS, LLC, PCTV GOLD II, LLC, PCTV OF SALT LAKE CITY, LLC, PCTV SUB, LLC, PEOPLE’S CHOICE TV OF ALBUQUERQUE, LLC, PEOPLE’S CHOICE TV OF HOUSTON, LLC, PEOPLE’S CHOICE TV OF ST. LOUIS, LLC, SPEEDCHOICE OF DETROIT, LLC, SPEEDCHOICE OF PHOENIX, LLC, ATL MDS, LLC, BAY AREA CABLEVISION, LLC, BROADCAST CABLE, LLC, SCC X, LLC, SPRINT (BAY AREA), LLC, TDI ACQUISITION SUB, LLC, TRANSWORLD TELECOM II, LLC, WAVEPATH SUB, LLC, WBS OF AMERICA, LLC, WBS OF SACRAMENTO, LLC, WBSY LICENSING, LLC, WBSFP LICENSING, LLC, WCOF, LLC, WIRELESS BROADBAND SERVICES OF AMERICA, LLC and KENNEWICK LICENSING, LLC

By:	Clearwire XOHM LLC, as manager
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

[Signature Page to Indenture for Second Lien Notes]

WILMINGTON TRUST FSB, as Second-Priority Trustee
By:	/s/ Jane Schweiger
	Name:	Jane Schweiger
	Title:	Vice President

[Signature Page to Indenture for Second Lien Notes]

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WILMINGTON TRUST FSB, as Second-Priority Collateral Agent
By:	/s/ Jane Schweiger
	Name:	Jane Schweiger
	Title:	Vice President

[Signature Page to Indenture for Second Lien Notes]

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Subsidiary Guarantors

Clearwire Legacy LLC, a Delaware limited liability company;
Clearwire XOHM LLC, a Delaware limited liability company;
Fixed Wireless Holdings, LLC, a Delaware limited liability company;
Alda Wireless Holdings, LLC, a Delaware limited liability company;
American Telecasting Development, LLC, a Delaware limited liability company;
American Telecasting of Anchorage, LLC, a Delaware limited liability company;
American Telecasting of Bend, LLC, a Delaware limited liability company;
American Telecasting of Columbus, LLC, a Delaware limited liability company;
American Telecasting of Denver, LLC, a Delaware limited liability company;
American Telecasting of Fort Myers, LLC, a Delaware limited liability company;
American Telecasting of Ft. Collins, LLC, a Delaware limited liability company;
American Telecasting of Green Bay, LLC, a Delaware limited liability company;
American Telecasting of Lansing, LLC, a Delaware limited liability company;
American Telecasting of Lincoln, LLC, a Delaware limited liability company;
American Telecasting of Little Rock, LLC, a Delaware limited liability company;
American Telecasting of Louisville, LLC, a Delaware limited liability company;
American Telecasting of Medford, LLC, a Delaware limited liability company;
American Telecasting of Michiana, LLC, a Delaware limited liability company;
American Telecasting of Monterey, LLC, a Delaware limited liability company;
American Telecasting of Redding, LLC, a Delaware limited liability company;
American Telecasting of Santa Barbara, LLC, a Delaware limited liability company;
American Telecasting of Seattle, LLC, a Delaware limited liability company;
American Telecasting of Sheridan, LLC, a Delaware limited liability company;
American Telecasting of Yuba City, LLC, a Delaware limited liability company;
ATI of Santa Rosa, LLC, a Delaware limited liability company;
ATI Sub, LLC, a Delaware limited liability company;
ATL MDS, LLC, a Delaware limited liability company;
Bay Area Cablevision, LLC, a Delaware limited liability company;
Broadcast Cable, LLC, a Delaware limited liability company;
Fresno MMDS Associates, LLC, a Delaware limited liability company;
Kennewick Licensing, LLC, a Delaware limited liability company;
NSAC, LLC, a Delaware limited liability company;
PCTV Gold II, LLC, a Delaware limited liability company;
PCTV of Salt Lake City, LLC, a Delaware limited liability company;
PCTV Sub, LLC, a Delaware limited liability company;
People’s Choice TV of Albuquerque, LLC, a Delaware limited liability company;
People’s Choice TV of Houston, LLC, a Delaware limited liability company;
People’s Choice TV of St. Louis, LLC, a Delaware limited liability company;
SCC X, LLC, a Delaware limited liability company;
SpeedChoice of Detroit, LLC, a Delaware limited liability company;
SpeedChoice of Phoenix, LLC, a Delaware limited liability company;
Sprint (Bay Area), LLC, a Delaware limited liability company;
TDI Acquisition Sub, LLC, a Delaware limited liability company;
Transworld Telecom II, LLC, a Delaware limited liability company;
Wavepath Sub, LLC, a Delaware limited liability company;
WBSFP Licensing, LLC, a Delaware limited liability company;
WBS of America, LLC, a Delaware limited liability company;
WBS of Sacramento, LLC, a Delaware limited liability company;
WBSY Licensing, LLC, a Delaware limited liability company;
WCOF, LLC, a Delaware limited liability company;
Wireless Broadband Services of America, LLC, a Delaware limited liability company;
Billing Legacy LLC, a Missouri limited liability company;
ClearMedia, LLC, a Nevada limited liability company;

Clearwire US LLC, a Nevada limited liability company;
Clearwire Spectrum Holdings LLC, a Nevada limited liability company;
Clearwire Spectrum Holdings II LLC, a Nevada limited liability company;
Clearwire Spectrum Holdings III LLC, a Nevada limited liability company;
Clearwire Telecommunications Services, LLC, a Nevada limited liability company;
Clear Global Services LLC, a Nevada limited liability company;
Clear Partner Holdings LLC, a Nevada limited liability company;
Clear Wireless LLC, a Nevada limited liability company;
Winbeam LLC, a Nevada limited liability company; and
Clear Management Services, LLC, a Nevada limited liability company

S-2

EXHIBIT A

[FACE OF NOTE]

CLEARWIRE COMMUNICATIONS LLC
and
CLEARWIRE FINANCE, INC.,

12% Second-Priority Secured Note due 2017

No.	CUSIP No.
	$

     CLEARWIRE COMMUNICATIONS LLC, a Delaware limited liability company (the “Company”) and CLEARWIRE FINANCE, INC., a Delaware corporation (“Finance Co” and, together with the Company, the “Issuers”, which term includes any successor Person under the Second-Priority Indenture hereinafter referred to), for value received, promises to pay to Cede & Co., or its registered assigns, the principal sum of                      Dollars ($            ), on December 1, 2017.

Interest Rate:	12% per annum.
Interest Payment Dates:	June 1 and December 1 of each year commencing June 1 , 2011.
Regular Record Dates:	May 15 and November 15 of each year.

     Reference is hereby made to the further provisions of this Second-Priority Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

A-1

     IN WITNESS WHEREOF, the Issuers have caused this Second-Priority Note to be signed manually or by facsimile by its duly authorized officers.

CLEARWIRE COMMUNICATIONS LLC,
By:
	Name:
	Title:
By:
	Name:
	Title:
CLEARWIRE FINANCE, INC.
By:
	Name:
	Title:
By:
	Name:
	Title:

A-2

(Form of Second-Priority Trustee’s Certificate of Authentication)

     This is one of the 12% Second-Priority Secured Notes due 2017 referred to in the within-mentioned Second-Priority Indenture.

WILMINGTON TRUST FSB as Second-Priority Trustee
By:
	Authorized Signatory

Dated: _______________

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[REVERSE SIDE OF NOTE]

CLEARWIRE COMMUNICATIONS LLC
and
CLEARWIRE FINANCE, INC.

12% Second-Priority Secured Note due 2017

1. Principal and Interest.

     The Issuers will pay the principal of this Second-Priority Note on December 1, 2017.

     The Issuers promise to pay interest on the principal amount of this Second-Priority Note on each Interest Payment Date, as set forth below, at the rate of 12% per annum (subject to adjustment as provided below).

     Interest will be payable semi-annually (to the Holders of record of the Second-Priority Notes (or any Predecessor Second-Priority Notes) at the close of business on May 15 or November 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing June 1, 2011.

     Interest on this Second-Priority Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from December 9, 2010; provided that, if there is no existing default in the payment of interest and if this Second-Priority Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

     The Issuers shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum equal to the rate of interest applicable to the Second-Priority Notes.

2. Method of Payment.

     The Issuers will pay interest (except defaulted interest) on the principal amount of the Second-Priority Notes on each June 1 and December 1 to the Persons who are Holders (as reflected in the Second-Priority Note Register at the close of business on May 15 and November 15 immediately preceding the Interest Payment Date), in each case, even if the Second-Priority Note is cancelled on registration of transfer or registration of exchange after such Regular Record Date; provided that, with respect to the payment of principal, the Issuers will make payment to the Holder that surrenders this Second-Priority Note to any Paying Agent on or after December 1, 2017.

     The Issuers will pay principal (premium, if any) and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Issuers may pay principal (premium, if any) and interest by its check payable in such money. The Issuers may pay interest on the Second-Priority Notes either (a) by mailing a check for such interest to a Holder’s registered address (as reflected in the Second-Priority Note Register) or (b) by wire transfer to an account located in the United States maintained by the payee. If a payment date is a date other than a Business Day at a place of payment, payment may be made at that place on the next succeeding day that is a Business Day and no interest shall accrue for the intervening period.

3. Paying Agent and Second-Priority Note Registrar.

     Initially, the Second-Priority Trustee will act as Paying Agent and Second-Priority Note Registrar. The Issuers may change any Paying Agent or Second-Priority Note Registrar upon written notice thereto. The Issuers, any Subsidiary or any Affiliate of any of them may act as Paying Agent, Second-Priority Note Registrar or co-registrar.

A-4

4. Second-Priority Indenture; Limitations.

     The Issuers issued the Second-Priority Notes under the Second-Priority Indenture dated as of December 9, 2010 (the “Second-Priority Indenture”), among the Issuers, the Subsidiary Guarantors and Wilmington Trust FSB, as trustee (the “Second-Priority Trustee”) and collateral agent (the “Second-Priority Collateral Agent”). Capitalized terms herein are used as defined in the Second-Priority Indenture unless otherwise indicated. The terms of the Second-Priority Notes include those stated in the Second-Priority Indenture and those made part of the Second-Priority Indenture by reference to the Trust Indenture Act. The Second-Priority Notes are subject to all such terms, and Holders are referred to the Second-Priority Indenture and the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Second-Priority Note and the terms of the Second-Priority Indenture, the terms of the Second-Priority Indenture shall control.

     The Second-Priority Notes are senior secured obligations of the Issuers. The Second-Priority Indenture does not limit the aggregate principal amount of the Second-Priority Notes.

5. Redemption.

     Optional Redemption. Except as described below, the Second-Priority Notes are not redeemable at the Issuers’ option until December 1, 2014. From and after December 1, 2014, the Issuers may redeem the Second-Priority Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first class mail, postage prepaid, with a copy to the Second-Priority Trustee, to each Holder of Second-Priority Notes to the address of such Holder appearing in the Second-Priority Note Register at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable redemption date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on December 1 of each of the years indicated below:

Year	Percentage
2014		106.000	%
2015		103.000	%
2016 and thereafter		100.000	%

     In addition, prior to December 1, 2013, the Issuers may, at their option, redeem up to 35% of the aggregate principal amount of Second-Priority Notes issued under the Second-Priority Indenture at a redemption price equal to 112.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to but excluding, the Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date, with the net proceeds of one or more Equity Offerings of the Issuers or any direct or indirect parent of the Issuers to the extent such net proceeds are contributed to the Issuers; provided that at least 65% of the aggregate principal amount of Second-Priority Notes originally issued under the Second-Priority Indenture remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering.

     At any time prior to the final maturity date of the Second-Priority Notes, the Issuers may also redeem all or a part of the Second-Priority Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a Redemption Price equal to 100% of the principal amount of Second-Priority Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding the Redemption Date, subject to the rights of Holders of Second-Priority Notes on the relevant record date to receive interest due on the relevant Interest Payment Date.

6. Repurchase upon a Change in Control and Asset Sales.

     Upon the occurrence of (a) a Change in Control, the Holders of the Second-Priority Notes will have the right to require that the Issuers purchase such Holder’s outstanding Second-Priority Notes, in whole or in part, at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date

A-5

of purchase and (b) Asset Sales, the Issuers may be obligated to make offers to purchase Second-Priority Notes and Permitted Additional Junior Lien Obligations with a portion of the Net Proceeds of such Asset Sales at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase.

7. Denominations; Transfer; Exchange.

     The Second-Priority Notes are in registered form without coupons, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder may register the transfer or exchange of Second-Priority Notes in accordance with the Second-Priority Indenture. The Second-Priority Note Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Second-Priority Indenture. The Second-Priority Note Registrar need not register the transfer or exchange of any Second-Priority Notes selected for redemption (except the unredeemed portion of any Second-Priority Note being redeemed in part).

8. Persons Deemed Owners.

     A registered Holder may be treated as the owner of a Second-Priority Note for all purposes.

9. Unclaimed Money.

     If money for the payment of principal (premium, if any) or interest remains unclaimed for two years, the Second-Priority Trustee and the Paying Agent will pay the money back to the Issuers at their written request. After that, Holders entitled to the money must look to the Issuers for payment, unless an abandoned property law designates another Person, and all liability of the Second-Priority Trustee and such Paying Agent with respect to such money shall cease.

10. Discharge and Defeasance Prior to Redemption or Maturity.

     If the Issuers irrevocably deposit, or cause to be deposited, with the Second-Priority Trustee money or Government Securities sufficient to pay the then outstanding principal of (premium, if any) and accrued interest on the Second-Priority Notes (a) to Redemption or Maturity Date, the Issuers will be discharged from its obligations under the Second-Priority Indenture and the Second-Priority Notes, except in certain circumstances for certain covenants thereof, and (b) to the Stated Maturity, the Issuers will be discharged from certain covenants set forth in the Second-Priority Indenture.

11. Amendment; Supplement; Waiver.

     Subject to certain exceptions, the Second-Priority Indenture, the Second-Priority Security Documents or the Second-Priority Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Second-Priority Notes, and any existing Default or compliance with any provision may be waived with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Second-Priority Notes. Without notice to or the consent of any Holder, the parties thereto may amend or supplement the Second-Priority Indenture, the Second-Priority Security Documents or the Second-Priority Notes to, among other things, cure any ambiguity, defect or inconsistency and make any change that does not adversely affect the rights of any Holder.

12. Restrictive Covenants.

     The Second-Priority Indenture contains certain covenants, including, without limitation, covenants with respect to the following matters: (i) Incurrence of Indebtedness and Issuance of Disqualified Stock and preferred stock; (ii) Restricted Payments; (iii) transactions with Affiliates; (iv) Liens; (v) purchase of Second-Priority Notes upon a Change in Control; (vi) disposition of proceeds of Asset Sales; (vii) guarantees of Indebtedness by Restricted Subsidiaries; (viii) dividend and other payment restrictions affecting Restricted Subsidiaries; (ix) merger and certain transfers of assets; (x) limitation on activities of Finance Co and Spectrum Entities and (xi) future

A-6

Subsidiary Guarantors. Within 120 days after the end of each fiscal year, the Issuers must report to the Second-Priority Trustee on compliance with such limitations.

13. Successor Persons.

     When a successor Person or other entity assumes all the obligations of its predecessor under the Second-Priority Notes and the Second-Priority Indenture, the predecessor Person will be released from those obligations.

14. Remedies for Events of Default.

     If an Event of Default, as defined in the Second-Priority Indenture, occurs and is continuing, the Second-Priority Trustee or the Holders of at least 25% in principal amount of the Outstanding Second-Priority Notes may declare all the Second-Priority Notes to be immediately due and payable; provided, however, that so long as any Designated First Lien Indebtedness is outstanding, no such acceleration shall be effective until the earlier of (1) acceleration of any such Designated First Lien Indebtedness; or (2) five Business Days after the giving of written notice of such acceleration to the Issuers and the administrative agent or trustee under such Designated First Lien Indebtedness. If a bankruptcy or insolvency default with respect to the Issuers or any Subsidiary Guarantors that is a Significant Subsidiary occurs and is continuing, the Second-Priority Notes automatically become immediately due and payable. Holders may not enforce the Second-Priority Indenture, the Second-Priority Security Documents or the Second-Priority Notes except as provided in the Second-Priority Indenture. The Second-Priority Trustee and the Second-Priority Collateral Agent may require indemnity reasonably satisfactory to it before it enforces the Second-Priority Indenture or the Second-Priority Notes. Subject to certain limitations, Holders of at least a majority in aggregate principal amount of the Outstanding Second-Priority Notes may direct the Second-Priority Trustee in its exercise of any trust or power.

15. Guarantees.

     The Issuers’ obligations under the Second-Priority Notes are fully, irrevocably and unconditionally guaranteed on a senior secured basis, to the extent set forth in the Second-Priority Indenture, by each of the Subsidiary Guarantors.

16. Subordination.

     The Second-Priority Notes and the Guarantees are subordinated to Designated First Lien Indebtedness of the Issuers and the Guarantors on the terms and subject to the conditions set forth in the Second-Priority Indenture. To the extent provided in the Second-Priority Indenture, Designated First Lien Indebtedness must be paid before the Second-Priority Notes and Guarantees may be paid. The Issuers agree, and each Holder by accepting a Second-Priority Note agrees, to the subordination provisions contained in the Second-Priority Indenture and authorizes the Second-Priority Trustee to give it effect and appoints the Second-Priority Trustee as attorney-in-fact for such purpose.

17. Second-Priority Trustee Dealings with Issuers.

     The Second-Priority Trustee or the Second-Priority Collateral Agent under the Second-Priority Indenture, in its individual or any other capacity, may become the owner or pledgee of Second-Priority Notes and may make loans to, accept deposits from, perform services for, and otherwise deal with, the Issuers and their Affiliates as if it were not the Second-Priority Trustee or the Second-Priority Collateral Agent.

18. Authentication.

     This Second-Priority Note shall not be valid until the Second-Priority Trustee signs the certificate of authentication on the other side of this Second-Priority Note.

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19. Abbreviations.

     Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

     The Issuers will furnish to any Holder upon written request and without charge a copy of the Second-Priority Indenture. Requests may be made to CLEARWIRE COMMUNICATIONS LLC, 4400 Carillon Point, Kirkland, Washington 98033, Attention: General Counsel, or CLEARWIRE FINANCE, INC., 4400 Carillon Point, Kirkland, Washington 98033, Attention: General Counsel.

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ASSIGNMENT FORM

To assign this Second-Priority Note, fill in the form below:

(I) or (we) assign and transfer this Second-Priority Note to:

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Second-Priority Note on the books of the Issuers. The agent may substitute another to act for him.

Date: __________________

Your Signature:
	(Sign exactly as your name appears on the face of this Second-Priority Note)

Signature Guarantee*: _____________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Second-Priority Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Second-Priority Note purchased by the Issuers pursuant to Section 1017 or 1018 of the Second-Priority Indenture, check the appropriate box below:

o Section 1017 o Section 1018

     If you want to elect to have only part of the Second-Priority Note purchased by the Issuers pursuant to Section 1017 or Section 1018 of the Second-Priority Indenture, state the amount you elect to have purchased:

 $

Date: __________________

Your Signature:
	(Sign exactly as your name appears on the face of this Second-Priority Note)

Tax Identification No.:

Signature Guarantee*: _____________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Second-Priority Trustee).

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

     The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Second-Priority Note, or exchanges of a part of another Global Note or Definitive Second-Priority Note for an interest in this Global Note, have been made:

			Principal Amount	Signature of authorized
	Amount of decrease	Amount of increase	of this Global Note	signatory of Second-
	in Principal Amount	in Principal Amount	following such	Priority Trustee
Date of Exchange	of this Global Note	of this Global Note	decrease (or increase)	or Custodian

* This schedule should be included only if the Second-Priority Note is issued in global form.

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Clearwire Communications LLC,
4400 Carillon Point
Kirkland, Washington 98033

Clearwire Finance, Inc.
4400 Carillon Point
Kirkland, Washington 98033

Wilmington Trust FSB
Corporate Capital Markets
50 South Sixth Street, Suite 1290
Minneapolis, MN 55402-1544
Fax: (612) 217-5651
Attention: Clearwire Communications LLC
                 Administrator

Re: 12% Second-Priority Secured Notes due 2017

          Reference is hereby made to the Second-Priority Indenture, dated as of December 9, 2010 (the “Second-Priority Indenture”), among Clearwire Communications LLC (the “Company”), Clearwire Finance, Inc. (“Finance Co”, and together with the Company, the “Issuers”), the Subsidiary Guarantors party thereto and Wilmington Trust FSB, as trustee and as collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Second-Priority Indenture.

                         (the “Transferor”) owns and proposes to transfer the Second-Priority Note[s] or interest in such Second-Priority Note[s] specified in Annex A hereto, in the principal amount of $           in such Second-Priority Note[s] or interests (the “Transfer”), to (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. o Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Second-Priority Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Second-Priority Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Second-Priority Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Second-Priority Indenture, the transferred beneficial interest or Definitive Second-Priority Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Second-Priority Note and in the Second-Priority Indenture and the Securities Act.

2. o Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Restricted Definitive Second-Priority Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order

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was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Second-Priority Indenture, the transferred beneficial interest or Definitive Second-Priority Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Second-Priority Note and in the Second-Priority Indenture and the Securities Act.

3. o Check and complete if Transferee will take delivery of a beneficial interest in a Restricted Definitive Second-Priority Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Second-Priority Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

     (a) o such Transfer is being effected to the Issuers or a subsidiary thereof;

or

     (b) o such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

Upon consummation of the proposed transfer in accordance with the terms of the Second-Priority Indenture, the transferred beneficial interest or Definitive Second-Priority Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Second-Priority Notes and in the Second-Priority Indenture and the Securities Act.

4. o Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Second-Priority Note.

          (a) Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Second-Priority Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Second-Priority Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Second-Priority Indenture, the transferred beneficial interest or Definitive Second-Priority Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Second-Priority Notes and in the Second-Priority Indenture.

          (b) Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Second-Priority Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Second-Priority Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Second-Priority Indenture, the transferred beneficial interest or Definitive Second-Priority Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Second-Priority Notes and in the Second-Priority Indenture.

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          This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated: ______________________

B-3

ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(i) o a beneficial interest in the:

(i)	o 144A Global Note (CUSIP       ), or
(ii)	o Regulation S Global Note (CUSIP      ), or

(b) o a Restricted Definitive Second-Priority Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

(a) o a beneficial interest in the:

(i)	o 144A Global Note (CUSIP      ), or
(ii)	o Regulation S Global Note (CUSIP      ), or

(b)	o a Restricted Definitive Second-Priority Note;
(c)	an Unrestricted Definitive Second-Priority Note,

in accordance with the terms of the Second-Priority Indenture.

B-4

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Clearwire Communications LLC,
4400 Carillon Point
Kirkland, Washington 98033

Clearwire Finance, Inc.
4400 Carillon Point
Kirkland, Washington 98033

Wilmington Trust FSB
50 South Sixth Street, Suite 1290
Minneapolis, MN 55402-1544

Re: 12% Second-Priority Secured Notes due 2017

(CUSIP     )

          Reference is hereby made to the Second-Priority Indenture, dated as of December 9, 2010 (the “Second-Priority Indenture”), among Clearwire Communications LLC (the “Company”), Clearwire Finance, Inc. (“Finance Co”, and together with the Company, the “Issuers”), the Subsidiary Guarantors party thereto and Wilmington Trust FSB, as trustee and as collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Second-Priority Indenture.

                         , (the “Owner”) owns and proposes to exchange the Second-Priority Note[s] or interest in such Second-Priority Note[s] specified herein, in the principal amount of $              in such Second-Priority Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

          1. Exchange of Restricted Definitive Second-Priority Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Second-Priority Notes or Beneficial Interests in an Unrestricted Global Note.

          (a) o Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note, In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Second-Priority Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

          (b) o Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Second-Priority Note, In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Second-Priority Note, the Owner hereby certifies (i) the Definitive Second-Priority Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Second-Priority Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Second-Priority Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

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          (c) o Check if Exchange is from Restricted Definitive Second-Priority Note to beneficial interest in an Unrestricted Global Note, In connection with the Owner’s Exchange of a Restricted Definitive Second-Priority Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Second-Priority Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Second-Priority Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

          (d) o Check if Exchange is from Restricted Definitive Second-Priority Note to Unrestricted Definitive Second-Priority Note, In connection with the Owner’s Exchange of a Restricted Definitive Second-Priority Note for an Unrestricted Definitive Second-Priority Note, the Owner hereby certifies (i) the Unrestricted Definitive Second-Priority Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Second-Priority Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Second-Priority Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Second-Priority Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

          2. Exchange of Restricted Definitive Second-Priority Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Second-Priority Notes or Beneficial Interests in Restricted Global Notes

          (a) o Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Second-Priority Note, In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Second-Priority Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Second-Priority Note is being acquired for the Owner’s own account without transfer, Upon consummation of the proposed Exchange in accordance with the terms of the Second-Priority Indenture, the Restricted Definitive Second-Priority Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Second-Priority Note and in the Second-Priority Indenture and the Securities Act.

          (b) o Check if Exchange is from Restricted Definitive Second-Priority Note to beneficial interest in a Restricted Global Note, In connection with the Exchange of the Owner’s Restricted Definitive Second-Priority Note for a beneficial interest in the [CHECK ONE] o 144A Global Note, o Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States, Upon consummation of the proposed Exchange in accordance with the terms of the Second-Priority Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Second-Priority Indenture and the Securities Act.

          This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.

C-2

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated: _____________________

C-3

EXHIBIT D

FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS

          SUPPLEMENTAL INDENTURE (this “Supplemental Second-Priority Indenture”), dated as of , 20 , among (the “Guaranteeing Subsidiary”), a subsidiary of (or its permitted successor), a [Delaware] corporation (the “Company”), Clearwire Communications LLC and Clearwire Finance, Inc. (and together with the Company, the “Issuers”) and Wilmington Trust FSB, as trustee and as collateral agent under the Second-Priority Indenture referred to below (the “Second-Priority Trustee”).

W I T N E S S E T H

          WHEREAS, the Issuers have heretofore executed and delivered to the Second-Priority Trustee an indenture (the “Second-Priority Indenture”), dated as of December 9, 2010 providing for the issuance of 12% Second-Priority Secured Notes due 2017 (the “Second-Priority Notes”);

          WHEREAS, the Second-Priority Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Second-Priority Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Second-Priority Notes and the Second-Priority Indenture on the terms and conditions set forth herein (the “Guarantee”); and

          WHEREAS, pursuant to Section 901 of the Second-Priority Indenture, the Second-Priority Trustee is authorized to execute and deliver this Supplemental Second-Priority Indenture.

          NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Second-Priority Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Second-Priority Notes as follows:

          1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Second-Priority Indenture.

          2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as follows:

     (a) The Guaranteeing Subsidiary hereby becomes a party to the Second-Priority Indenture as a Subsidiary Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the Second-Priority Indenture. The Guaranteeing Subsidiary agrees to be bound by all of the provisions of the Second-Priority Indenture applicable to a Subsidiary Guarantor and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Second-Priority Indenture.

     (b) The Guaranteeing subsidiary agrees, on a joint and several basis with all the existing Subsidiary Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Second-Priority Notes, Second-Priority Collateral Agent and the Second-Priority Trustee the Obligations pursuant to Article Twelve of the Second-Priority Indenture of a senior basis.

          3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Issuers or any Guaranteeing Subsidiary under the Second-Priority Notes, any Second-Priority Note Guarantees, the Second-Priority Indenture or this Supplemental Second-Priority Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Second-Priority Notes by accepting a Second-Priority Note waives and releases all such liability. The waiver and release are part of the

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consideration for issuance of the Second-Priority Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

          4. NEW YORK LAW TO GOVERN. SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Second-Priority Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

          6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

          7. THE TRUSTEE. The Second-Priority Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Second-Priority Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuers.

          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Second-Priority Indenture to be duly executed and attested, all as of the date first above written.

Dated: ____________, 20___

[GUARANTEEING SUBSIDIARY]
By:
	Name:
	Title:
CLEARWIRE COMMUNICATIONS LLC,
By:
	Name:
	Title:
CLEARWIRE FINANCE, INC.
By:
	Name:
	Title:
WILMINGTON TRUST FSB as Second-Priority Trustee and Second-Priority Collateral Agent
By:
	Authorized Signatory

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EXHIBIT E

INCUMBENCY CERTIFICATE

          The undersigned,       , being the       of       (the “Issuers”) does hereby certify that the individuals listed below are qualified and acting officers of the Issuers as set forth in the right column opposite their respective names and the signatures appearing in the extreme right column opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Wilmington Trust FSB as Second-Priority Trustee under the Second-Priority Indenture dated as of      , 20  , by and between the Issuers and The Wilmington Trust FSB

Name Title Signature

          IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate as of the       day of       , 20   .

Name:  

Title:  

F-1

EX-4.9

Exhibit 4.9

SECOND LIEN COLLATERAL AGREEMENT

made by

CLEARWIRE COMMUNICATIONS LLC

and certain of its Subsidiaries

in favor of

Wilmington Trust FSB,
as Second-Priority Collateral Agent

Dated as of December 9, 2010

TABLE OF CONTENTS

	Page
SECTION 1. DEFINED TERMS		2
1.1. Definitions		2
1.2. Other Definitional Provisions		7
SECTION 2. GRANT OF SECURITY INTEREST		7
SECTION 3. REPRESENTATIONS AND WARRANTIES		9
3.1. Title; No Other Liens		9
3.2. Perfected First Priority Liens		9
3.3. Jurisdiction of Organization; Chief Executive Office		9
3.4. Investment Property		10
3.5. Intellectual Property		10
SECTION 4. COVENANTS		10
4.1. Covenants in Second-Priority Indenture		10
4.2. Maintenance of Insurance		10
4.3. Maintenance of Perfected Security Interest; Further Documentation		11
4.4. Changes in Name, etc.		11
4.5. Notices		12
4.6. Investment Property		12
4.7. Intellectual Property		14
SECTION 5. REMEDIAL PROVISIONS		15
5.1. Communications with Obligors; Grantors Remain Liable		15
5.2. Pledged Stock		16
5.3. Proceeds To Be Turned Over to Second-Priority Collateral Agent		17
5.4. Application of Proceeds		17
5.5. Applicable Authorized Representative and Exercise of Remedies		18
5.6. Code and Other Remedies		18
5.7. Registration Rights		19
5.8. Deficiency		20
SECTION 6. THE COLLATERAL AGENT		21
6.1. Second-Priority Collateral Agent’s Appointment as Attorney-in-Fact, etc.		21
6.2. Duty of Second-Priority Collateral Agent		22
6.3. Execution of Financing Statements		24
6.4. Authority of Second-Priority Collateral Agent		24

-i-

	Page
6.5. Protections of Second-Priority Collateral Agent		24
SECTION 7. MISCELLANEOUS		26
7.1. Amendments in Writing		26
7.2. Notices		26
7.3. No Waiver by Course of Conduct; Cumulative Remedies		26
7.4. Waivers		27
7.5. Enforcement Expenses; Indemnification		27
7.6. FCC Compliance		28
7.7. Successors and Assigns		29
7.8. Set-Off		29
7.9. Counterparts		30
7.10. Severability		30
7.11. Section Headings		30
7.12. Integration		30
7.13. GOVERNING LAW		30
7.14. Submission To Jurisdiction; Waivers		31
7.15. Acknowledgements		31
7.16. Additional Grantors		32
7.17. Releases		32
7.18. WAIVER OF JURY TRIAL		32
7.19. Permitted Additional Junior Lien Obligations		32

SCHEDULES
Schedule l	Notice Addresses
Schedule 2	Pledged Stock
Schedule 3	Perfection Matters
Schedule 4	Jurisdictions of Organization and Chief Executive Offices
Schedule 5	Intellectual Property
ANNEXES
Annex I	Assumption Agreement
Annex II	Other Pari Passu Lien Secured Party Consent

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          SECOND LIEN COLLATERAL AGREEMENT, dated as of December 9, 2010, among CLEARWIRE COMMUNICATIONS LLC (the “Company”), CLEARWIRE FINANCE, INC. (“Finance Co” and together with the Company, the “Issuers”), all of the other Subsidiaries of the Issuers listed on Annex A hereto or that become a party hereto pursuant to Section 7.16 hereof (each such subsidiary being a “Guarantor” and, the Guarantors, Finance Co and the Company are referred to collectively as the “Grantors”), and Wilmington Trust FSB, as collateral agent (the “Second-Priority Collateral Agent”), pursuant to an indenture, dated as of December 9, 2010 (as amended, supplemented or otherwise modified from time to time, the “Second-Priority Indenture”) among the Issuers, each Guarantor, and Wilmington Trust FSB, as trustee (the “Second-Priority Trustee”) on behalf of the holders of the Second-Priority Notes (as defined below) (the “Holders”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Second-Priority Indenture, unless the context otherwise requires.

W I T N E S S E T H:

          WHEREAS, pursuant to the Second-Priority Indenture, the Company has issued, or will issue $500 million principal amount of 12% second-priority secured notes due 2017 (together with the Rollover Second-Priority Notes and any Additional Second-Priority Notes issued pursuant to the Second-Priority Indenture, the “Second-Priority Notes”) upon the terms and subject to the conditions set forth therein;

          WHEREAS, pursuant to the Second-Priority Indenture each Guarantor party thereto has unconditionally and irrevocably guaranteed, as primary obligor and not merely as surety, to the Second-Priority Trustee, for the benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations;

          WHEREAS, the Second-Priority Trustee has been appointed to serve as Second-Priority Collateral Agent under the Second-Priority Indenture and, in such capacity, to enter into this Agreement;

          WHEREAS, following the date hereof, if not prohibited by the Second-Priority Indenture, the Grantors may incur Permitted Additional Junior Lien Obligations which are secured equally and ratably with the Grantors’ obligations in respect of the Second-Priority Notes in accordance with Section 7.19 of this Agreement;

          WHEREAS, each Grantor will derive substantial direct and indirect benefits from the execution, delivery and performance of the obligations under the Second-Priority Indenture, the Second-Priority Notes and any Permitted Additional Junior Lien Obligations and each is, therefore, willing to enter into this Agreement;

          WHEREAS, this Agreement is made by the Grantors in favor of the Second-Priority Collateral Agent for the benefit of the Secured Parties to secure the payment and performance in full when due of the Obligations;

          WHEREAS, each Grantor is a Domestic Subsidiary of the Company; and

          NOW, THEREFORE, in consideration of the premises and to induce the Second-Priority Collateral Agent to enter into the Second-Priority Indenture and induce the Holders to purchase the Second-Priority Notes, each of the Grantors hereby agree with the Second-Priority Collateral Agent, for the benefit of the Secured Parties, as follows:

          SECTION 1. DEFINED TERMS

          1.1. Definitions.

          (a) Unless otherwise defined herein, terms defined in the Second-Priority Indenture and used herein shall have the meanings given to them in the Second-Priority Indenture, and the following terms are used herein as defined in the New York UCC: Accounts, Certificated Security, Chattel Paper, Documents, Equipment, Farm Products, General Intangibles, Goods, Instruments, Inventory, Letter-of-Credit Rights, Payment Intangibles and Supporting Obligations.

          (b) The following terms shall have the following meanings:

     “Agreement”: this Second Lien Collateral Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

     “Applicable Authorized Representative”: the collateral agent (or other authorized representative) representing the series of Indebtedness secured hereby with the greatest outstanding aggregate principal amount, it being understood that all Second-Priority Notes issued under the Second-Priority Indenture shall be considered a single series of Indebtedness.

     “Authorized Representative”: any duly authorized representative of any holder of Permitted Additional Junior Lien Obligations under any Other Pari Passu Lien Agreement designated as “Authorized Representative” for such holder in an Other Pari Passu Lien Secured Party Consent delivered to the Second-Priority Collateral Agent.

     “Collateral”: as defined in Section 2.2.

     “Collateral Account”: any collateral account established by the Second-Priority Collateral Agent as provided in Section 5.3.

     “Copyrights”: (i) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished, all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office listed in Schedule 5, and (ii) the right to obtain all renewals thereof.

     “Copyright Licenses”: any written agreement naming any Grantor as licensor or licensee (including, without limitation, those agreements listed in Schedule 5), granting

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any right under any Copyright, including, without limitation, the grant of rights to distribute and reproduce materials derived from any Copyright.

     “Deposit Account”: as defined in the Uniform Commercial Code of any applicable jurisdiction and, in any event, including, without limitation, any demand, time, savings, passbook or like account maintained with a depositary institution.

     “Discharge of Obligations”: shall mean both (i) in the case of the Second-Priority Indenture, the discharge or defeasance of the Second-Priority Indenture in accordance with Sections 401, 1302 and 1303 thereof and (ii) in the case of each Other Pari Passu Lien Agreement, the repayment of the Permitted Additional Junior Lien Obligations under such agreement or such other event which entitles the Grantors to obtain a release of the Liens securing such Permitted Additional Junior Lien Obligations under the Second-Priority Security Documents.

     “Excluded Assets”: (A) any application for registration of a Trademark filed in the United States Patent and Trademark Office on an intent-to-use basis to the extent that the grant of a security interest in any such Trademark application would adversely affect the validity or enforceability or result in cancellation of such Trademark application, provided, however, that such Trademark applications shall be considered Collateral upon the filing of a Statement of Use or an Amendment to Allege Use has been filed and accepted in the United States Patent and Trademark Office, (B) real property (other than any goods that are fixtures), (C) any contract, Copyright License, Patent License or Trademark License, in each case to the extent the grant by the relevant Grantor of a security interest pursuant to this Agreement in such Grantor’s right, title and interest in such property (i) is prohibited by any contract, agreement, instrument, indenture existing on the Issue Date (or in the case of assets acquired after the Issue Date, existing at the time of acquisition to the extent such prohibition was not imposed in contemplation of such acquisition) or Requirement of Law of any Governmental Authority governing such property, (ii) would give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder, or (iii) is permitted only with the consent of another party (including, without limitation, consent of any Governmental Authority), if such consent has not been obtained; (D) any FCC Licenses or Spectrum Leases to the extent the grant by the relevant Grantor of a security interest therein pursuant to this Agreement is prohibited by the Communications Act of 1934, as amended, and the rules, regulations, and policies promulgated thereunder by the Federal Communications Commission, including (a) restrictions on granting security interests in FCC License Rights, as discussed more fully in Section 7.6, and (b) requirement of the prior approval of the FCC, as discussed more fully in Section 7.6; provided, that none of the following property shall be Excluded Assets: (1) any Receivable or any money or other amounts due or to become due under any such contract, agreement, instrument or indenture set out in the foregoing clauses (C) (i) through (iii) and (D) and (2) in the case of the exclusions set forth in clause (D), any rights incident or appurtenant to the FCC Licenses and Spectrum Leases, any proceeds of FCC Licenses or Spectrum Leases, and the right to receive all monies, consideration and proceeds derived from or in connection with the sale, assignment, transfer, or other disposition of the FCC Licenses or Spectrum Leases, and the right to

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exercise rights and actions against the lessor, licensor or other party to the Spectrum Lease; (E) property subject to Liens existing on the Issue Date (after giving effect to the issuance of Second-Priority Notes and the use of proceeds therefrom as described in the offering memorandum dated December 2, 2010 and other than Liens securing the Obligations under the Second-Priority Indenture and the Existing Secured Second-Priority Notes and the First-Priority Second-Priority Notes) or Liens permitted under clause (6) of the definition of “Permitted Liens” in the Second-Priority Indenture, in each case to the extent any agreement governing such Lien, purchase money Liens or Capital Lease Obligations with respect to such property contains a negative pledge clause that prohibits a grant by the relevant Grantor of a security interest for the benefit of the Secured Parties pursuant to this Agreement in such Grantor’s right, title and interest in such property; (F) Vehicles; (G) Capital Stock and assets of Unrestricted Subsidiaries and of any Foreign Subsidiaries, (H) Capital Stock of joint ventures if the pledge of such stock would cause a breach or default or require a consent that has not been obtained, in each case under the terms of any agreement as in effect on the Issue Date (or in the case of joint ventures entered into after the Issue Date, in effect at the time of Investment in such joint venture to the extent the relevant prohibition was not imposed in contemplation of avoiding the Liens in favor of noteholders) of such joint venture and (J) cash provided by any Federal Grant Program and any assets (other than Spectrum Assets) acquired solely with such cash, in each case to the extent such funds and assets are prohibited from being pledged or otherwise encumbered pursuant to the rules and regulations of such Federal Grant Program.

     “Final Date” shall mean the date upon which there has been a Discharge of Obligations with respect to the Second-Priority Indenture and each Other Pari Passu Lien Agreement.

     “Foreign Subsidiary Voting Stock”: the voting Capital Stock of any Foreign Subsidiary.

     “Governmental Authority”: any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

     “Intellectual Property”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Patents, and the Trademarks, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

     “Investment Property”: the collective reference to (i) all “investment property” as such term is defined in Section 9-102(a)(49) of the New York UCC (other than any Foreign Subsidiary Voting Stock excluded from the definition of “Pledged Stock”) and (ii) whether or not constituting “investment property” as so defined, all Pledged Stock.

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     “Material Adverse Effect”: a material adverse effect on (a) the business, properties, operations or condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole, (b) the validity or enforceability of this Agreement or any of the other material Second-Priority Note Document or the material rights or remedies of the Second-Priority Collateral Agent or the Secured Parties hereunder or thereunder or (c) the ability of the Grantors, taken as a whole, to perform the obligations under the Second-Priority Note Documents.

     “New York UCC”: the Uniform Commercial Code as from time to time in effect in the State of New York.

     “Second-Priority Notes Obligations” shall mean the collective reference to (i) all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Grantor at the rate provided for in the respective documentation, whether or not such claim for post-petition interest is allowed in any such proceeding)) owing to the Second-Priority Collateral Agent, the Second-Priority Trustee and the Holders under the Second-Priority Notes, the Second-Priority Indenture and the other Second-Priority Note Documents and the due performance and compliance by the Grantors with all of the terms, conditions and agreements contained in the Second-Priority Notes, the Second-Priority Indenture and the other Second-Priority Note Documents; (ii) any and all sums advanced by the Second-Priority Collateral Agent at its sole discretion in accordance with the Second-Priority Indenture or any of the other Second-Priority Note Documents in order to preserve the Collateral or preserve its security interest in the Collateral; (iii) in the event of any proceedings for the collection or enforcement of any indebtedness, obligations, or liabilities of the Grantors referred to in clause (i) above, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Second-Priority Collateral Agent of its rights hereunder, together with reasonable attorneys’ fees and court costs.

     “Obligations”: the collective reference to the Second-Priority Notes Obligations and the Permitted Additional Junior Lien Obligations.

     “Other Pari Passu Lien Agreement”: shall mean any indenture, credit agreement or other agreement, if any, pursuant to which any Grantor has or will incur Permitted Additional Junior Lien Obligations; provided that, in each case, the Indebtedness thereunder has been designated as Permitted Additional Junior Lien Obligations pursuant to and in accordance with Section 7.19.

     “Other Pari Passu Lien Secured Party Consent” shall mean a consent in the form of Annex II to this Agreement executed by the Authorized Representative of any holders of Permitted Additional Junior Lien Obligations pursuant to Section 7.19.

     “Patents”: (i) all letters patent of the United States, any other country or any political subdivision thereof, and all reissues and extensions thereof, including, without

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limitation, any letters patent of the United States listed in Schedule 5, (ii) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including, without limitation, any applications for letters patent of the United States listed in Schedule 5, and (iii) all rights to obtain any reissues or extensions of the foregoing.

     “Patent License”: all written agreements providing for the grant by or to any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule 5.

     “Pledged Stock”: the shares of Capital Stock listed on Schedule 2, together with any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Capital Stock of any Person (other than Excluded Assets) that may be issued or granted to, or held by, any Grantor while this Agreement is in effect; provided that Pledged Stock shall not include the Capital Stock of (i) Unrestricted subsidiaries, (ii) any Foreign Subsidiary, (iii) Finance Co and (iv) joint ventures if the pledge of such Capital Stock would cause a breach or default or require a consent that has not been obtained, in each case under the terms of any agreement as in effect on the Issue Date (or in the case of joint ventures entered into after the Issue Date, in effect at the time of Investment in such joint venture to the extent the relevant prohibition was not imposed in contemplation of avoiding the Liens in favor of the Holders of Second-Priority Notes) of such joint venture.

     “Pledged Stock Issuers”: the collective reference to each issuer of any Pledged Stock.

     “Proceeds”: all “proceeds” as such term is defined in Section 9-102(a)(64) of the Uniform Commercial Code in effect in the State of New York on the date hereof and, in any event, including, without limitation, all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect thereto.

     “Receivable”: any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including, without limitation, any Account).

     “Required Secured Parties” shall mean the holders of a majority in an aggregate outstanding principal amount of (i) the Second-Priority Notes, subject in all cases to Section 902 of the Second-Priority Indenture, and (ii) any Indebtedness constituting Permitted Additional Junior Lien Obligations, in each case, excluding for all purposes of this definition any holder of such debt whose vote is required to be disregarded under the Second-Priority Indenture or the applicable Other Pari Passu Lien Agreement.

     “Secured Parties”: shall mean (i) the Holders; (ii) the Second-Priority Trustee, (iii) the Second-Priority Collateral Agent, (iv) the holders of any Permitted Additional Junior Lien Obligation, (v) any Authorized Representative; (vi) the beneficiaries of each indemnification obligation undertaken by the Issuers or the Guarantors under any

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Second-Priority Note Document and (vii) any successors, indorsees, transferees and assigns of each of the foregoing.

     “Securities Act”: the Securities Act of 1933, as amended.

     “Trademarks”: (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, including, without limitation, any registrations and applications in respect of the foregoing in the United States Patent and Trademark Office listed in Schedule 5, and (ii) the right to obtain all renewals thereof.

     “Trademark License”: any written agreement providing for the grant by or to any Grantor of any right to use any Trademark, including, without limitation, any of the foregoing agreements listed in Schedule 5.

     “Vehicles”: all cars, trucks, trailers, construction and earth moving equipment and other vehicles covered by a certificate of title law of any state and, in any event including, without limitation, all tires and other appurtenances to any of the foregoing.

          1.2. Other Definitional Provisions.

          (a) The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified.

          (b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

          (c) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.

          SECTION 2. GRANT OF SECURITY INTEREST

          Each Grantor hereby assigns and transfers to the Second-Priority Collateral Agent, and hereby grants to the Second-Priority Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations:

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          (a) all Accounts;

          (b) all Chattel Paper;

          (c) all Deposit Accounts;

          (d) all Documents;

          (e) all Equipment;

          (f) all General Intangibles;

          (g) all Instruments;

          (h) all Intellectual Property;

          (i) all Inventory;

          (j) all Investment Property;

          (k) all Letter-of-Credit Rights;

          (l) all Goods;

          (m) all FCC License Rights;

          (n) all books and records pertaining to the Collateral;

     (o) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing, all Supporting Obligations in respect of any of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; and

provided, that the Collateral shall not include the Excluded Assets.

          Notwithstanding anything herein to the contrary, no Grantor shall be required to take any actions to perfect the security interest in any Collateral granted hereunder, other than (i) the filings of the financing statements (but not “fixture filings,” as such term is defined in the UCC) in the jurisdiction of organization of such Grantor and (ii) filings with the United States Patent and Trademark Office and United States Copyright Office.

          The lien and security interest in the Collateral granted to the Second-Priority Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and the exercise of any right or remedy by the Second-Priority Collateral Agent hereunder with respect to the Collateral is subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.

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          SECTION 3. REPRESENTATIONS AND WARRANTIES

          To induce the Second-Priority Collateral Agent to enter into the Second-Priority Indenture and to induce the Holders to purchase the Second-Priority Notes, each Grantor hereby represents and warrants to the Second-Priority Collateral Agent and each Secured Party that:

          3.1. Title; No Other Liens. Except for the security interest granted to the Second-Priority Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Second-Priority Indenture and each Other Pari Passu Lien Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. For the avoidance of doubt, it is understood and agreed that any Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned, in-licensed or developed by a Grantor to the extent permitted by the Second-Priority Indenture. For purposes of this Agreement and the other Second-Priority Note Documents, any licenses resulting from such licensing activity, and any existing licenses granted in the ordinary course, shall not constitute a “Lien” on such Intellectual Property. Each of the Second-Priority Collateral Agent and each other Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Second-Priority Collateral Agent to utilize, sell, lease, license, assign or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

          3.2. Perfected Second Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Second-Priority Collateral Agent in completed and duly executed form) within the time periods prescribed under applicable law, will constitute valid perfected security interests (to the extent such matter is governed by laws of the United States or a jurisdiction therein) in all of the Collateral (to the extent that a security interest therein may be perfected by the filing of Uniform Commercial Code financing statements and such other filings specified on Schedule 3) in favor of the Second-Priority Collateral Agent, for the benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except to the extent otherwise permitted by the Second-Priority Indenture and each Other Pari Passu Lien Agreement; except that additional filings may be required to grant a valid perfected second priority security interest in any Intellectual Property acquired after the date hereof.

          3.3. Jurisdiction of Organization; Chief Executive Office. On the date hereof, such Grantor’s jurisdiction of organization, identification number from the jurisdiction of organization (if any), and the location of such Grantor’s chief executive office or sole place of business or principal residence, as the case may be, are specified on Schedule 4. Such Grantor has furnished to the Second-Priority Collateral Agent a certified charter, certificate of incorporation or other organization document and long-form good standing certificate as of a date which is recent to the date hereof.

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          3.4. Investment Property.

          (a) The shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of each Pledged Stock Issuer owned by such Grantor and such shares are uncertificated.

          (b) All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable.

          (c) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and the other Lien permitted to exist on the Collateral by the Second-Priority Indenture and each other Pari Passu Lien Agreement.

          3.5. Intellectual Property.

          (a) Schedule 5 lists all issuances, registrations and applications in respect of Intellectual Property owned by such Grantor in its own name on the date hereof.

          (b) On the date hereof, all Intellectual Property owned by such Grantor listed on Schedule 5 (i) is subsisting, unexpired and has not been abandoned and, to the knowledge of such Grantor, is valid and enforceable, and (ii) to the knowledge of such Grantor, does not infringe any Intellectual Property rights of any other Person, except as could not reasonably be expected to have a Material Adverse Effect.

          (c) Except as set forth in Schedule 5, on the date hereof, none of the Intellectual Property listed on Schedule 5, is the subject of any Copyright License, Trademark License or Patent License pursuant to which such Grantor is the licensor.

          SECTION 4. COVENANTS

          Each Grantor covenants and agrees with the Second-Priority Collateral Agent and the Secured Parties that, from and after the date of this Agreement until the Obligations shall have been paid in full and the Commitments terminated (other than contingent indemnity obligations not due and payable):

          4.1. Covenants in Second-Priority Indenture. In the case of each Grantor, such Grantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Grantor or any of its Subsidiaries.

          4.2. Maintenance of Insurance.

          (a) Such Grantor will maintain insurance policies in accordance with the Second-Priority Indenture.

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          (b) The Issuers shall deliver to the Second-Priority Collateral Agent a report of a reputable insurance broker with respect to such insurance substantially concurrently with the delivery by the Company to the Second-Priority Collateral Agent of its audited financial statements for each fiscal year.

          4.3. Maintenance of Perfected Security Interest; Further Documentation.

          (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2, to the extent required herein, and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Second-Priority Indenture and/or the Second-Priority Note Documents to dispose of the Collateral and permitted Liens under the Second-Priority Indenture.

          (b) Such Grantor will furnish to the Second-Priority Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor as the Second-Priority Collateral Agent may reasonably request, all in reasonable detail.

          (c) At any time and from time to time, upon the written request of the Second-Priority Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Second-Priority Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted; provided that other than as required pursuant to Section 1018 of the Second-Priority Indenture in no event shall any Grantor be required to perfect any Lien by means other than the making of filings, registrations or recordings required for perfection under the laws of the United States or any jurisdiction thereof, to the extent required by the terms hereof. In furtherance of the foregoing, no Grantor shall be required to deliver share certificates or to enter into control agreements.

          (d) Promptly following the acquisition by an Issuer or any Subsidiary Guarantor of any After-Acquired Property constituting Collateral under this Agreement, such Issuer or such Subsidiary Guarantor shall take all necessary action so that the security interest in such Collateral is perfected to the extent required by this Agreement and the other Second-Priority Security Documents.

          4.4. Changes in Name, etc.

          (a) No Spectrum Entity that is a Domestic Subsidiary shall change its jurisdiction of formation to any jurisdiction outside the United States.

          (b) The Issuers will furnish to the Second-Priority Collateral Agent, with respect to any Grantor, promptly (and in any event within 30 days of such change) written notice of any change in such Person’s (i) legal name, (ii) jurisdiction of organization or formation, (iii) identity or corporate structure or (iv) organizational identification number. The Grantors will agree not to effect or permit any change referred to in the preceding sentence unless all filings

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have been made under the Uniform Commercial Code or otherwise that are required hereunder or under the other Second-Priority Security Documents in order for the Second-Priority Collateral Agent to be made subject to the Lien of the Second-Priority Collateral Agent hereunder or under the other Second-Priority Security Documents in the manner and to the extent required by the Second-Priority Indenture or any of the Second-Priority Security Documents and shall take all necessary action so that such Lien is perfected with the same priority as immediately prior to such change to the extent required by the Second-Priority Security Documents. The Issuers also agree promptly to notify the Second-Priority Collateral Agent if any material portion of the Collateral is damaged, destroyed or condemned.

          (c) Each year, within 120 days after the end of the preceding fiscal year, the Issuers shall deliver to the Second-Priority Trustee a certificate of a financial officer setting forth the information required pursuant to the schedules required by the Second-Priority Security Documents or confirming that there has been no change in such information since the date of the prior annual financial statements.

          4.5. Notices. Each Grantor will advise the Second-Priority Collateral Agent and the Secured Parties promptly, in reasonable detail, of:

     (a) any Lien (other than security interests created hereby or Liens permitted under the Second-Priority Indenture and each Other Pari Passu Lien Agreement) on any of the Collateral which would adversely affect the ability of the Second-Priority Collateral Agent to exercise any of its remedies hereunder; and

     (b) the occurrence of any other event which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the security interests created hereby, including priority of such security interest as applicable.

          4.6. Investment Property.

          (a) Subject to the terms of the Intercreditor Agreement, after the occurrence and during the continuation of an Event of Default, upon Second-Priority Collateral Agent’s written request, any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Pledged Stock Issuer shall be paid over to the Second-Priority Collateral Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property, or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Pledged Stock Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Second-Priority Collateral Agent, be delivered to the Second-Priority Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Second-Priority Collateral Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. Notwithstanding the foregoing, the Grantors shall not be required to pay over to the Second-Priority Collateral Agent or deliver to the Second-Priority Collateral Agent as Collateral

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(A) any proceeds of any liquidation or dissolution of any Pledged Stock Issuer, or any distribution of capital or property in respect of any Investment Property, to the extent that (i) such liquidation, dissolution or distribution, if treated as a Disposition of the relevant Pledged Stock Issuer, would be permitted by the Second-Priority Indenture and (ii) the proceeds thereof are applied in accordance with the Second-Priority Indenture or (B) distributions permitted under the Second-Priority Indenture.

          (b) Such Grantor will not (i) vote to enable, or take any other action to permit, any Pledged Stock Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Pledged Stock Issuer, unless, with respect to any such stock or equity securities or other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Pledged Stock Issuer such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2, to the extent required herein, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Stock or Proceeds thereof (except pursuant to a transaction expressly permitted by the Indenture), (ii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged Stock or Proceeds thereof, or any interest therein, except for the security interests created or permitted by this Agreement or as permitted under the Indenture, (iii) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Second-Priority Collateral Agent to sell, assign or transfer any of the Pledged Stock or Proceeds thereof or (iv) deliver certificates representing Pledged Stock of any Subsidiary to any Person to perfect a Permitted Lien, other than to the Second-Priority Collateral Agent or the First-Priority Collateral Agent (as defined in the Intercreditor Agreement).

          (c) In the case of each Grantor which is a Pledged Stock Issuer, such Pledged Stock Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Stock issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Second-Priority Collateral Agent promptly in writing of the occurrence of any of the events described in Section 4.6(a) with respect to the Pledged Stock issued by it and (iii) the terms of Sections 5.2(c) and 5.6 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.2(c) or 5.6 with respect to the Pledged Stock issued by it.

          (d) In the case of each Grantor which is a Pledged Stock Issuer, such Pledged Stock Issuer that is a partnership or a limited liability company (i) confirms that none of the terms of any equity interest issued by it provides that such equity interest is a “security” within the meaning of Sections 8-102 and 8-103 of the New York UCC (a “Security”), (ii) agrees that it will take no action to cause or permit any such equity interest to become a Security, (iii) agrees that it will not issue any certificate representing any such equity interest and (iv) agrees that if, notwithstanding the foregoing, any such equity interest shall be or become a Security, such Pledged Stock Issuer (x) will subject to the Intercreditor Agreement (and the Grantor that holds such equity interest hereby instructs such Pledged Stock Issuer to) comply with instructions originated by the Second-Priority Collateral Agent without further consent by such Grantor and (y) hereby covenants and agrees not to deliver any stock certificates or other instruments representing

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such Security to any Person other than the Second-Priority Collateral Agent or the First-Priority Collateral Agent (as defined in the Intercreditor Agreement).

          4.7. Intellectual Property.

          (a) Such Grantor, either itself or through licensees, will (i) as deemed necessary in such Grantor’s reasonable business judgment, continue to use each material U.S. Trademark in connection with each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any claim of abandonment for non-use in the United States, (ii) maintain as in the past the quality of products and services offered under such material Trademark in the United States, (iii) use such material Trademark with the appropriate notice of registration and all other notices and legends required by applicable requirements of law in the United States, (iv) not adopt or use any new mark or any mark in the United States which is confusingly similar or a colorable imitation of such Trademark unless such mark shall be considered Collateral and subject to the terms of this Agreement, and (iv) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such material Trademark may become abandoned, invalidated or impaired in any material respect in the United States other than as set forth in (i) above.

          (b) Such Grantor (either itself or through licensees) will not do any act, or omit to do any act, whereby any material U.S. issued Patent could reasonably be expected to become forfeited, abandoned or dedicated to the public, other than through expiration of any statutory term.

          (c) Such Grantor (either itself or through licensees) (i) will not (and will not permit any licensee or sublicense thereof) do any act or knowingly omit to do any act whereby any material portion of any of the material U.S. Copyrights may become invalided or otherwise impaired, and (ii) will not (either itself or through licensees) do any act whereby any material portion of any of the material U.S. Copyrights may fall into the public domain, other than through expiration of any statutory term.

          (d) Such Grantor (either itself or through licensees) will not do any act that knowingly uses any material Intellectual Property to infringe the intellectual property rights of any other Person in the United States.

          (e) Such Grantor will notify the Second-Priority Collateral Agent and the Secured Parties immediately if it knows, or has reason to know, that any application or registration relating to any material Intellectual Property in the United States may become forfeited, abandoned or dedicated to the public, or of any adverse determination in the United States other than routine initial refusals to register that call for a response (including, without limitation, the institution against Grantor of, or any such determination in, any proceeding in the United States Patent and Trademark Office or the United States Copyright Office) regarding such Grantor’s ownership of, or the validity of, any material U.S. Intellectual Property owned by such Grantor or such Grantor’s right to register the same or to own and maintain the same in the United States.

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          (f) Whenever such Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Intellectual Property with the United States Patent and Trademark Office or the United States Copyright Office, such Grantor shall report such filing to the Second-Priority Collateral Agent as promptly as reasonably practicable after the last day of the fiscal quarter in which such filing occurs and execute and deliver, and have recorded with the United States Patent and Trademark Office and United States Copyright Office, as applicable, any and all agreements, instruments, documents, and papers as are necessary or as the Second-Priority Collateral Agent may reasonably request to evidence the Second-Priority Collateral Agent’s and the Secured Parties’ security interest in any Copyright, Patent or Trademark that is the subject of such application.

          (g) Such Grantor will, as deemed necessary in such Grantor’s reasonable business judgment, take all reasonably necessary steps including, without limitation, in any proceeding before the United States Patent and Trademark Office and the United States Copyright Office, to maintain and pursue each application relating to any material Intellectual Property owned by such Grantor (and to obtain the relevant registration) and to maintain each registration of the material Intellectual Property owned by such Grantor, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability, except as provided in Section 4.7(a)(i).

          (h) In the event that any Grantor knows, or has reason to know, that any material Intellectual Property owned by such Grantor is being infringed, misappropriated, diluted or otherwise violated by a third party, such Grantor shall (i) take such actions as such Grantor shall reasonably deem appropriate in its reasonable business judgment under the circumstances to protect such Intellectual Property and (ii) if such Intellectual Property is deemed by such Grantor to be of material economic value, as promptly as reasonably practicable notify the Second-Priority Collateral Agent after it learns thereof and, if Grantor reasonably deems such action to be appropriate in its reasonable business judgment under the circumstances, sue for infringement, misappropriation, dilution or other violation (as the case may be), seek injunctive relief , and recover any and all damages for such infringement, misappropriation, dilution or other violation or settle such action.

          SECTION 5. REMEDIAL PROVISIONS

          5.1. Communications with Obligors; Grantors Remain Liable.

          (a) Subject to the terms of the Intercreditor Agreement, upon the request of the Second-Priority Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall notify obligors on the Receivables that the Receivables have been assigned to the Second-Priority Collateral Agent for the benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Second-Priority Collateral Agent.

          (b) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables (or any agreement giving rise thereto) to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Second-Priority

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Collateral Agent nor any Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Second-Priority Collateral Agent or any Secured Party of any payment relating thereto, nor shall the Second-Priority Collateral Agent or any Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

          5.2. Pledged Stock.

          (a) Unless an Event of Default shall have occurred and be continuing and the Second-Priority Collateral Agent shall have given notice to the relevant Grantor of the Second-Priority Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock, in each case paid, to the extent permitted in the Second-Priority Indenture, and to exercise all voting and corporate rights with respect to the Pledged Stock; provided, however, that no vote shall be cast or corporate right exercised or other action taken which would result in any violation of any provision of the Second-Priority Indenture, this Agreement or any other Second-Priority Note Document.

          (b) Subject to the terms of the Intercreditor Agreement, if an Event of Default shall occur and be continuing and the Second-Priority Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Second-Priority Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Stock and make application thereof to the Obligations in the order set forth in Section 5.4, and (ii) any or all of the Pledged Stock shall be registered in the name of the Second-Priority Collateral Agent or its nominee, and the Second-Priority Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Stock at any meeting of shareholders of the relevant Pledged Stock Issuer or Pledged Stock Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Pledged Stock Issuer, or upon the exercise by any Grantor or the Second-Priority Collateral Agent of any right, privilege or option pertaining to such Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Second-Priority Collateral Agent may determine), all without liability except to account for property actually received by it, but the Second-Priority Collateral Agent shall have no duty to any Grantor or any other Person to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

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          (c) Each Grantor hereby authorizes and instructs each Pledged Stock Issuer of any Pledged Stock pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Second-Priority Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Pledged Stock Issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Stock directly to the Second-Priority Collateral Agent.

          5.3. Proceeds To Be Turned Over to Second-Priority Collateral Agent. Subject to the terms of the Intercreditor Agreement, if an Event of Default shall occur and be continuing and at the election of Second-Priority Collateral Agent, all Proceeds (x) received by any Grantor in respect of any Collateral and (y) consisting of cash, checks and Instruments, shall be held by such Grantor in trust for the Second-Priority Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Second-Priority Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Second-Priority Collateral Agent, if required). All Proceeds received by the Second-Priority Collateral Agent hereunder shall be held in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Second-Priority Collateral Agent in a Collateral Account (or by such Grantor in trust for the Second-Priority Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4; provided that all funds in such Collateral Account shall be promptly released to Grantor upon the cure or waiver of any such Event of Default.

          5.4 Application of Proceeds.

          (a) Subject to the terms of the Intercreditor Agreement, if an Event of Default shall have occurred and be continuing, at the Second-Priority Collateral Agent’s election, all or any part of Proceeds constituting Collateral in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Second-Priority Collateral Agent or any Secured Parties of the remedies with respect to Collateral, whether or not held in any Collateral Account, shall be applied by the Second-Priority Collateral Agent in payment of the Obligations in the following order:

     (i) First, to pay incurred and unpaid fees and expenses and indemnities of the Second-Priority Collateral Agent and the Second-Priority Trustee under the Second-Priority Note Documents;

     (ii) Second, to the extent proceeds remain after the application pursuant to preceding clause (i), pro rata (based on the respective amounts of Obligations described in subclauses (x) and (y) below) to (x) the Second-Priority Trustee, based on the amount of Obligations then outstanding under the Second-Priority Indenture, for application as provided in the Second-Priority Indenture and (y) each Authorized Representative, based on the amount of Obligations then outstanding under the Other Pari Passu Lien Agreement pursuant to which it is acting as such, for application as provided in such Other Pari Passu Lien Agreement; and

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     (iii) Third, any balance of such Proceeds remaining after the Obligations shall have been paid in full shall be paid over to the Company or to whomsoever may be lawfully entitled to receive the same.

          If, despite the provisions of this Section 5.4(a)(ii), any Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Obligations to which it is then entitled in accordance with this Section 5.4(a), such Secured Party shall hold such payment or recovery in trust for the benefit of all Secured Parties for distribution in accordance with this Section 5.4(a).

          (b) Each of the Secured Parties acknowledges and agrees that notwithstanding the date, time or creation of any Liens securing any of the Obligations under this Agreement or the Second-Priority Security Documents, the Obligations shall be equally and ratably secured by the Liens of this Agreement and the Second-Priority Security Documents and all Liens securing any of the Obligations (and any proceeds received from the enforcement of any such Liens) shall be for the equal and ratable benefit of all Secured Parties and shall be applied as provided in clause (a) above. Each Secured Party, by its acceptance of the benefits hereunder and of the Second-Priority Security Documents, hereby agrees for the benefit of the other Secured Parties that, to the extent any additional or substitute collateral for any of the Obligations is delivered by a Grantor to or for the benefit of any Secured Party, such collateral shall be subject to the provisions of this clause (b).

          (c) Each of the Secured Parties hereby agrees not to challenge or question in any proceeding the validity or enforceability of any Second-Priority Security Document (in each case as a whole or any term or provision contained therein) or the validity of any Lien or financing statement in favor of the Second-Priority Collateral Agent for the benefit of the Secured Parties as provided in this Agreement and the other Second-Priority Security Documents, or the relative priority of any such Lien.

          5.5. Applicable Authorized Representative and Exercise of Remedies. The Applicable Authorized Representative shall direct the Second-Priority Collateral Agent in exercising any right, power, discretionary duty or other remedy available to the Second-Priority Collateral Agent under this Agreement or any Second-Priority Security Document and the other Secured Parties shall not have a right to take any actions with respect to the Collateral. If the Second-Priority Collateral Agent shall not have received appropriate instruction within 10 days of a request therefor from the Applicable Authorized Representative (or such shorter period as reasonably may be specified in such notice or as may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action as it shall deem to be in the best interests of the Secured Parties and the Second-Priority Collateral Agent shall have no liability to any Person for such action or inaction.

          5.6. Code and Other Remedies. If an Event of Default shall occur and be continuing, the Second-Priority Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Second-Priority Collateral Agent, without demand of performance

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or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Second-Priority Collateral Agent or any Secured Parties or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem commercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk. The Second-Priority Collateral Agent or any Secured Parties shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Second-Priority Collateral Agent’s request, to assemble the Collateral and make it available to the Second-Priority Collateral Agent at places which the Second-Priority Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Second-Priority Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Second-Priority Collateral Agent and the Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in the order, and only after such application and after the payment provided in Section 5.4(a) by the Second-Priority Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Second-Priority Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Second-Priority Collateral Agent or any Secured Parties arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition or such shorter period as may be otherwise commercially reasonable and proper.

          5.7. Registration Rights.

          (a) Upon acceleration of obligations pursuant to Section 502 of the Second-Priority Indenture, if the Second-Priority Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to Section 5.5, and if in the opinion of the Second-Priority Collateral Agent it is necessary or advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act, the relevant Grantor will cause the Pledged Stock Issuer thereof to (i) execute and deliver, and cause the directors and officers of such Pledged Stock Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Second-Priority Collateral Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its commercially reasonable efforts to cause the registration statement relating thereto to become effective and to remain effective for a

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period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of counsel to the Second-Priority Collateral Agent, are necessary or advisable, in order to conform with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Grantor agrees to use commercially reasonable efforts to cause such Pledged Stock Issuer to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section II(a) of the Securities Act.

          (b) Each Grantor recognizes that the Second-Priority Collateral Agent may be unable to, or may determine in its absolute discretion not to, effect a registration of any or all the Pledged Stock, and may determine to conduct one or more sales thereof to purchasers that would otherwise satisfy the requirements of the Securities Act (for the purposes of this section, a “Permitted Sale”). Each Grantor acknowledges and agrees that any such Permitted Sale may result in prices and other terms less favorable than if such sale were of Pledged Stock registered for public sale under the provisions of the Securities Act or under applicable state securities laws, and, notwithstanding such circumstances or any other circumstances, agrees that any such Permitted Sale shall be deemed to have been made in a commercially reasonable manner regardless of whether the Pledged Stock could have been registered for public sale under the provisions of the Securities Act or under applicable state securities laws. In no circumstances shall the Second-Priority Collateral Agent be under any obligation to register Pledged Stock under the provisions of the Securities Act or under applicable state securities laws, even if such Pledged Stock Issuer would agree to do so.

          (c) Each Grantor agrees to use its commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 5.7 valid and binding and in compliance with any and all other applicable requirements of law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 5.7 will cause irreparable injury to the Second-Priority Collateral Agent and the Secured Parties, that the Second-Priority Collateral Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 5.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Second-Priority Indenture.

          5.8. Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by the Second-Priority Collateral Agent or any Secured Parties to collect such deficiency, subject to Section 1411 of the Second-Priority Indenture.

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          SECTION 6. THE COLLATERAL AGENT

          6.1. Second-Priority Collateral Agent’s Appointment as Attorney-in-Fact, etc.

          (a) Each Grantor hereby irrevocably constitutes and appoints the Second-Priority Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Second-Priority Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following:

     (i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Second-Priority Collateral Agent for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable;

     (ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Second-Priority Collateral Agent may determine to evidence the Second-Priority Collateral Agent’s and the Secured Parties’ security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;

     (iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;

     (iv) execute, in connection with any sale provided for in Section 5.5 or 5.6, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and

     (v) (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Second-Priority Collateral Agent or as the Second-Priority Collateral Agent shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against

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such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Second-Priority Collateral Agent may deem appropriate; (7) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Second-Priority Collateral Agent shall in its sole discretion determine; and (8) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Second-Priority Collateral Agent were the absolute owner thereof for all purposes, and do, at the Second-Priority Collateral Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Second-Priority Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Second-Priority Collateral Agent’s and the Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

          Anything in this Section 6.1(a) to the contrary notwithstanding, the Second-Priority Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 6.1(a) unless an Event of Default shall have occurred and be continuing.

          (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Second-Priority Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

          (c) The reasonable out-of-pocket expenses of the Second-Priority Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1 shall be payable by such Grantor to the Second-Priority Collateral Agent within 10 days of demand or directly out of proceeds from any relevant Collateral, at the Second-Priority Collateral Agent’s discretion.

          (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

          (e) Notwithstanding anything to the contrary, upon the occurrence of Discharge of Obligations with respect to the Second-Priority Indenture, the Required Secured Parties shall be entitled to appoint a successor Second-Priority Collateral Agent under this Agreement and the other Second-Priority Security Documents.

          6.2. Duty of Second-Priority Collateral Agent.

          (a) The Second-Priority Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the

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Second-Priority Collateral Agent deals with similar property for its own account. Neither the Second-Priority Collateral Agent, any Secured Parties nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers, rights and discretionary duties conferred on the Second-Priority Collateral Agent and the Secured Parties hereunder are solely to protect the Second-Priority Collateral Agent’s and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Second-Priority Collateral Agent or any Secured Parties to exercise any such powers. The Second-Priority Collateral Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own (or their officers’, directors’, employees’ or agents’) bad faith, gross negligence or willful misconduct. In no event shall the Second-Priority Collateral Agent be liable for any special, exemplary, punitive or consequential damages.

          (b) To the extent that applicable law imposes duties on the Second-Priority Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it may be commercially reasonable for the Second-Priority Collateral Agent (i) to fail to incur expenses deemed significant by the Second-Priority Collateral Agent to prepare Collateral for disposition or otherwise to transform raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by applicable law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as such Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Second-Priority Collateral Agent against risks of loss, collection or disposition of Collateral or to provide to the Second-Priority Collateral Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Second-Priority Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Second-Priority Collateral Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section 6.2 is to provide non-exhaustive indications of what actions or omissions by the Second-Priority Collateral Agent may be commercially reasonable in the Second-Priority Collateral

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Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Second-Priority Collateral Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.2. Without limitation upon the foregoing, nothing contained in this Section 6.2 shall be construed to grant any rights to any Grantor or to impose any duties on the Second-Priority Collateral Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section 6.2.

          6.3. Execution of Financing Statements. Pursuant to any applicable law, each Grantor authorizes the Second-Priority Collateral Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Second-Priority Collateral Agent determines appropriate to perfect the security interests of the Second-Priority Collateral Agent under this Agreement; provided that such authorization will not impose any such duty on the Second-Priority Collateral Agent, such duty to remain with each Grantor. Each Grantor authorizes the Second-Priority Collateral Agent to use the collateral description “all assets of the Debtor whether now owned or hereinafter acquired and all proceeds thereof, other than Excluded Assets” or words of similar effect in any such financing statements. Each Grantor hereby ratifies and authorizes the filing by the Second-Priority Collateral Agent of any financing statement with respect to the Collateral made prior to the date hereof.

          6.4. Authority of Second-Priority Collateral Agent. Each Grantor acknowledges that the rights and responsibilities of the Second-Priority Collateral Agent under this Agreement with respect to any action taken by the Second-Priority Collateral Agent or the exercise or non-exercise by the Second-Priority Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Second-Priority Collateral Agent and the Secured Parties, be governed by the Second-Priority Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Second-Priority Collateral Agent and the Grantors, the Second-Priority Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

          6.5. Protections of Second-Priority Collateral Agent.

          (a) For all purposes of this Agreement, the Second-Priority Collateral Agent shall not be deemed to have notice or knowledge of any Event of Default or matter hereunder unless written notice of such event is received by the Second-Priority Collateral Agent or an officer of the Second-Priority Collateral Agent responsible for the administration of this Agreement has actual knowledge thereof.

          (b) Except for action expressly required hereunder (excluding circumstances in which the Second-Priority Collateral Agent has the ability but not an affirmative duty to act), nothing in this Agreement or any other Second-Priority Note Document shall be interpreted as giving the Second-Priority Collateral Agent responsibility for or any duty concerning the validity, perfection, priority or enforceability of any Lien or security interest in any Collateral or giving the Second-Priority Collateral Agent any obligation to take any action to procure or maintain

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such validity, perfection, priority or enforceability.

          (c) Neither the Second-Priority Collateral Agent nor any of its affiliates, directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Applicable Authorized Representative or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Second-Priority Collateral Agent nor any of its affiliates, directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement; (ii) the performance or observance of any of the covenants or agreements of a Grantor; (iii) the receipt of items required to be delivered to the Second-Priority Collateral Agent; or (iv) the validity, effectiveness or genuineness of this Agreement, the other Collateral Documents or any other instrument or writing furnished in connection herewith. The Second-Priority Collateral Agent shall not incur any liability solely by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex or similar writing) reasonably believed by it to be genuine or to be signed by the proper party or parties. The Second-Priority Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Second-Priority Note Document or any other document furnished in connection herewith or therewith in accordance with a written direction or a request of an the Applicable Authorized Representative.

          (d) Any Person into which the Second-Priority Collateral Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust assets as a whole or substantially as a whole, or any Person resulting from any such conversion, merger, consolidation, sale or transfer to which the Second-Priority Collateral Agent is a party, shall (provided it is otherwise qualified to serve as the Second-Priority Collateral Agent hereunder) be and become a successor Second-Priority Collateral Agent hereunder and be vested with all of the title to the Collateral and all of the trusts, powers, discretions, immunities, privileges, estates, properties, rights, duties and obligations as was its predecessor without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto or any other Person, anything herein to the contrary notwithstanding.

          (e) The Second-Priority Collateral Agent shall enjoy all the same rights, protections, indemnities and immunities granted to the Second-Priority Trustee under the Second-Priority Indenture or other Second-Priority Note Documents in addition to those contained in this Agreement and any such provisions are made explicitly a part hereof mutatis mutandis with references to the Second-Priority Trustee therein being deemed to refer to the Second-Priority Collateral Agent without regard to any Discharge of Obligations relating to the Second-Priority Indenture. In furtherance of the foregoing (but without limiting the generality thereof), the Grantors hereby agree to pay the fees, expenses and indemnities of the Second-Priority Collateral Agent on the same terms as the Issuers are obligated to pay such fees, expenses and indemnities pursuant to Section 1411 of the Second-Priority Indenture so long as this Agreement remains in effect and without regard to any Discharge of Obligations relating to the Second-Priority Indenture.

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          (f) The Second-Priority Collateral Agent may resign hereunder in accordance with the provisions set forth in Section 1410(g) of the Second-Priority Indenture.

          (g) The Second-Priority Collateral Agent shall not be deemed to have notice or knowledge of any of the facts, events, circumstances, or other matters relating to any Other Pari Passu Lien Agreement, nor shall it have any duty or be liable in any way to monitor, evaluate or verify compliance by any party thereof with any provisions of such Other Pari Passu Lien Agreement or the accuracy of information received by the Second-Priority Collateral Agent from the Applicable Authorized Representative. In any matter relating to the Other Pari Passu Obligations, the Second-Priority Collateral Agent may request and be fully protected in relying upon the statements, certificates, opinions, reports, notices, requests, directions, consents, orders, and other documents provided to the Second-Priority Collateral Agent by the Applicable Authorized Representative without further investigation or verification. The Second-Priority Collateral Agent shall in no event be liable or responsible for the performance of any obligation or duty hereunder to the extent it has requested instruction or other information from the Applicable Authorized Representative that is reasonably necessary to perform such duty hereunder and an appropriate response to such request has not been received.

          (h) The Second-Priority Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of the Applicable Authorized Representative that is not the Second-Priority Trustee, unless such Applicable Authorized Representative or the holders of Permitted Additional Junior Lien Obligations have offered to the Second-Priority Collateral Agent reasonable security or indemnity satisfactory to it against the costs, expenses, losses and liabilities which might be incurred by it in compliance with such request or direction.

          SECTION 7. MISCELLANEOUS

          7.1. Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by each affected Grantor and the Second-Priority Collateral Agent in accordance with Article Nine of the Second-Priority Indenture and in accordance with the terms and conditions of each Other Pari Passu Lien Agreement.

          7.2. Notices. All notices, requests and demands hereunder shall be effected in the manner provided for in Sections 105 and 106 of the Second-Priority Indenture and if to any Authorized Representative, as set forth in the applicable Other Pari Passu Secured Party Consent; provided that any such notice, request or demand to or upon any Grantor shall be addressed to such Grantor at its notice address set forth on Schedule 1.

          7.3. No Waiver by Course of Conduct; Cumulative Remedies. Neither the Second-Priority Collateral Agent nor any Secured Party shall by any act (except by a written instrument pursuant to Section 7.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Second-Priority Collateral Agent or any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude

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any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Second-Priority Collateral Agent or any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Second-Priority Collateral Agent or such Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

          7.4. Waivers. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Second-Priority Collateral Agent or any Secured Party arising out of the repossession, retention or sale of the Collateral, except such as arise out of the gross negligence of the Second-Priority Collateral Agent or such Secured Party as finally determined by a court of competent jurisdiction. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Second-Priority Collateral Agent or any Secured Party, any valuation, stay, appraisal, extension, moratorium, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale conferred by this Agreement, or otherwise. Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Agreement or any Collateral.

          7.5. Enforcement Expenses; Indemnification.

          (a) Each Grantor agrees to pay, indemnify or reimburse each Secured Party and the Second-Priority Collateral Agent for, all its reasonable, out-of-pocket costs and expenses incurred in collecting against such Grantor enforcing or preserving any rights under this Agreement, the other Second-Priority Note Documents, the Other Pari Passu Lien Agreements to which such Grantor is a party, including, without limitation, the reasonable, out-of-pocket fees and disbursements of counsel to each Secured Party and of counsel to the Second-Priority Collateral Agent subject to Section 1411 of the Second-Priority Indenture.

          (b) Each Grantor agrees to pay, indemnify and to save the Second-Priority Collateral Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes (if any) which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.

          (c) Each Grantor agrees to pay, and to save the Second-Priority Collateral Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Issuers would be required to do so pursuant to Section 1411 of the Second-Priority Indenture.

          (d) The agreements in this Section shall survive (i) any resignation or removal of the Second-Priority Collateral Agent hereunder or (ii) repayment of the Obligations and all

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other amounts payable under the Second-Priority Indenture, Second-Priority Notes, the other Second-Priority Note Documents and the Other Pari Passu Lien Agreements.

          7.6. FCC Compliance. Notwithstanding anything to the contrary contained herein:

     (a) The Collateral includes all rights of each Grantor under or relating to FCC License Rights and the proceeds thereof, provided that such security interest does not include at any time any FCC License Rights to the extent (but only to the extent) that at such time the Second-Priority Collateral Agent may not validly possess a security interest therein pursuant to the Communications Act of 1934, as amended, the regulations promulgated thereunder or any other applicable law, regulation, or policy, as in effect at such time, but such security interest does include, to the maximum extent permitted by law, all rights incident or appurtenant to the FCC License Rights and the right to receive all proceeds derived from or in connection with the sale, assignment or transfer of the FCC License Rights;

     (b) At any time after the occurrence and during the continuance of an Event of Default, to the extent permitted by the FCC, each Grantor shall take all lawful action that the Second-Priority Collateral Agent may reasonably request in the exercise of its rights and remedies hereunder, which include the right to require the Grantor to transfer or assign the Pledged Stock, FCC Licenses and Spectrum Leases held by it or any of its Subsidiaries to any party or parties to facilitate an arm’s-length public or private sale for the benefit of the Second-Priority Collateral Agent. In furtherance of this right, the Grantor shall (i) cooperate fully with the Second-Priority Collateral Agent in obtaining all approvals and consents from the FCC and each other Governmental Authority and from any third parties that the Second-Priority Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment of the Pledged Stock or such FCC Licenses and Spectrum Leases, and (ii) prepare, execute and file with the FCC and any other Governmental Authority any application, request for consent, certificate or instrument that the Second-Priority Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment of the Pledged Stock and such FCC Licenses and Spectrum Leases. If the Grantor fails to execute such applications, requests for consent, certificates or instruments, the clerk of any court that has jurisdiction over the Second-Priority Note Documents and/or Other Pari Passu Lien Agreements may, upon an ex parte request by the Second-Priority Collateral Agent, execute and file the same on behalf of the Grantor for purposes of placing such request before the FCC, to the extent permitted by the FCC;

     (c) No action shall be taken with respect to the Collateral unless and until all applicable requirements (if any) of the FCC under the Communications Act of 1934, as amended, and the respective rules and regulations thereunder have been satisfied with respect to such action and there have been obtained such consents, approvals and authorizations (if any) as may be required to be obtained from the FCC;

     (d) Following an Event of Default all ownership interest in the FCC License Rights and other Collateral will remain with the relevant Grantor unless and until the

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prior consent (if required) of the FCC pursuant to 47 U.S.C. § 310(d) shall have been obtained;

     (e) The creation of any Lien, and the exercise of any remedy, with respect to any FCC License Rights shall be consistent with the rules and regulations administered by the FCC;

     (f) Each Secured Party, by acceptance of the benefits hereof, acknowledges that: (i) the Liens hereunder and ability to foreclose thereon will be limited by the need to comply with applicable law; (ii) it is not entitled to exercise any rights with respect to the Collateral if such action would constitute or result in any assignment of an FCC License Right or any change of control (whether as a matter of law or fact) of the holder of any FCC License Right unless the prior approval (if required) of the FCC is first obtained; (iii) no Grantor can assure the Second-Priority Collateral Agent and the Secured Parties that any such required FCC approval can be obtained on a timely basis or at all; (iv) the requirement to obtain prior FCC approval may limit the number of potential bidders for certain Collateral in any foreclosure and may delay any sale, either of which events may have an adverse effect on the sale price of the Collateral; and (v) therefore, the practical value of realizing on the Collateral may, without the appropriate FCC consents, be limited; and

     (g) Each Grantor acknowledges that the approval of the FCC, each other appropriate Governmental Authority and each lessor, licensor or other party to any Spectrum Lease to the assignment of the FCC Licenses or the transfer of control of the Grantor whose stock is pledged hereunder is integral to the Second-Priority Collateral Agent’s realization of the value of the Collateral, including the FCC Licenses and the Spectrum Leases, that there is no adequate remedy at law for failure by the Grantor to comply with the provisions of this Section 7.6 and that such failure could not be adequately compensable in damages. Therefore, the Grantor agrees that the provisions of this Section 7.6 may be specifically enforced, without any requirement to post bond (such rights being fully waived by Grantor) and without regard to the adequacy of any remedies available at law (the defense of the adequacy of remedies at law being fully waived by Grantor) and that the Second-Priority Collateral Agent may seek to obtain approvals and consents with respect to any Spectrum Lease directly from the lessor, licensor or other party to any Spectrum Lease.

          7.7. Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of the Second-Priority Collateral Agent and the Secured Parties and their successors and assigns. In the event that any Guarantor assigns, transfers or delegates any of its rights or obligations under this Agreement as permitted by the Second-Priority Indenture and each Other Pari Passu Lien Agreement, it shall provide prior written notice to the Second-Priority Collateral Agent.

          7.8. Set-Off. Each Grantor hereby irrevocably authorizes the Second-Priority Collateral Agent and each Secured Party at any time and from time to time when an Event of Default shall have occurred and be continuing, to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other

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credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Second-Priority Collateral Agent or such Secured Party to or for the credit or the account of such Grantor, or any part thereof in such amounts as the Second-Priority Collateral Agent or such Secured Party may elect, against and on account of the obligations and liabilities of such Grantor to the Second-Priority Collateral Agent or such Secured Party hereunder and claims of every nature and description of the Second-Priority Collateral Agent or such Secured Party against such Grantor, in any currency, whether arising hereunder, under the Second-Priority Indenture, the Second-Priority Notes, any other Second-Priority Note Document, any Other Pari Passu Lien Agreement or otherwise, as the Second-Priority Collateral Agent or such Secured Party may elect, whether or not the Second-Priority Collateral Agent or any Secured Party has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Second-Priority Collateral Agent and each Secured Party shall notify such Grantor promptly of any such set-off and the application made by the Second-Priority Collateral Agent or such Secured Party of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Second-Priority Collateral Agent and each Secured Party under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Second-Priority Collateral Agent or such Secured Party may have.

          7.9. Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

          7.10. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

          7.11. Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

          7.12. Integration. This Agreement, the other Second-Priority Note Documents and the Other Pari Passu Lien Agreements represent the agreement of the Grantors, the Second-Priority Collateral Agent and the Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Second-Priority Collateral Agent or any Secured Party relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Second-Priority Note Documents or in the Other Pari Passu Lien Agreements.

          7.13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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          7.14. Submission To Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:

     (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Second-Priority Note Documents to which it is a party and any Permitted Additional Junior Lien Obligations, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the Courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

     (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same and any other rights to jurisdiction to which it may be entitled as a result of its domicile or otherwise;

     (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in Section 7.2 or at such other address of which the Second-Priority Collateral Agent shall have been notified pursuant thereto;

     (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

     (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

          7.15. Acknowledgements. Each Grantor hereby acknowledges that:

     (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Second-Priority Note Documents or the Other Pari Passu Lien Agreements to which it is a party;

     (b) neither the Second-Priority Collateral Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement, any of the other Second-Priority Note Documents or the Other Pari Passu Lien Agreements and the relationship between the Grantors, on the one hand, and the Second-Priority Collateral Agent and the other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

     (c) no joint venture is created hereby, by the other Second-Priority Note Documents or by the Other Pari Passu Lien Agreements or otherwise exists by virtue of the transactions contemplated hereby among the Secured Parties or among the Grantors and the Secured Parties.

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          7.16. Additional Grantors. Each Subsidiary of the Company that is required to become a party to this Agreement pursuant to Section 1024 of the Second-Priority Indenture and/or the equivalent provision of any Other Pari Passu Lien Agreement shall become a Grantor, for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in the form of Annex I hereto.

          7.17. Releases.

          (a) This Agreement and the other Second-Priority Security Documents shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Second-Priority Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until the Final Date. This Agreement, the Liens granted hereunder and all other security interests granted hereby shall terminate in full on the Final Date.

          (b) Liens on the Collateral securing Second-Priority Notes Obligations will be released as provided in the Second-Priority Indenture.

          (c) Liens on Collateral securing the Permitted Additional Junior Lien Obligations under any Other Pari Passu Lien Agreement will automatically and without the need for any further action by any Person be released in whole or in part, as provided in such Other Pari Passu Lien Agreement.

          (d) In connection with any termination or release pursuant to paragraphs (a), (b) or (c), the Second-Priority Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release upon delivery of a certificate to the Second-Priority Collateral Agent that all conditions precedent to such release have been satisfied. Any execution and delivery of documents pursuant to this Section 7.17 shall be without recourse to or warranty by the Second-Priority Collateral Agent.

          7.18. WAIVER OF JURY TRIAL. EACH GRANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, EACH AGENT AND EACH LENDER, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER NOTE DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

          7.19. Permitted Additional Junior Lien Obligations. On or after the date hereof and so long as expressly permitted by the Second-Priority Indenture and any Other Pari Passu Lien Agreement then outstanding, the Company may from time to time designate Indebtedness at the time of incurrence to be secured on a pari passu basis with the Second-Priority Notes Obligations as Permitted Additional Junior Lien Obligations hereunder by delivering to the Second-Priority Collateral Agent and each Authorized Representative (a) a certificate signed by an Authorized Officer of the Company (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as Permitted Additional Junior Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Permitted Additional Junior Lien Obligations complies with

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the terms of the Second-Priority Indenture and any Other Pari Passu Lien Agreement then outstanding; (iv) specifying the name and address of the Authorized Representative for such obligations and (v) attaching an executed copy of the Other Pari Passu Lien Agreement and (b) a fully executed Other Pari Passu Lien Secured Party Consent. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Second-Priority Collateral Agent shall act as agent under and subject to the terms of the Second-Priority Note Documents for the benefit of all Secured Parties, including without limitation, any Secured Parties that hold any such Permitted Additional Junior Lien Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Second-Priority Collateral Agent as agent for the holders of such Permitted Additional Junior Lien Obligations as set forth in each Other Pari Passu Lien Secured Party Consent.

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

CLEARWIRE COMMUNICATIONS LLC
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

[Signature Page to Collateral Agreement for Second Lien Notes]

CLEARWIRE FINANCE, INC.
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

GUARANTORS: CLEARWIRE LEGACY LLC and CLEARWIRE XOHM LLC
By:	Clearwire Communications, LLC, as manager
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

CLEAR WIRELESS, LLC, CLEARWIRE SPECTRUM HOLDINGS III LLC, CLEARWIRE US LLC and CLEAR MANAGEMENT SERVICES LLC
By:	Clearwire Communications, LLC, as member
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

CLEAR GLOBAL SERVICES LLC and CLEAR PARTNER HOLDINGS LLC
By:	Clear Wireless LLC, as member
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

[Signature Page to Collateral Agreement for Second Lien Notes]

BILLING LEGACY LLC, CLEARWIRE TELECOMMUNICATIONS SERVICES, LLC, CLEARMEDIA, LLC, FIXED WIRELESS HOLDINGS, LLC, CLEARWIRE SPECTRUM HOLDINGS II LLC and CLEARWIRE SPECTRUM HOLDINGS LLC
By:	Clearwire Legacy LLC, as member
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

WINBEAM LLC
By:	Clearwire US LLC, as member
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

AMERICAN TELECASTING DEVELOPMENT, LLC, AMERICAN TELECASTING OF ANCHORAGE, LLC, AMERICAN TELECASTING OF BEND, LLC, FRESNO MMDS ASSOCIATES, LLC, AMERICAN TELECASTING OF COLUMBUS, LLC, AMERICAN TELECASTING OF DENVER, LLC, AMERICAN TELECASTING OF FORT MYERS, LLC, AMERICAN TELECASTING OF FT. COLLINS, LLC, AMERICAN TELECASTING OF GREEN BAY, LLC, AMERICAN TELECASTING OF LANSING, LLC, AMERICAN TELECASTING OF LINCOLN, LLC, AMERICAN TELECASTING LITTLE ROCK, LLC, AMERICAN TELECASTING OF LOUISVILLE, LLC, AMERICAN TELECASTING OF MEDFORD, LLC, AMERICAN TELECASTING OF MICHIANA, LLC, AMERICAN TELECASTING OF MONTEREY, LLC, AMERICAN TELECASTING OF REDDING, LLC, AMERICAN TELECASTING OF SANTA BARBARA, LLC, AMERICAN

[Signature Page to Collateral Agreement for Second Lien Notes]

TELECASTING OF SEATTLE, LLC, AMERICAN TELECASTING OF SHERIDAN, LLC, AMERICAN TELECASTING OF YUBA CITY, LLC, ATI OF SANTA ROSA, LLC, ATI SUB, LLC, NSAC, LLC, ALDA WIRELESS HOLDINGS, LLC, PCTV GOLD II, LLC, PCTV OF SALT LAKE CITY, LLC, PCTV SUB, LLC, PEOPLE’S CHOICE TV OF ALBUQUERQUE, LLC, PEOPLE’S CHOICE TV OF HOUSTON, LLC, PEOPLE’S CHOICE TV OF ST. LOUIS, LLC, SPEEDCHOICE OF DETROIT, LLC, SPEEDCHOICE OF PHOENIX, LLC, ATL MDS, LLC, BAY AREA CABLEVISION, LLC, BROADCAST CABLE, LLC, SCC X, LLC, SPRINT (BAY AREA), LLC, TDI ACQUISITION SUB, LLC, TRANSWORLD TELECOM II, LLC, WAVEPATH SUB, LLC, WBS OF AMERICA, LLC, WBS OF SACRAMENTO, LLC, WBSY LICENSING, LLC, WBSFP LICENSING, LLC, WCOF, LLC, WIRELESS BROADBAND SERVICES OF AMERICA, LLC and KENNEWICK LICENSING, LLC

By:	Clearwire XOHM LLC, as manager
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

[Signature Page to Collateral Agreement for Second Lien Notes]

WILMINGTON TRUST FSB, as Second-Priority Collateral Agent
By:	/s/ Jane Schweiger
	Name:	Jane Schweiger
	Title:	Vice President

[Signature Page to Collateral Agreement for Second Lien Notes]

Schedule 1

NOTICE ADDRESSES OF GRANTORS

For all Grantors:

Grantor
c/o Clearwire Communications LLC
4400 Carillon Point
Kirkland, WA 98033
Attention: Hope Cochran
Facsimile: (425) 216-7776

With a copy to:

Grantor
c/o Clearwire Communications LLC
4400 Carillon Point
Kirkland, WA 98033
Attention: Legal Department
Facsimile: (425) 216-7776]

Kirkland & Ellis, LLP
601 Lexington Avenue
New York, NY 10022
Attn: Joshua N. Korff
Facsimile: 212-446-6460

Schedule 2

DESCRIPTION OF PLEDGED STOCK

[Redacted]

Schedule 3

FILINGS AND OTHER ACTIONS

REQUIRED TO PERFECT SECURITY INTERESTS

[Redacted]

Schedule 4

JURISDICTION OF ORGANIZATION, IDENTIFICATION NUMBER
AND LOCATION OF CHIEF EXECUTIVE OFFICE

[Redacted]

Schedule 5

COPYRIGHTS

[Redacted]

PATENTS

[Redacted]

TRADEMARKS

[Redacted]

Annex I to

Second Lien Collateral Agreement

          ASSUMPTION AGREEMENT, dated as of                 , 200_, made by                (the “Additional Grantor”), in favor of Wilmington Trust FSB, as Second-Priority Collateral Agent (in such capacity, the “Second-Priority Collateral Agent”) on behalf of itself and the other Secured Parties. All capitalized terms not defined herein shall have the meaning ascribed to them in such Collateral Agreement.

W I T N E S S E T H :

          WHEREAS, Clearwire Communications LLC (the “Company”) and Clearwire Finance, Inc. (“Finance Co” and, together with the Company the “Issuers”) and Wilmington Trust FSB (the “Second-Priority Trustee”) have entered into an Second-Priority Indenture, dated as of December 9, 2010 (as amended, supplemented or otherwise modified from time to time, the “Second-Priority Indenture”);

          WHEREAS, in connection with the Second-Priority Indenture, the Company and certain of its Affiliates (other than the Additional Grantor) have entered into the Second Lien Collateral Agreement, dated as of December 9, 2010 (as amended, supplemented or otherwise modified from time to time, the “Collateral Agreement”) in favor of Wilmington Trust FSB, as collateral agent (in such capacity, the “Second-Priority Collateral Agent”) for the benefit of the Secured Parties;

          WHEREAS, the Second-Priority Indenture and/or an Other Pari Passu Lien Agreement requires the Additional Grantor to become a party to the Collateral Agreement; and

          WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Collateral Agreement;

          NOW, THEREFORE, IT IS AGREED:

          1. Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 7.16 of the Collateral Agreement, hereby becomes a party to the Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby (i) expressly assumes all obligations and liabilities of a Grantor thereunder and (ii) grants to the Second-Priority Collateral Agent for the benefit of the Secured Parties a security interest in all of its Collateral as security for the Obligations. The information set forth in Annex A hereto is hereby added to the information set forth in the Schedules to the Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 3 of the Collateral Agreement is true and correct in all material respects (unless such representations and warranties already have a materiality qualifier) on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

          2. Governing Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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

[ADDITIONAL GRANTOR]
By:
	Name:
	Title:

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Annex A to

Assumption Agreement

Supplement to Schedule 1

NOTICE ADDRESSES OF GRANTORS

[Clearwire — Collateral Agreement]

Supplement to Schedule 2

DESCRIPTION OF PLEDGED STOCK

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Supplement to Schedule 3

FILINGS AND OTHER ACTIONS

REQUIRED TO PERFECT SECURITY INTERESTS

-3-

Supplement to Schedule 4

JURISDICTION OF ORGANIZATION, IDENTIFICATION NUMBER
AND LOCATION OF CHIEF EXECUTIVE OFFICE

-4-

Supplement to Schedule 5

COPYRIGHTS

PATENTS

TRADEMARKS

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Annex II to

Second Lien Collateral Agreement

[Form of]

OTHER PARI PASSU LIEN SECURED PARTY CONSENT

[Name of Other Pari Passu Lien Secured Party]

[Address of Other Pari Passu Lien Secured Party]

[Date]

          The undersigned is the Authorized Representative for Persons wishing to become Secured Parties (the “New Secured Parties”) under the Second Lien Collateral Agreement dated as of December 9, 2010 (the “Collateral Agreement” (terms used without definition herein have the meanings assigned to such term by the Collateral Agreement)) among CLEARWIRE COMMUNICATIONS LLC (the “Company”), CLEARWIRE FINANCE, INC. (“Finance Co” and together with the Company, the “Issuers”), the Grantors party thereto and Wilmington Trust FSB, as Second-Priority Collateral Agent (the “Second-Priority Collateral Agent”).

          In consideration of the foregoing, the undersigned hereby:

     (i) represents that the Authorized Representative has been duly authorized by the New Secured Parties to become a party to the Collateral Agreement on behalf of the New Secured Parties under that [DESCRIBE OPERATIVE AGREEMENT] (the “New Secured Obligation”) and to act as the Authorized Representative for the New Secured Parties;

     (ii) acknowledges that the New Secured Parties have received a copy of the Collateral Agreement;

     (iii) appoints and authorizes the Second-Priority Collateral Agent to take such action as agent on its behalf and on behalf of all other Secured Parties and to exercise such powers under the Collateral Agreement as are delegated to the Second-Priority Collateral Agent by the terms thereof, together with all such powers as are reasonably incidental thereto;

     (iv) agrees to serve as Authorized Representative for the New Secured Parties with respect to the New Secured Obligations and agrees on its own behalf and on behalf of the New Secured Parties to be bound by the terms of the Collateral Agreement applicable to holders of Permitted Additional Junior Lien Obligations, with all the rights and obligations of a Secured Party thereunder and bound by all the provisions thereof and agrees that its address for receiving notices pursuant to the Collateral Agreement and the other Second-Priority Security Documents shall be as follows:

     [Address]

     The Second-Priority Collateral Agent, by acknowledging and agreeing to this Other Pari Passu Lien Secured Party Consent, accepts the appointment set forth in clause (iii) above.

          THIS OTHER PARI PASSU LIEN SECURED PARTY CONSENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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          IN WITNESS WHEREOF, the undersigned has caused this Other Pari Passu Lien Secured Party Consent to be duly executed by its authorized officer as of the _____ day of 20___.

[NAME OF AUTHORIZED REPRESENTATIVE]
By:
	Name:
	Title:

Acknowledged and Agreed WILMINGTON TRUST, FSB, as Second-Priority Collateral Agent
By:
	Name:
	Title:
CLEARWIRE COMMUNICATIONS LLC
By:
	Name:
	Title:
CLEARWIRE FINANCE, INC.
By:
	Name:
	Title:
[Any other Grantor obligated under Other Pari Passu Obligations]
By:
	Name:
	Title:

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EX-4.10

Exhibit 4.10

INTERCREDITOR AGREEMENT

dated as of December 9, 2010,

among

CLEARWIRE COMMUNICATIONS LLC,
CLEARWIRE FINANCE, INC.,

the other GRANTORS party hereto,

WILMINGTON TRUST FSB,
as Existing First-Priority Collateral Agent,

WILMINGTON TRUST FSB,
as November 2009 Trustee,

WILMINGTON TRUST FSB,
as December 2009 Trustee,

WILMINGTON TRUST FSB,
as Second-Priority Trustee and Existing Second-Priority Collateral Agent,

and

each ADDITIONAL COLLATERAL AGENT from time to time party hereto

     Intercreditor Agreement (this “Agreement”), dated as of December 9, 2010 among Wilmington Trust FSB, as trustee (in such capacity, the “November 2009 Trustee”) and collateral agent (in such capacity, the “Existing First-Priority Collateral Agent”) for the holders of the November 2009 Notes (such term, and other capitalized terms used herein but not otherwise defined, having the meaning set forth in Section 1.1 below) and the December 2009 Notes, Wilmington Trust FSB, as trustee (in such capacity, the “December 2009 Trustee”) for the holders of the December 2009 Notes, Wilmington Trust FSB, as trustee (in such capacity, the “Second-Priority Trustee”) and collateral agent for the holders of the Second-Priority Notes (in such capacity, the “Existing Second-Priority Collateral Agent”), Clearwire Communications LLC, a Delaware corporation (the “Company”), Clearwire Finance, Inc. (“FinanceCo,” and together with the Company, the “Issuers”) and each of the other Grantors party hereto.

     WHEREAS, the Issuers, the guarantors party thereto and the November 2009 Trustee are parties to the Indenture dated as of November 24, 2009 (the “November 2009 Indenture”), pursuant to which the Issuers have issued the November 2009 Notes;

     WHEREAS, the Issuers, the guarantors party thereto and the December 2009 Trustee are parties to the Indenture dated as of December 9, 2009 (the “December 2009 Indenture”), pursuant to which the Issuers have issued the December 2009 Notes;

     WHEREAS, the Issuers, the guarantors party thereto and the Second-Priority Trustee are parties to the Indenture dated as of December 9, 2010 (the “Second-Priority Indenture”), pursuant to which the Issuers have issued the Second-Priority Notes;

     WHEREAS, the Issuers and the other Grantors have granted to the Existing First-Priority Collateral Agent security interests in the Common Collateral as security for payment and performance of the First-Priority Obligations;

     WHEREAS, the Issuers and the other Grantors propose to grant to the Existing Second-Priority Collateral Agent junior security interests in the Common Collateral as security for payment and performance of the Second-Priority Obligations; and

     WHEREAS, it is a condition to the grant of such junior security interests that this Agreement be executed and delivered by the parties hereto to set forth the respective rights of the First-Priority Secured Parties, on the one hand, and the Second-Priority Secured Parties, on the other hand, and the application of any proceeds and certain other matters;

     NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and other good and valuable consideration, the existence and sufficiency of which is expressly recognized by all of the parties hereto, the parties agree as follows:

     Section 1. Definitions.

     1.1. Defined Terms. The following terms, as used herein, have the following meanings:

     “Additional Debt” has the meaning set forth in Section 9.3(b).

     “Additional First-Priority Agreement” means any agreement designated as such in writing (including by addendum to this Agreement) by the Company; provided that the Company shall have delivered to each Collateral Agent (i) true and complete copies of such agreement and security documents relating to such agreement, certified as being true and correct by an authorized officer of the Company and (ii) a certificate of an authorized officer describing the obligations incurred pursuant to such agreement to

be designated as First-Priority Obligations and the initial aggregate principal amount or face amount thereof and certifying that such obligations are permitted to be incurred and secured on a pari passu basis with the then extant First-Priority Obligations by the terms of each then extant First-Priority Agreement and Second-Priority Agreement.

     “Additional First-Priority Collateral Agent” means any collateral agent under any Additional First-Priority Agreement.

     “Additional Second-Priority Agreement” means any agreement designated as such in writing (including by addendum to this Agreement) by the Company; provided that the Company shall have delivered to each Collateral Agent (i) true and complete copies of such agreement and security documents relating to such agreement, certified as being true and correct by an authorized officer of the Company and (ii) a certificate of an authorized officer describing the obligations incurred pursuant to such agreement to be designated as Second-Priority Obligations and the initial aggregate principal amount or face amount thereof and certifying that such obligations are permitted to be incurred and secured on a pari passu basis with the then extant Second-Priority Obligations by the terms of each then extant First-Priority Agreement and Second-Priority Agreement.

     “Additional Second-Priority Collateral Agent” means any collateral agent under any Additional Second-Priority Agreement.

     “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 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, by agreement or otherwise.

     “Agreement” has the meaning assigned to such term in the preamble hereto.

     “Bankruptcy Code” means the United States Bankruptcy Code (11 U.S.C. §101 et seq.), as amended from time to time.

     “Bankruptcy Law” means each of the Bankruptcy Code and any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law.

     “Collateral Agent” means each First-Priority Collateral Agent and Second-Priority Collateral Agent.

     “Common Collateral” means all assets that are both First-Priority Collateral and Second-Priority Collateral.

     “Company” has the meaning assigned to such term in the preamble hereto.

     “Comparable Second-Priority Security Document” means, in relation to any Common Collateral subject to any First-Priority Security Document, that Second-Priority Security Document that creates a security interest in the same Common Collateral, granted by the same Grantor, as applicable.

     “December 2009 Indenture” has the meaning assigned to such term in the recitals hereto.

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     “December 2009 Notes” means the 12% Senior Secured Notes due 2015 of the Issuers issued pursuant to the December 2009 Indenture.

     “December 2009 Trustee” has meaning assigned to such term in the preamble hereto.

     “DIP Financing” has the meaning assigned to such term in Section 5.2.

     “Enforcement Action” means, with respect to the First-Priority Obligations or the Second-Priority Obligations, any demand for acceleration or payment thereof, the exercise of any rights and remedies with respect to any Common Collateral securing such obligations or the commencement or prosecution of enforcement of any of the rights and remedies as a secured creditor under, as applicable, the First-Priority Documents or the Second-Priority Documents, or applicable law, including, without limitation, the exercise of any rights of set-off or recoupment and rights to credit bid debt, and the exercise of any rights or remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction or under the Bankruptcy Code.

     “Existing First-Priority Agreement” is a collective reference to the November 2009 Indenture and the December 2009 Indenture.

     “Existing First-Priority Collateral Agent” has the meaning assigned to such term in the preamble.

     “Existing Second-Priority Collateral Agent” has the meaning assigned to such term in the preamble.

     “FinanceCo” has the meaning assigned to such term in the preamble.

     “First-Priority Agreement” means the collective reference to (a) the Existing First-Priority Agreement, (b) any Additional First-Priority Agreement and (c) any other credit agreement, loan agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, replace, refinance or refund in whole or in part the indebtedness and other obligations outstanding under the Existing First-Priority Agreement, any Additional First-Priority Agreement or any other agreement or instrument referred to in this clause (c); provided that the Company shall have delivered to each Collateral Agent (i) true and complete copies of such agreement and security documents relating to such agreement, certified as being true and correct by an authorized officer of the Company and (ii) a certificate of an authorized officer describing the obligations incurred pursuant to such agreement to be designated as First-Priority Obligations and the initial aggregate principal amount or face amount thereof and certifying that such obligations are permitted to be incurred and secured on a pari passu basis with the then extant First-Priority Obligations by the terms of each then extant First-Priority Agreement and Second-Priority Agreement. Any reference to the First-Priority Agreement hereunder shall be deemed a reference to any First-Priority Agreement then extant.

     “First-Priority Collateral” means all assets, whether now owned or hereafter acquired by either of the Issuers or any other Grantor, in which a Lien is granted or purported to be granted to (i) any First-Priority Secured Party as security for any First-Priority Obligations or (ii) any Lien assigned to the First-Priority Representative pursuant to Section 2.4.

     “First-Priority Collateral Agent” means the Existing First-Priority Collateral Agent and any Additional First-Priority Collateral Agent.

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     “First-Priority Creditors” means (i) the November 2009 Trustee, the December 2009 Trustee, the First-Priority Collateral Agent, each “Holder” as defined in the November 2009 Indenture and each “Holder” as defined in the December 2009 Indenture and (ii) any Persons that are designated under the First-Priority Documents as creditors entitled to benefit from the Liens on the First-Priority Collateral under the First-Priority Security Documents.

     “First-Priority Documents” means the November 2009 Indenture, the December 2009 Indenture, each First-Priority Security Document, each First-Priority Guarantee and each of the other agreements, documents, and instruments providing for the evidencing of any other First-Priority Obligation and any other document or instrument executed or delivered at any time in connection with any First-Priority Obligation (including any intercreditor or joinder agreement among holders of First-Priority Obligations), to the extent such are effective at the relevant time, as each may be amended, modified, restated, supplemented, replaced or refinanced from time to time.

     “First-Priority Guarantee” means any guarantee by any Grantor of any or all of the First-Priority Obligations.

     “First-Priority Lien” means any Lien created by the First-Priority Security Documents.

     “First-Priority Obligations” (i) all Obligations incurred under the November 2009 Indenture and the December 2009 Indenture and (ii) all Obligations under any other First-Priority Agreement which are secured by a Lien on the Common Collateral that has Pari Passu Lien Priority with respect to the Lien securing the Obligations under the First-Priority Indenture and the December 2009 Indenture, the First-Priority Notes and the December 2009 Notes. “First-Priority Obligations” shall in any event include (a) all interest accrued or accruing, or which would accrue, absent commencement of an Insolvency or Liquidation Proceeding (and the effect of provisions such as Section 502(b)(2) of the Bankruptcy Code), on or after the commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant document or instrument governing such First-Priority Obligations, whether or not the claim for such interest is allowed or allowable as a claim in such Insolvency or Liquidation Proceeding, (b) any and all fees and expenses (including attorneys’ and/or financial consultants’ fees and expenses) incurred by the First-Priority Representative and the holders of such First-Priority Obligations on or after the commencement of an Insolvency or Liquidation Proceeding, whether or not the claim for fees and expenses is allowed or allowable under Section 502 or 506(b) of the Bankruptcy Code or any other provision of the Bankruptcy Law as a claim in such Insolvency or Liquidation Proceeding, and (c) all obligations and liabilities of the Issuers and each other Grantor under each document or instrument governing First-Priority Obligations to which it is a party which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due and payable.

     “First-Priority Obligations Payment Date” means the first date on which (A) (i) (a) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding at the rate provided for in the respective document or instrument governing such First-Priority Obligations, whether or not such interest would be allowed in any such Insolvency or Liquidation Proceeding) and premium, if any, on all Indebtedness under the documents and instruments governing such First-Priority Obligations (including any obligations replacing, renewing or refinancing any previously existing First Priority Obligations, but other than those that constitute Unasserted Contingent Obligations) and termination of all commitments to lend or otherwise extend credit under the documents and instruments governing such First-Priority Obligations , (b) payment in full in cash of all other First-Priority Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal, interest, and premium are paid (including any obligations replacing, renewing or refinancing any previously existing First Priority Obligations, but other than those that constitute Unasserted Contingent Obligations) or (ii) all Liens and security interests securing First-

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Priority Obligations are released with respect to all First-Priority Collateral and (B) each First-Priority Collateral Agent has delivered a written notice to each Second-Priority Collateral Agent stating that the events described in clauses (ii)(a) and (b) or in clause (ii) have occurred, such notice not to be unreasonably withheld.

     “First-Priority Representative” means, as between First-Priority Collateral Agents representing different series of First-Priority Obligations, the First-Priority Collateral Agent representing the series of First-Priority Obligations with the greatest outstanding principal amount.

     “First-Priority Secured Party” means the First-Priority Creditors and any other holder of First-Priority Obligations.

     “First-Priority Security Documents” means the security agreements, pledge agreements, deeds to secure debt, collateral assignments and related agreements (including, without limitation, finance statements under the Uniform Commercial Code of the relevant states), as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified from time to time, creating the security interests in the Common Collateral as contemplated by the November 2009 Indenture and the December 2009 Indenture and any other documents that are designated under the First-Priority Agreement as “First-Priority Security Documents” for purposes of this Agreement; provided that no document that is not entered into pursuant to the Existing First-Priority Agreement will constitute a First-Priority Security Document unless the treatment of such document as a First-Priority Security Document is permitted under each First-Priority Agreement then extant, including, as of the date hereof and any other date if then extant, the Existing First-Priority Agreement.

     “Governmental Authority” means any federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body.

     “Grantor” means (a) the Issuers, (b) each direct or indirect subsidiary of the Company and (c) any other Person in which the Company or any of its subsidiaries holds an ownership interest, in each case (a) through (c), that is, at any time of determination, a party to any First-Priority Security Document or Second-Priority Security Document. All references in this Agreement to any Grantor shall include such Grantor as a debtor-in-possession and any receiver or trustee for such Grantor in any Insolvency or Liquidation Proceeding.

     “Indebtedness” means, with respect to any Person, (a) any indebtedness (including principal and premium) of such Person, whether or not contingent (1) in respect of borrowed money, (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without double counting, reimbursement agreements in respect thereof), (3) representing the deferred and unpaid balance of the purchase price of any property (including Capitalized Lease Obligations), except any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business, or (4) representing any interest rate Hedging Obligations, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP, (b) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person, other than by endorsement of negotiable instruments for collection in the ordinary course of business, and (c) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (other than a Lien on Capital Stock of an Unrestricted Subsidiary), whether or not such Indebtedness is assumed by such Person; provided, however, that (x) Contingent Obligations incurred in the ordinary course of business, (y) Spectrum Leases or any guarantee of obligations under Spectrum Leases or FCC License Rights and (z) and obligations under or in respect of Receivables Facilities shall be

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deemed not to constitute Indebtedness. Capitalized terms used in this definition but not defined in this Agreement shall have the meanings assigned to them in the Second-Priority Indenture.

     “Insolvency or Liquidation Proceeding” means (a) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to either of the Issuers or any other Grantor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to either of the Issuers or any other Grantor or with respect to a material portion of its respective assets, (c) any liquidation, dissolution, reorganization or winding up of either of the Issuers or any other Grantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of either of the Issuers or any other Grantor.

     “Issuers” has the meaning assigned to such term in the preamble hereto.

     “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

     “November 2009 Indenture” has the meaning assigned to such term in the recitals hereto.

     “November 2009 Notes” means the 12% Senior Secured Notes due 2015 of the Issuers issued pursuant to the November 2009 Indenture.

     “November 2009 Trustee” has the meaning assigned to such term in the preamble.

     “Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

     “Pari Passu Lien Priority” means, relative to specified indebtedness, having equal Lien priority on specified collateral.

     “Person” means any natural person, corporation, business trust, joint venture, association, unincorporated organization, association, estate, company, partnership, individual or family trust, limited liability company or Governmental Authority or any agency or political subdivision thereof.

     “Post-Petition Interest” means any interest or entitlement to fees or expenses or other charges that accrues after the commencement of any Insolvency or Liquidation Proceeding, whether or not allowed or allowable as a claim in any such Insolvency or Liquidation Proceeding.

     “Recovery” has the meaning assigned to such term in Section 5.5.

     “Reorganization Securities” has the meaning set forth in Section 5.12.

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     “Second-Priority Agreement” means the collective reference to (a) the Second-Priority Indenture, (b) any Additional Second-Priority Agreement and (c) any other credit agreement, loan agreement, note agreement, promissory note, indenture, or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, replace, refinance or refund in whole or in part the indebtedness and other obligations outstanding under the Second-Priority Indenture, any Additional Second-Priority Agreement or any other agreement or instrument referred to in this clause (c); provided that the Company shall have delivered to each Collateral Agent (i) true and complete copies of such agreement and security documents relating to such agreement, certified as being true and correct by an authorized officer of the Company and (ii) a certificate of an authorized officer describing the obligations incurred pursuant to such agreement to be designated as Second-Priority Obligations and the initial aggregate principal amount or face amount thereof and certifying that such obligations are permitted to be incurred and secured on a pari passu basis with the then extant Second-Priority Obligations by the terms of each then extant First-Priority Agreement and Second-Priority Agreement. Any reference to the First-Priority Agreement hereunder shall be deemed a reference to any First-Priority Agreement then extant. Any reference to the Second-Priority Agreement hereunder shall be deemed a reference to any Second-Priority Agreement then extant.

     “Second-Priority Collateral” means all assets, whether now owned or hereafter acquired by either of the Issuers or any other Grantor, in which a Lien is granted or purported to be granted to any Second-Priority Secured Party as security for any Second-Priority Obligation.

     “Second-Priority Collateral Agent” means the Existing Second-Priority Collateral Agent and any Additional First-Priority Collateral Agent.

     “Second-Priority Creditors” means the Second-Priority Trustee, the Second-Priority Collateral Agent and the “Holders” (as defined in the Second-Priority Indenture), or any Persons that are designated under the Second-Priority Documents as creditors entitled to benefit from the Liens on the Second-Priority Collateral under the Second-Priority Security Documents.

     “Second-Priority Documents” means each Second-Priority Agreement, each Second-Priority Security Document and each Second-Priority Guarantee.

     “Second-Priority Guarantee” means any guarantee by any Grantor of any or all of the Second-Priority Obligations.

     “Second-Priority Indenture” has meaning assigned to such term in the recitals hereto.

     “Second-Priority Lien” means any Lien created by the Second-Priority Security Documents.

     “Second-Priority Notes” means the 12% Second-Priority Secured Notes due 2017 issued pursuant to the Second-Priority Indenture.

     “Second-Priority Obligations” (i) all Obligations under the Second-Priority Indenture and (ii) all Obligations under any other Second-Priority Agreement which are secured by a Lien on the Common Collateral that has Pari Passu Lien Priority with respect to the Lien securing the Obligations under the Second-Priority Indenture and the Second-Priority Notes. “Second-Priority Obligations” shall in any event include (a) all interest accrued or accruing, or which would accrue, absent commencement of an Insolvency or Liquidation Proceeding (and the effect of provisions such as Section 502(b)(2) of the Bankruptcy Code), on or after the commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant document or instrument governing such Second-Priority Obligations, whether or not the claim for such interest is allowed or allowable as a claim in such Insolvency or

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Liquidation Proceeding, (b) any and all fees and expenses (including attorneys’ and/or financial consultants’ fees and expenses) incurred by the Second-Priority Representative and the holders of such Second-Priority Obligations on or after the commencement of an Insolvency or Liquidation Proceeding, whether or not the claim for fees and expenses is allowed or allowable under Section 502 or 506(b) of the Bankruptcy Code or any other provision of the Bankruptcy Law as a claim in such Insolvency or Liquidation Proceeding, and (c) all obligations and liabilities of the Issuers and each other Grantor under each document or instrument governing Second-Priority Obligations to which it is a party which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due and payable.

     “Second-Priority Representative” means, as between collateral agents representing different series of Second-Priority Obligations, the collateral agent representing the series of Second-Priority Obligations with the greatest outstanding principal amount.

     “Second-Priority Secured Party” means the Second-Priority Representative, the Second-Priority Creditors and any other holders of the Second-Priority Obligations.

     “Second-Priority Security Documents” means the security agreements, pledge agreements, deeds to secure debt, collateral assignments and related agreements (including, without limitation, finance statements under the Uniform Commercial Code of the relevant states), as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified from time to time, creating the security interests in the Common Collateral as contemplated by the Second-Priority Indenture and any other documents that are designated under the Second-Priority Agreement as “Second-Priority Security Documents” for purposes of this Agreement; provided that no document that is not entered into pursuant to the November 2009 Indenture, the December 2009 Indenture and the Second-Priority Indenture will constitute a Second-Priority Security Document unless the treatment of such document as a Second-Priority Security Document is permitted under each First-Priority Agreement and Second-Priority Agreement then extant, including, as of the date hereof and any other date if then extant, the November 2009 Indenture, the December 2009 Indenture and the Second-Priority Indenture.

     “Second-Priority Trustee” has the meaning assigned to such term in the preamble.

     “Secured Parties” means the First-Priority Secured Parties and the Second-Priority Secured Parties.

     “subsidiary” has the meaning specified in the Existing First-Priority Agreement.

     “Unasserted Contingent Obligations” means, at any time, First-Priority Obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities (excluding (a) the principal of, and interest and premium (if any) on, and fees and expenses relating to, any First-Priority Obligation and (b) contingent reimbursement obligations in respect of amounts that may be drawn under outstanding letters of credit or similar instruments) in respect of which no assertion of liability (whether oral or written) and no claim or demand for payment (whether oral or written) has been made (and, in the case of First-Priority Obligations for indemnification, no notice for indemnification has been issued by the indemnitee) at such time.

     “Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the applicable jurisdiction.

     1.2. Amended Agreements. All references in this Agreement to agreements or other contractual obligations shall, unless otherwise specified, be deemed to refer to such agreements or

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contractual obligations as amended, amended and restated, supplemented, restated or otherwise modified from time to time in accordance with the terms of this Agreement, if applicable.

     1.3. Terms Generally. The definitions in this Section shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. All references herein to Sections shall be deemed references to Sections of this Agreement unless the context shall otherwise require.

     Section 2. Lien Priorities.

     2.1. Subordination of Liens.

     (a) Any and all Liens in the Common Collateral now existing or hereafter created or arising in favor of any Second-Priority Secured Party securing the Second-Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, judgment rendered in any judicial proceeding, subrogation or otherwise, are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First-Priority Secured Parties securing the First-Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second-Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other Liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code or any other applicable law or any First-Priority Document or Second-Priority Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First-Priority Secured Party securing any of the First-Priority Obligations are (x) subordinated to any Lien securing any obligation of any Grantor other than the Second-Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.

     (b) No Second-Priority Secured Party shall object to or contest, or support any other Person in objecting to or contesting, in any proceeding (including, without limitation, any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien on the First-Priority Collateral granted to any First-Priority Creditor. Notwithstanding any failure by any First-Priority Secured Party to perfect its Lien on the First-Priority Collateral granted to such First-Priority Secured Party or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the Lien on the First-Priority Collateral granted to the First-Priority Secured Parties, the priority and rights as between the First-Priority Secured Parties, on the one hand, and the Second-Priority Secured Parties, on the other hand, with respect to the Common Collateral shall be as set forth herein.

     2.2. Nature of First-Priority Obligations. The Second-Priority Representative on behalf of itself and the other Second-Priority Secured Parties acknowledges that a portion of the First-Priority Obligations represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the First-Priority Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the First-Priority Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Second-Priority Secured Parties and without affecting the provisions hereof. The lien priorities provided in Section 2.1 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of the First-Priority Obligations, or any portion thereof, or by any amendment, modification, supplement, extension, repayment, reborrowing, increase,

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replacement, renewal, restatement or refinancing of the Second-Priority Obligations, or any portion thereof.

     2.3. Agreements Regarding Actions to Perfect Liens.

     (a) The Second-Priority Representative on behalf of itself and the other Second-Priority Secured Parties agrees that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by or on behalf of the Second-Priority Representative shall be in form satisfactory to the First-Priority Representative.

     (b) The Issuers hereby agree, and the Second-Priority Representative acknowledges on behalf of itself and the other Second-Priority Secured Parties, that all Second-Priority Security Documents entered into on or about the date hereof shall contain the following notation: “The lien and security interest created by [this Agreement] on the property described herein is junior and subordinate, in accordance with the provisions of the Intercreditor Agreement dated as of December 9, 2010, among Wilmington Trust FSB, in its capacity as First-Priority Collateral Agent, November 2009 Trustee and First-Priority Representative, Wilmington Trust FSB, in its capacity as December 2009 Trustee, Wilmington Trust FSB, in its capacity as Second-Priority Collateral Agent, Second-Priority Trustee and Second-Priority Representative, Clearwire Communications LLC, Clearwire Finance, Inc. and the other Grantors referred to therein, as amended from time to time, to the liens and security interests on such property created by any similar instrument now or hereafter granted to Wilmington Trust FSB, as First-Priority Collateral Agent and November 2009 Trustee, and Wilmington Trust FSB, as December 2009 Trustee, under the First-Priority Documents, and each of their successors and assigns, in such property.” The Second-Priority Representative agrees on behalf of itself and the other Second-Priority Secured Parties that all other Second-Priority Security Documents shall bear an identical or, in the event that the Existing First-Priority Agreement is no longer extant or Wilmington Trust FSB (in its capacity as First-Priority Collateral Agent or November 2009 Trustee) or Wilmington Trust FSB (in its capacity as December 2009 Trustee), as applicable, shall cease to be the First-Priority Representative, a substantially similar notation.

     (c) The First-Priority Representative hereby agrees that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) (or any similar concept under foreign law) over Common Collateral pursuant to the First-Priority Security Documents, such possession or control is also for the benefit of the Second-Priority Representative and the other Second-Priority Secured Parties solely to the extent required to perfect their security interest in such Common Collateral (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code). Nothing in the preceding sentence shall be construed to impose any duty on the First-Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or provide the Second-Priority Representative or any other Second-Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement and the Second-Priority Security Documents; provided that subsequent to the occurrence of the First-Priority Obligations Payment Date, the First-Priority Representative shall (i) deliver to the Second-Priority Representative, at the Issuers’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Second-Priority Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided, however, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the First-Priority Secured Parties and the Second-Priority Secured Parties and shall not impose on the First-Priority Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party. Notwithstanding the foregoing, in the event that all of the First-Priority

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Obligations and Second-Priority Obligations have been satisfied, such Common Collateral shall be delivered as directed by the Issuers.

     2.4. No New Liens. So long as the First-Priority Obligations Payment Date has not occurred, the parties hereto agree that (a) there shall be no Lien, and no Grantor shall have any right to create any Lien, on any assets of any Grantor securing any Second-Priority Obligation if those same assets are not subject to, and do not become subject to, a Lien securing the First-Priority Obligations and (b) if any Second-Priority Secured Party shall acquire or hold any Lien on any assets of any Grantor securing any Second-Priority Obligation which assets are not also subject to the Lien of the First-Priority Representative under the First-Priority Documents, then the Second-Priority Representative, shall be deemed to also hold and have held such Lien for the benefit of the First-Priority Secured Parties and shall promptly notify the First-Priority Representative of the existence of such Lien and, upon demand by the First-Priority Representative, will without the need for any further consent of any other Second-Priority Secured Party, notwithstanding anything to the contrary in any other Second-Priority Document, either (i) release such Lien or (ii) assign it to the First-Priority Representative as security for the First-Priority Obligations (in which case the Second-Priority Representative may retain a junior lien on such assets subject to the terms hereof). To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First-Priority Secured Parties, the Second-Priority Representative and the other Second-Priority Secured Parties agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.4 shall be subject to Section 4.1.

     2.5. Further Assurances. Each of the First-Priority Representative, for itself and on behalf of the other First-Priority Secured Parties, and the Second-Priority Representative, for itself and on behalf of the other Second-Priority Secured Parties, and each Grantor party hereto, for itself and on behalf of its subsidiaries, agrees that it will execute, or will cause to be executed, any and all further documents, agreements and instruments, and take all such further actions, as may be required under any applicable law, or which the First-Priority Representative or the Second-Priority Representative may reasonably request, to effectuate the terms of this Agreement, including the relative Lien priorities provided for herein.

     Section 3. Enforcement Rights.

     3.1. Exclusive Enforcement. Until the First-Priority Obligations Payment Date has occurred, whether or not an Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the First-Priority Representative on behalf of the First-Priority Secured Parties shall have the exclusive right to take and continue any Enforcement Action and make determinations regarding the release, dispositions or restrictions with respect to the Common Collateral, without any consultation with or consent of any Second-Priority Secured Party, but subject to the proviso set forth in Section 5.1. In exercising rights and remedies with respect to the Common Collateral, the First-Priority Secured Parties may enforce the provisions of the First-Priority Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by any of them to sell or otherwise dispose of the Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all rights and remedies of a secured creditor under the Uniform Commercial Code and of a secured creditor under the Bankruptcy Law of any applicable jurisdiction.

     3.2. Standstill and Waivers. The Second-Priority Representative, on behalf of itself and the other Second-Priority Secured Parties, agrees that, until the First-Priority Obligations Payment Date has occurred, subject to the proviso set forth in Section 5.1:

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     (a) they will not take or cause to be taken any action, the purpose or effect of which is to make any Lien in respect of any Second-Priority Obligation pari passu with or senior to, or to give any Second-Priority Secured Party any preference or priority relative to, the Liens with respect to the First-Priority Obligations or the First-Priority Secured Parties with respect to any of the Common Collateral;

     (b) they will not contest, oppose, object to, interfere with, hinder or delay, in any manner, whether by judicial proceedings (including the filing of an Insolvency or Liquidation Proceeding) or otherwise, any foreclosure, sale, lease, exchange, transfer or other disposition of the Common Collateral or any other First-Priority Collateral by any First-Priority Secured Party or any other Enforcement Action taken (or any forbearance from taking any Enforcement Action) by or on behalf of any First-Priority Secured Party;

     (c) they have no right to (i) direct either the First-Priority Representative or any other First-Priority Secured Party to exercise any right, remedy or power with respect to the Common Collateral or pursuant to the First-Priority Security Documents or (ii) consent or object to the exercise by the First-Priority Representative or any other First-Priority Secured Party of any right, remedy or power with respect to the Common Collateral or pursuant to the First-Priority Security Documents or to the timing or manner in which any such right is exercised or not exercised (or, to the extent they may have any such right described in this clause (c), whether as a junior lien creditor or otherwise, they hereby irrevocably waive such right);

     (d) they will not institute any suit or other proceeding or assert in any suit, Insolvency or Liquidation Proceeding or other proceeding any claim against any First-Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, and no First-Priority Secured Party shall be liable for, any action taken or omitted to be taken by any First-Priority Secured Party with respect to the Common Collateral or pursuant to the First-Priority Documents;

     (e) they will not make any judicial or nonjudicial claim or demand or commence any judicial or non-judicial proceedings against any Grantor or any of its subsidiaries or affiliates under or with respect to any Second-Priority Security Document seeking payment or damages from or other relief by way of specific performance, instructions or otherwise under or with respect to any Second-Priority Security Document or exercise any right, remedy or power under or with respect to, or otherwise take any action to enforce, any Second-Priority Security Document;

     (f) they will not commence judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, or attempt any action to take possession of any Common Collateral, or exercise any right, remedy or power with respect to, or otherwise take any action to enforce their interest in or realize upon, the Common Collateral or pursuant to the Second-Priority Security Documents;

     (g) they will not seek, and hereby waive any right, to have the Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Common Collateral and hereby waive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Common Collateral or any other similar rights a junior secured creditor may have under applicable law; and

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     (h) they will not object to the forbearance by the First-Priority Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral or any other First-Priority Collateral.

     3.3. Judgment Creditors. In the event that any Second-Priority Secured Party becomes a judgment lien creditor as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First-Priority Liens and the First-Priority Obligations) to the same extent as all other Liens securing the Second-Priority Obligations are subject to the terms of this Agreement.

     3.4. Cooperation. The Second-Priority Agent, on behalf of itself and the other Second-Priority Secured Parties, agrees that each of them shall take such actions as the First-Priority Representative shall request in connection with the exercise by the First-Priority Secured Parties of their rights set forth herein.

     3.5. No Additional Rights For the Grantors Hereunder. Except as provided in Section 3.6, if any First-Priority Secured Party or Second-Priority Secured Party shall enforce its rights or remedies in violation of the terms of this Agreement, no Grantor shall be entitled to use such violation as a defense to any action by any First-Priority Secured Party or Second-Priority Secured Party, or to assert such violation as a counterclaim or basis for set off or recoupment against any First-Priority Secured Party or Second-Priority Secured Party.

     3.6. Actions Upon Breach.

     (a) If any Second-Priority Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Common Collateral, such Grantor, with the prior written consent of the First-Priority Representative, may interpose as a defense or dilatory plea the making of this Agreement, and any First-Priority Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.

     (b) Should any Second-Priority Secured Party, contrary to this Agreement, in any way take, attempt to take or threaten to take any action with respect to the Common Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or take any other action in violation of this Agreement, or fail to take any action required by this Agreement, this Agreement shall create an irrebuttable presumption and admission by such Second-Priority Secured Party that any First-Priority Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor may obtain relief against such Second-Priority Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Second-Priority Representative on behalf of each Second-Priority Secured Party that (i) the First-Priority Secured Parties’ damages from such actions of any Second-Priority Secured Party may at that time be difficult to ascertain and may be irreparable and the harm to the First-Priority Secured Parties may not be adequately compensated in damages and (ii) each Second-Priority Secured Party waives any defense that the Grantors and/or the First-Priority Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages.

     Section 4. Application Of Proceeds Of Common Collateral; Dispositions And Releases Of Common Collateral; Inspection and Insurance.

     4.1. Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral (including any interest earned thereon) resulting from the sale, collection or other disposition of Common Collateral resulting from any Enforcement Action or that occurs after any Event of Default (as defined in the First-Priority Documents), whether or not pursuant to an Insolvency or Liquidation Proceeding, or

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during the pendency of any Insolvency or Liquidation Proceeding shall be distributed as follows: first to the First-Priority Representative for application to the First-Priority Obligations in accordance with the terms of the First-Priority Documents, until the First-Priority Obligations Payment Date has occurred and thereafter, to the Second-Priority Representative for application in accordance with the terms of the Second-Priority Documents. Until the occurrence of the First-Priority Obligations Payment Date, any Common Collateral, including any Common Collateral constituting proceeds, that may be received by any Second-Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First-Priority Representative, for the benefit of the First-Priority Secured Parties, in the same form as received, with any necessary endorsements, and each Second-Priority Secured Party hereby authorizes the First-Priority Representative to make any such endorsements as agent for the Second-Priority Representative (which authorization, being coupled with an interest, is irrevocable).

     4.2. Releases of Second-Priority Lien.

     (a) Upon (i) any sale or other disposition of Common Collateral permitted pursuant to the terms of the First-Priority Documents that results in the release of the First-Priority Lien on any Common Collateral (including any sale or other disposition pursuant to any Enforcement Action) or (ii) any other release of Common Collateral from the Lien under the First-Priority Security Documents that is permitted pursuant to the terms of the First-Priority Documents, the Second-Priority Lien on such Common Collateral (excluding any portion of the proceeds of such Common Collateral remaining after the First-Priority Obligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person.

     (b) The Second-Priority Representative shall promptly execute and deliver such release documents and instruments and shall take such further actions as the First-Priority Representative shall request to evidence any release of the Second-Priority Lien described in paragraph (a) of this Section 4.2. The Second-Priority Representative hereby appoints the First-Priority Representative and any officer or duly authorized person of the First-Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Second-Priority Representative and in the name of the Second-Priority Representative or in the First-Priority Representative’s own name, from time to time, in the First-Priority Representative’s sole discretion, for the purposes of carrying out the terms of this Section 4.2, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this Section 4.2, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

     4.3. Inspection Rights and Insurance.

     (a) As between any First-Priority Secured Party and any Second-Priority Secured Party and subject to the terms of any First-Priority Agreement, any First-Priority Secured Party and its representatives and invitees may at any time inspect, repossess, remove and otherwise deal with the Common Collateral, and the First-Priority Representative may advertise and conduct public auctions or private sales of the Common Collateral, in each case without notice to, the involvement of or interference by any Second-Priority Secured Party or liability to any Second-Priority Secured Party.

     (b) Until the First-Priority Obligations Payment Date has occurred, the First-Priority Representative will have the sole and exclusive right (i) to be named as additional insured and loss payee under any insurance policies maintained from time to time by any Grantor (except that the Second-Priority Representative shall have the right to be named as additional insured and loss payee so long as its Second-

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Priority status is identified in a manner satisfactory to the First-Priority Representative), (ii) to adjust or settle any insurance policy or claim covering the Common Collateral in the event of any loss thereunder and (iii) to approve any award granted in any condemnation or similar proceeding affecting the Common Collateral.

     4.4. Rights as Unsecured Creditors. Subject to the term of the Second-Priority Indenture, the Second-Priority Representative and the other Second-Priority Secured Parties may exercise rights and remedies as unsecured creditors against the Issuers or any other Grantor that has guaranteed the Second-Priority Obligations in accordance with the terms of the Second-Priority Documents, including the acceleration of any Indebtedness or other obligations owing under the Second-Priority Documents or the demand for payment under the guarantee in respect thereof, in each case in accordance with the terms of the applicable Second-Priority Documents and applicable law and not otherwise inconsistent with the terms of this Agreement. Subject to the term of the Second-Priority Indenture, nothing in this Agreement shall prohibit the receipt by any Second-Priority Representative or any other Second-Priority Secured Party of the required payments of interest and principal so long as such receipt is not the direct or indirect result of (a) the exercise by any Second-Priority Representative or any other Second-Priority Secured Party of rights or remedies as a secured creditor in respect of Common Collateral or other collateral or (b) the enforcement in contravention of this Agreement of any Lien in respect of Second-Priority Liens held by any of them. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Priority Representative or the other First-Priority Secured Parties may have with respect to the First-Priority Collateral. Notwithstanding anything herein to the contrary, nothing in this Agreement shall impair or otherwise adversely affect the rights or remedies the First-Priority Representative or the other First-Priority Secured Parties may have pursuant to the subordination provisions in the Second-Priority Indenture or any other Second-Priority Document. In the event of any conflict between this Agreement and such subordination provisions, any such conflict shall be interpreted in favor of the First-Priority Secured Parties as granting them the maximum rights and recovery available under such subordination provisions and this Agreement.

     Section 5. Insolvency or Liquidation Proceedings.

     5.1. Filing of Motions. Until the First-Priority Obligations Payment Date has occurred, the Second-Priority Representative agrees on behalf of itself and the other Second-Priority Secured Parties that, with the prior written consent of the First-Priority Representative, no Second-Priority Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleading or motion, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Common Collateral, including with respect to the determination of any Liens or claims (including the validity and enforceability thereof) held by the First-Priority Representative or any other First-Priority Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that notwithstanding anything herein to the contrary, (a) in any Insolvency or Liquidation Proceeding, the Second-Priority Representative may file a proof of claim or statement of interest with respect to the applicable Second-Priority Liens and (b) the Second-Priority Representative may (i) take any such action (not adverse to the First-Priority Liens on the Common Collateral securing the First-Priority Obligations, or the rights of either the First-Priority Representative or the other First-Priority Secured Parties to exercise remedies in respect thereof) to the extent required to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Liens on, the Common Collateral, or (ii) otherwise file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, or other pleading made by any person objecting to or otherwise seeking the disallowance of its claims, in each case of (a) and (b) above, to the extent such action is not inconsistent with, and could not result in a resolution inconsistent with, the terms of this Agreement.

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     5.2. Financing Matters. If any Grantor becomes subject to any Insolvency or Liquidation Proceeding, and if the First-Priority Representative (acting at the direction of the requisite First-Priority Secured Parties) desires to consent (or not object) to the use of cash collateral under the Bankruptcy Code or any other Bankruptcy Law or to provide financing to any Grantor under Section 363 or Section 364 of the Bankruptcy Code or any other similar provision in any Bankruptcy Law or to consent (or not object) to the provision of such financing (including financing that primes or takes priority over existing Liens) to any Grantor by any third party (any such financing, “DIP Financing”), then the Second-Priority Representative agrees, on behalf of itself and the other Second-Priority Secured Parties, that each Second-Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not support any other Person objecting to, the use of such cash collateral or to such DIP Financing, provided that such parties receive adequate protection in a manner otherwise consistent with the terms of this Agreement, (b) will not request adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second-Priority Liens or claims (i) to any additional or replacement Liens, cash payments, or claims provided as adequate protection to the First-Priority Secured Parties on the same terms as the Second-Priority Liens, right to cash payments, or claims are subordinated to the First-Priority Liens, right to cash payments, or claims under this Agreement and (ii)(x) to the Liens, right to cash payments, or claims securing such DIP Financing (and the Liens securing the Second-Priority Obligations shall have the same priority with respect to the Common Collateral relative to the Liens securing the First-Priority Obligations as if such DIP Financing had not occurred), (y) to any “carve-out” agreed to by the First-Priority Representative or the other First-Priority Secured Parties and (z) in the case of any Insolvency or Liquidation Proceeding outside the United States, to any administrative or other charges granted in such Insolvency or Liquidation Proceeding that are similar in nature to a “carve-out” and agreed to by the First-Priority Representative or the other First-Priority Secured Parties, in the case of each of clauses (ii) (x), (y) and (z), with such subordination to be on the same terms as the First-Priority Liens or claims are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (d) will be deemed to have consented to, and will raise no objection to, and will not support any other Person objecting to (i) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of the First-Priority Obligations made by the First-Priority Representative or any First-Priority Secured Party, (ii) any lawful exercise by the First-Priority Representative or any other First-Priority Secured Party of the right to credit bid any First-Priority Obligations at any sale in foreclosure of First-Priority Collateral or (iii) any other request for judicial relief made in any court by the First-Priority Representative or any other First-Priority Secured Party relating to the lawful enforcement of any First-Priority Lien.

     5.3. Relief From the Automatic Stay. The Second-Priority Representative agrees, on behalf of itself and the other Second-Priority Secured Parties, that none of them will seek relief from the automatic stay or from any other stay in any Insolvency or Liquidation Proceeding or take any action in derogation thereof, in each case in respect of any Common Collateral, without the prior written consent of the First-Priority Representative.

     5.4. Adequate Protection. The Second-Priority Representative, on behalf of itself and the other Second-Priority Secured Parties, agrees that none of them shall object to, contest, or support any other Person objecting to or contesting (a) any request by the First-Priority Representative or the other First-Priority Secured Parties for adequate protection or any adequate protection provided to the First-Priority Representative or the other First-Priority Secured Parties or (b) any objection by the First-Priority Representative or any other First-Priority Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection or (c) the payment of interest, fees, expenses, costs, charges or other amounts to the First-Priority Representative or any other First-Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. Notwithstanding anything contained in this Section and in Section 5.2(b) (but subject to all other provisions of this Agreement,

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including Sections 5.2(a) and 5.3), in any Insolvency or Liquidation Proceeding, (i) if the First-Priority Secured Parties (or any subset thereof) are granted adequate protection that includes additional or replacement collateral (with replacement Liens on such additional collateral), cash payments, or claims in connection with any DIP Financing or use of cash collateral, then in connection with any such DIP Financing or use of cash collateral the Second-Priority Representative, on behalf of itself and any of the other Second-Priority Secured Parties, may seek adequate protection consisting of an additional or replacement Lien on the same collateral, cash payment, or claim (as applicable), subordinated to the Liens, cash payments, or claims (as applicable) securing (1) such DIP Financing on the same terms as the First-Priority Liens or claims are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), and (2) the First-Priority Obligations on the same basis as the other Liens, cash payments, or claims (as applicable) securing the Second-Priority Obligations are so subordinated to the First-Priority Obligations under this Agreement and (ii) in the event the Second-Priority Representative, on behalf of itself and the other Second-Priority Secured Parties, seeks or accepts adequate protection in accordance with clause (i) above in the form of additional or replacement collateral, cash payments, or claims, then the Second-Priority Representative, on behalf of itself or any of the other Second-Priority Secured Parties, agrees that the First-Priority Representative shall also be granted a senior Lien on such collateral, right to cash payment, or claims (as applicable) as security for the First-Priority Obligations and any such DIP Financing and that any Lien, cash payment, or claim (as applicable) on such collateral securing the Second-Priority Obligations shall be subordinated to (A) the Liens on such collateral securing the First-Priority Obligations and any other Liens, cash payment, or claims granted to the First-Priority Secured Parties as adequate protection on the same terms that the Liens, right to cash payment, or claims securing the Second-Priority Obligations are subordinated to such First-Priority Obligations under this Agreement and (B) (x) the Liens or claims on such collateral securing such DIP Financing (and all obligations relating thereto), (y) any “carve-out” agreed to by the First-Priority Representative or the other First-Priority Secured Parties and (z) in the case of any Insolvency or Liquidation Proceeding outside the United States, any administrative or other charges granted in any Insolvency or Liquidation Proceeding that are similar in nature to a “carve-out” and agreed to by the First-Priority Representative or the other First-Priority Secured Parties, in the case of each of clauses (B) (x), (y) and (z), with such subordination to be on the same terms as the Liens or claims securing the First-Priority Obligations are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement). The Second-Priority Representative, on behalf of itself and the other Second-Priority Secured Parties, agrees that except as expressly set forth in this Section 5.4, and except for adequate protection in the form of access to information to the extent such access is also made available to the First-Priority Representative on behalf of itself and the other First-Priority Secured Parties, none of them shall seek adequate protection without the prior written consent of the First-Priority Representative.

     5.5. Avoidance Issues. If any First-Priority Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay to the bankruptcy trustee or the estate of any Grantor, because such amount was avoided or ordered to be paid or disgorged for any reason, including because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the First-Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and the First-Priority Obligations Payment Date, if it shall otherwise have occurred, shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Second-Priority Secured Parties agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that

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the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

     5.6. Asset Dispositions in an Insolvency or Liquidation Proceeding. Neither the Second-Priority Representative nor any other Second-Priority Secured Party shall, in an Insolvency or Liquidation Proceeding or otherwise, oppose any sale or other disposition of any assets of any Grantor that is supported by the First-Priority Secured Parties, and the Second-Priority Representative and each other Second-Priority Secured Party will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any such sale or other disposition of assets supported by the First-Priority Secured Parties and to have released their Liens on such assets; provided, to the extent such sale is to be free and clear of Liens, that the Liens securing the First-Priority Obligations and the Second-Priority Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens released on the assets sold and further provided that they may assert any such objection that could be asserted by an unsecured creditor (without limiting the foregoing, neither the Second-Priority Representative nor any other Second-Priority Secured Party may raise any objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or any comparable provision of any other Bankruptcy Law) with respect to the Liens granted to such person in respect of such assets).

     5.7. Separate Grants of Security and Separate Classification. Each Second-Priority Secured Party acknowledges and agrees that (a) the grants of Liens pursuant to the First-Priority Security Documents and the Second-Priority Security Documents constitute two separate and distinct grants of Liens and (b) because of, among other things, their differing rights in the Common Collateral, the Second-Priority Obligations are fundamentally different from the First-Priority Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First-Priority Secured Parties and Second-Priority Secured Parties in respect of the Common Collateral constitute only one class of secured claims (rather than separate classes of senior and junior secured claims), then the Second-Priority Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Common Collateral (with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the Second-Priority Secured Parties), the First-Priority Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest (whether or not such Post-Petition interest is allowed or would be allowable in whole or in part in any such Insolvency or Liquidation Proceeding) before any distribution is made in respect of the claims held by the Second-Priority Secured Parties, with the Second-Priority Secured Parties hereby acknowledging and agreeing to turn over to the First-Priority Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second-Priority Secured Parties), and that, until turned over to the First-Priority Secured Parties, such amounts will be held in trust for the First-Priority Secured Parties.

     5.8. No Waivers of Rights of First-Priority Secured Parties. Nothing contained herein shall prohibit or in any way limit the First-Priority Representative or any other First-Priority Secured Party from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by any Second-Priority Secured Party not expressly permitted hereunder, including the seeking by any Second-Priority Secured Party of adequate protection (except as provided in Section 5.4) or the asserting by any Second-Priority Secured Party of any of its rights and remedies under the Second-Priority Documents or otherwise.

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     5.9. Plans of Reorganization. No Second-Priority Secured Party shall support or vote in favor of any plan of reorganization (and each shall be deemed to have voted to reject any plan of reorganization) unless such plan (a) pays off, in cash in full, all First-Priority Obligations or (b) is accepted by the class of holders of First-Priority Obligations voting thereon under section 1126 of the Bankruptcy Code.

     5.10. [Reserved].

     5.11. Effectiveness in Insolvency or Liquidation Proceedings. This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under section 510(a) of the Bankruptcy Code, shall be effective before, during and after the commencement of an Insolvency or Liquidation Proceeding. All references to any of the Issuers or any Grantor herein shall apply to any trustee for such Person and such Person as debtor in possession. The relative rights as to the Common Collateral and other collateral and proceeds thereof shall continue after the filing thereof on the same basis as prior to the date of the petition, subject to any court order approving the financing of, or use of cash collateral by, any such Person.

     5.12. Reorganization Securities. If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor (“Reorganization Securities”) are distributed, pursuant to a plan of reorganization or similar dispositive restructuring plan, on account of the Second-Priority Obligations, then the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations. In no event shall the Second-Priority Creditors be required to turn over to the First-Priority Representative or any other First-Priority Secured Party any Reorganization Securities to the extent the same are subject to this Section 5.12.

     5.13. Post-Petition Claims. None of the Second-Priority Representative, the Second-Priority Trustee or any Second-Priority Secured Party shall oppose or seek to challenge any claim by the First-Priority Representative or any other First-Priority Secured Party for allowance in any Insolvency or Liquidation Proceeding of First-Priority Obligations consisting of Post-Petition Interest or indemnities to the extent of the value of the Liens in favor of the First-Priority Representative and the other First-Priority Secured Parties, without regard to the existence of the Liens of the Second-Priority Representative on behalf of the Second-Priority Secured Parties on the Common Collateral. The Second-Priority Representative, the Second-Priority Trustee or any Second-Priority Secured Party may, with the prior written consent of the First-Priority Representative, seek to assert a claim for allowance in any Insolvency or Liquidation Proceeding of Second-Priority Obligations consisting of Post-Petition Interest or indemnities.

     5.14. Waivers. Until the First-Priority Obligations Payment Date, the Second-Priority Representative, on behalf of itself and each Second-Priority Secured Party, agrees that (a) it will not assert or enforce any claim under Section 506(c) of the Bankruptcy Code senior to or on a parity with the Liens securing the First-Priority Obligations for costs or expenses of preserving or disposing of any Common Collateral or other collateral and (b) waives any claim it may now or hereafter have arising out of the election by any First-Priority Creditor of the application of Section 1111(b)(2) of the Bankruptcy Code.

     Section 6. Second-Priority Documents and First-Priority Documents.

     (a) Each Grantor and the Second-Priority Representative, on behalf of itself and the other Second-Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the Second-Priority Documents in violation of this Agreement.

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     (b) Each Grantor and the First-Priority Representative, on behalf of itself and the other First-Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the First-Priority Documents in violation of this Agreement.

     (c) In the event the First-Priority Representative enters into any amendment, waiver or consent in respect of any of the First-Priority Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First-Priority Security Document or changing in any manner the rights of any parties thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second-Priority Security Document without the consent of or action by any Second-Priority Secured Party (with all such amendments, waivers and modifications subject to the terms hereof); provided that (other than with respect to amendments, modifications or waivers that secure additional extensions of credit and add additional secured creditors and do not violate the express provisions of the Second-Priority Agreements), (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Second-Priority Security Document, except to the extent that a release of such Lien is permitted by Section 4.2, (ii) any such amendment, waiver or consent that materially and adversely affects the rights of the Second-Priority Secured Parties and does not affect the First-Priority Secured Parties in a like or similar manner shall not apply to the Second-Priority Security Documents without the consent of the Second-Priority Representative and (iii) notice of such amendment, waiver or consent shall be given to the Second-Priority Representative no later than 15 days after its effectiveness; provided that the failure to give such notice shall not affect the effectiveness and validity thereof.

     Section 7. Reliance; Waivers; etc.

     7.1. Reliance. The First-Priority Documents are deemed to have been executed and delivered, and all extensions of credit thereunder are deemed to have been made or incurred, in reliance upon this Agreement. The Second-Priority Representative, on behalf of it itself and the other Second-Priority Secured Parties, expressly waives all notice of the acceptance of and reliance on this Agreement by the First-Priority Secured Parties. The Second-Priority Documents are deemed to have been executed and delivered and all issuances of debt and other extensions of credit thereunder are deemed to have been made or incurred, in reliance upon this Agreement. The First-Priority Representative expressly waives, on behalf of itself and all the other First-Priority Secured Parties, all notices of the acceptance of and reliance by the Second-Priority Representative and the other Second-Priority Secured Parties.

     7.2. No Warranties or Liability. The Second-Priority Representative and the First-Priority Representative acknowledge and agree that neither has made any representation or warranty with respect to the execution, validity, legality, completeness, collectability or enforceability of any other First-Priority Document or any Second-Priority Document. Except as otherwise provided in this Agreement, the Second-Priority Representative and the First-Priority Representative will be entitled to manage and supervise their respective extensions of credit to any Grantor in accordance with law and their usual practices, modified from time to time as they deem appropriate.

     7.3. No Waivers. No right or benefit of any party hereunder shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such party or any other party hereto or by any noncompliance by any Grantor with the terms and conditions of any of the First-Priority Documents or the Second-Priority Documents.

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     Section 8. Obligations Unconditional.

     8.1. First-Priority Obligations Unconditional. All rights and interests of the First-Priority Secured Parties hereunder, and all agreements and obligations of the Second-Priority Secured Parties (and, to the extent applicable, the Grantors) hereunder, shall remain in full force and effect irrespective of:

     (a) any lack of validity or enforceability of any First-Priority Document;

     (b) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the First-Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First-Priority Document;

     (c) prior to the First-Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common Collateral or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any portion of the First-Priority Obligations or any guarantee or guaranty thereof; or

     (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Grantor in respect of the First-Priority Obligations, or of any Second-Priority Secured Party, or any Grantor, to the extent applicable, in respect of this Agreement.

     8.2. Second-Priority Obligations Unconditional. All rights and interests of the Second-Priority Secured Parties hereunder, and all agreements and obligations of the First-Priority Secured Parties (and, to the extent applicable, the Grantors) hereunder, shall remain in full force and effect irrespective of:

     (a) any lack of validity or enforceability of any Second-Priority Document;

     (b) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Second Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Second-Priority Document;

     (c) any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common Collateral or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any portion of the Second-Priority Obligations or any guarantee or guaranty thereof; or

     (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Grantor in respect of the Second Priority Obligations, or of any First-Priority Secured Party, or any Grantor, to the extent applicable, in respect of this Agreement.

     Section 9. Miscellaneous.

     9.1. Conflicts. In the event of any conflict between the provisions of this Agreement and the provisions of any First-Priority Document or any Second-Priority Document, the provisions of this Agreement shall govern.

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     9.2. Continuing Nature of Provisions. This Agreement shall continue to be effective, and shall not be revocable by any party hereto, until the First-Priority Obligations Payment Date shall have occurred, subject to Section 5.5. This is a continuing agreement and the First-Priority Secured Parties and the Second-Priority Secured Parties may continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations, lend monies and provide indebtedness to, or for the benefit of, any Issuer or any other Grantor on the faith hereof.

     9.3. Amendments; Waivers. i) No amendment or modification of any of the provisions of this Agreement shall be effective unless the same shall be in writing and signed by the First-Priority Representative and the Second-Priority Representative, and, in the case of amendments or modifications of Sections 3.5, 3.6, 9.5 or 9.6 that directly affect the rights or obligations of any Grantor, such Grantor.

     (a) It is understood that the First-Priority Representative and the Second-Priority Representative, without the consent of each other or any other First-Priority Secured Party or Second-Priority Secured Party may in their discretion determine that a supplemental agreement (which may take the form of an amendment and restatement of this Agreement) is necessary or appropriate to facilitate having additional indebtedness or other obligations (“Additional Debt”) of any of the Grantors become First-Priority Obligations or Second-Priority Obligations, as the case may be, under this Agreement, which supplemental agreement shall specify whether such Additional Debt constitutes First-Priority Obligations or Second-Priority Obligations; provided that, such Additional Debt is permitted to be incurred by the First-Priority Agreement and Second-Priority Agreement then extant, and is permitted by said Agreements to be subject to the provisions of this Agreement as First-Priority Obligations or Second-Priority Obligations, as applicable.

     (b) In addition, at the request of the Issuers, the November 2009 Trustee, the First-Priority Collateral Agent, the December 2009 Trustee, the Second-Priority Trustee and the Second-Priority Collateral Agent agree to enter into any amendment to this Agreement or any new intercreditor agreement in order to (1) facilitate Additional Debt becoming First-Priority Obligations or Second-Priority Obligations to the extent such Obligations are permitted by the First-Priority Agreement and the Second-Priority Agreement, with the Lien priority contemplated by such amendment, (2) document the relationship among Second-Priority Creditors pursuant to different Second-Priority Agreements, including, to the extent permitted under each extant First-Priority Agreement and Second-Priority Agreement, the treatment of the Liens securing Second-Priority Obligations under any Additional Second-Priority Agreement as equal and ratable with the Liens securing the Second-Priority Obligations under the Second-Priority Indenture or any other Additional Second-Priority Agreement and (3) document the relationship between the First-Priority Creditors and the Second-Priority Creditors in case any then existing First-Priority Agreement or Second-Priority Agreement is refinanced or replaced or the November 2009 Trustee, the First-Priority Collateral Agent, the December 2009 Trustee, the Second-Priority Trustee or the Second-Priority Collateral Agent is replaced; provided, that, in any case, the terms of such amendment or new agreement will contain terms substantially the same as the terms contained in this Agreement.

     9.4. Information Concerning Financial Condition of the Issuers and the other Grantors. Each of the Second-Priority Creditors and the First-Priority Creditors shall be responsible for keeping itself informed of the financial condition of the Issuers and each of the other Grantors and all other circumstances bearing upon the risk of nonpayment of the First-Priority Obligations or the Second-Priority Obligations. The Second-Priority Representative and the First-Priority Representative hereby agree that no party shall have any duty to advise any other party of information known to it regarding such condition or any such circumstances. In the event the Second-Priority Representative or the First-Priority Representative, in its sole discretion, undertakes at any time or from time to time to provide any information to any other party to this Agreement, it shall be under no obligation (a) to provide any such

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information to such other party or any other party on any subsequent occasion, (b) to undertake any investigation, or (c) to disclose any other information.

     9.5. Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York, except as otherwise required by mandatory provisions of law and except to the extent that remedies provided by the laws of any jurisdiction other than the State of New York are governed by the laws of such jurisdiction.

     9.6. Submission to Jurisdiction.

     (a) Each First-Priority Secured Party, each Second-Priority Secured Party and each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment pursuant to any such action or proceeding, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any First-Priority Secured Party or Second-Priority Secured Party may otherwise have to bring any action or proceeding against any Grantor or its properties in the courts of any jurisdiction.

     (b) Each First-Priority Secured Party, each Second-Priority Secured Party and each Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, (i) any objection it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such action or proceeding.

     (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.7. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

     9.7. Notices. Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and may be personally served, telecopied, or sent by overnight express courier service or United States mail and shall be deemed to have been given when delivered in person or by courier service, upon receipt of a telecopy or five days after deposit in the United States mail (certified, with postage prepaid and properly addressed). For the purposes hereof, the address of (a) each of the Issuers, the November 2009 Trustee, December 2009 Trustee and the Second-Priority Trustee shall be as set forth in the November 2009 Indenture, December 2009 Indenture and the Second-Priority Indenture, as applicable, and (b) any other party shall be in care of the Issuers as so set forth in clause (a), or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties.

     9.8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and each of the First-Priority Secured Parties and Second-Priority Secured Parties and their respective successors and assigns, and nothing herein is intended, or shall be construed, to give any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral.

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     9.9. Headings. Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

     9.10. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

     9.11. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement shall become effective when it shall have been executed by each party hereto.

     9.12. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

     9.13. Additional Grantors. The Issuers shall cause each Person that becomes a Grantor after the date hereof (other than any such Grantor that does not grant any Liens to secure any of the Second-Priority Obligations, until such time as such Grantor does grant any such Liens) to become a party to this Agreement by executing and delivering a supplement to this Agreement in form and substance reasonably satisfactory to the First-Priority Representative and the Second-Priority Representative.

     9.14. Representatives.

     (a) It is understood and agreed that the First-Priority Collateral Agent, the November 2009 Trustee and the December 2009 Trustee are entering into this Agreement in their capacity as trustee and collateral agent under the November 2009 Indenture and the December 2009 Indenture, as applicable, and the provisions of Article Six and Article Fourteen of the November 2009 Indenture and Article Six and Article Fourteen of the December 2009 Indenture applicable to the First-Priority Collateral Agent, the November 2009 Trustee and the December 2009 Trustee, as trustee and collateral agent thereunder as applicable, shall also apply to the First-Priority Collateral Agent if it serves as First-Priority Representative hereunder.

     (b) It is understood and agreed that the Second-Priority Collateral Agent and the Second-Priority Trustee are entering into this Agreement in their capacity as trustee and collateral agent under the Second-Priority Indenture, and the provisions of Article Six and Article Fourteen of the Second-Priority Indenture applicable to the Second-Priority Collateral Agent and the Second-Priority Trustee, as trustee and collateral agent thereunder, shall also apply to the Second-Priority Collateral Agent if it serves as First-Priority Representative hereunder.

     (c) In connection with its execution of this Agreement and its actions hereunder, each of the First-Priority Representative and the Second-Priority Representative shall be entitled to all rights, privileges, benefits, protections, immunities and indemnities provided to it as trustee and collateral agent under the First-Priority Documents and as trustee and collateral agent under the Second-Priority Documents, respectively.

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     9.15. Subrogation. The Second-Priority Representative, for itself and on behalf of the other Second-Priority Secured Parties, hereby waives any rights of subrogation it or they may acquire as a result of any payment hereunder until the First-Priority Obligations Payment Date has occurred; provided, however, that, as between the Issuers and the other Grantors, on the one hand, and the Second-Priority Secured Parties, on the other hand, any such payment that is paid over to the First-Priority Representative pursuant to this Agreement shall be deemed not to reduce any of the Second-Priority Obligations unless and until (and then only to the extent that) the First-Priority Obligations Payment Date has occurred and the First-Priority Representative delivers any such payment to the Second-Priority Representative.

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

WILLMINGTON TRUST FSB, as November 2009 Trustee, December 2009 Trustee and Existing First-Priority Collateral Agent on behalf of the First-Priority Secured Parties
By:	/s/ Jane Schweiger
	Name:	Jane Schweiger
	Title:	Vice President

[Signature Page to Intercreditor Agreement]

WILLMINGTON TRUST FSB, as Second-Priority Trustee and Existing Second-Priority Collateral Agent on behalf of the Second-Priority Secured Parties
By:	/s/ Jane Schweiger
	Name:	Jane Schweiger
	Title:	Vice President

[Signature Page to Intercreditor Agreement]

CLEARWIRE COMMUNICATIONS LLC
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer
CLEARWIRE FINANCE, INC.
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

GUARANTORS: CLEARWIRE LEGACY LLC and CLEARWIRE XOHM LLC
By:	Clearwire Communications, LLC, as manager
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

CLEAR WIRELESS, LLC, CLEARWIRE SPECTRUM HOLDINGS III LLC, CLEARWIRE US LLC and CLEAR MANAGEMENT SERVICES LLC
By:	Clearwire Communications, LLC, as member
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

CLEAR GLOBAL SERVICES LLC and CLEAR PARTNER HOLDINGS LLC
By:	Clear Wireless LLC, as member
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

[Signature Page to Intercreditor Agreement]

BILLING LEGACY LLC, CLEARWIRE TELECOMMUNICATIONS SERVICES, LLC, CLEARMEDIA, LLC, FIXED WIRELESS HOLDINGS, LLC, CLEARWIRE SPECTRUM HOLDINGS II LLC and CLEARWIRE SPECTRUM HOLDINGS LLC
By:	Clearwire Legacy LLC, as member
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

WINBEAM LLC
By:	Clearwire US LLC, as member
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

AMERICAN TELECASTING DEVELOPMENT, LLC, AMERICAN TELECASTING OF ANCHORAGE, LLC, AMERICAN TELECASTING OF BEND, LLC, FRESNO MMDS ASSOCIATES, LLC, AMERICAN TELECASTING OF COLUMBUS, LLC, AMERICAN TELECASTING OF DENVER, LLC, AMERICAN TELECASTING OF FORT MYERS, LLC, AMERICAN TELECASTING OF FT. COLLINS, LLC, AMERICAN TELECASTING OF GREEN BAY, LLC, AMERICAN TELECASTING OF LANSING, LLC, AMERICAN TELECASTING OF LINCOLN, LLC, AMERICAN TELECASTING LITTLE ROCK, LLC, AMERICAN TELECASTING OF LOUISVILLE, LLC, AMERICAN TELECASTING OF MEDFORD, LLC, AMERICAN TELECASTING OF MICHIANA, LLC, AMERICAN TELECASTING OF MONTEREY, LLC, AMERICAN TELECASTING OF REDDING, LLC,

[Signature Page to Intercreditor Agreement]

AMERICAN TELECASTING OF SANTA BARBARA, LLC, AMERICAN TELECASTING OF SEATTLE, LLC, AMERICAN TELECASTING OF SHERIDAN, LLC, AMERICAN TELECASTING OF YUBA CITY, LLC, ATI OF SANTA ROSA, LLC, ATI SUB, LLC, NSAC, LLC, ALDA WIRELESS HOLDINGS, LLC, PCTV GOLD II, LLC, PCTV OF SALT LAKE CITY, LLC, PCTV SUB, LLC, PEOPLE’S CHOICE TV OF ALBUQUERQUE, LLC, PEOPLE’S CHOICE TV OF HOUSTON, LLC, PEOPLE’S CHOICE TV OF ST. LOUIS, LLC, SPEEDCHOICE OF DETROIT, LLC, SPEEDCHOICE OF PHOENIX, LLC, ATL MDS, LLC, BAY AREA CABLEVISION, LLC, BROADCAST CABLE, LLC, SCC X, LLC, SPRINT (BAY AREA), LLC, TDI ACQUISITION SUB, LLC, TRANSWORLD TELECOM II, LLC, WAVEPATH SUB, LLC, WBS OF AMERICA, LLC, WBS OF SACRAMENTO, LLC, WBSY LICENSING, LLC, WBSFP LICENSING, LLC, WCOF, LLC, WIRELESS BROADBAND SERVICES OF AMERICA, LLC and KENNEWICK LICENSING, LLC

By:	Clearwire XOHM LLC, as manager
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance & Treasurer

[Signature Page to Intercreditor Agreement]

EX-4.11

Exhibit 4.11

AMENDMENT TO EQUITYHOLDERS’ AGREEMENT

     THIS AMENDMENT (this “Amendment”) of that certain Equityholders’ Agreement dated as of November 28, 2008 (the “Agreement”) is entered into as of December 8, 2010 (the “Effective Date”), by and among CLEARWIRE CORPORATION, a Delaware corporation (the “Company”), SPRINT HOLDCO, LLC, a Delaware limited liability company (“Sprint”), EAGLE RIVER HOLDINGS, LLC, a Washington limited liability company (“Eagle River”), INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008A, a Delaware corporation (“Intel A”), INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008B, a Delaware corporation (“Intel B”), INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008C, a Delaware corporation (“Intel C”), INTEL CAPITAL CORPORATION, a Delaware corporation (“Intel Capital”), INTEL CAPITAL (CAYMAN) CORPORATION, a Cayman Islands corporation (“Intel Cayman”), MIDDLEFIELD VENTURES, INC., a Delaware corporation (“Middlefield”, and together with Intel A, Intel B, Intel C, Intel Capital and Intel Cayman, “Intel”), and COMCAST CORPORATION, a Pennsylvania corporation, in its capacity as the Strategic Investor Representative. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

RECITALS

     WHEREAS, the parties desire to amend Section 2.13 of the Agreement.

     NOW THEREFORE, the parties hereto agree as follows:

AGREEMENT

1. Amendment. Section 2.13 shall be amended by adding subsection (j) as follows:

          “(j) In addition to the foregoing rights, Sprint Nextel may unilaterally elect to take, and cause the Company to take, any of the actions specified in Section 2.13(d) at any time to the extent it determines in good faith such actions are reasonably necessary to eliminate or ameliorate any risk that a breach or default by the Company or any of its Subsidiaries under any Indebtedness of the Company or any of its Subsidiaries could trigger a cross-default or cross-acceleration under any Sprint Senior Debt Agreement. In such event, Sprint will be entitled to all rights to revoke its election and restore its rights as are set forth in Sections 2.13(e) and (f).”

2. Other Provisions. This Amendment shall be limited as written, nothing herein shall be deemed to constitute an amendment of any other term, provision or condition of the Agreement or prejudice any right or remedy that any party hereto may have or may in the future have under the Agreement or otherwise and, except as expressly set forth in Section 1 above and in the Waiver, dated as of May 13, 2010, among the parties hereto, all provisions of the Agreement shall remain in full force and effect. Without limiting the generality of the preceding sentence, except as specifically set forth above, nothing in this Amendment shall affect, or be deemed a waiver of, any Board or Equityholder approval provision in the Agreement.

3. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Amendment.

4. Confidential Information. This Amendment shall be deemed Confidential Information as defined in Section 4.7 of the Agreement.

5. Amendment/Assignment. This Amendment may only be amended by an instrument in writing signed on behalf of each of the parties hereto. No party may assign his or its rights or delegate his or its duties and obligations to be performed under this Amendment without the prior written consent of each of the other parties. Other than with respect to Sprint Nextel and the Strategic Investors, which are not signatories to this Amendment but which shall be third party beneficiaries of this Amendment, no other Person may exercise any right or enforce any obligation under this Amendment.

6. Agreement. This Amendment sets forth the entire understanding of the parties with respect to the subject matter contemplated hereby. This Amendment is binding on and will inure to the benefit of Sprint Nextel and all of the Equityholders as well as all other parties hereto and their respective successors and permitted assigns.

7. Notices. All notices and other communications required or permitted under this Amendment shall be made pursuant to Section 4.6 of the Agreement, except that any notices to TWC should be delivered to the following:

Time Warner Cable Inc.
60 Columbus Circle
New York, NY 10023
Attn.: General Counsel
Facsimile No.: (704) 973-6201

with a copy to (which shall not constitute notice):

Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Attn: Matthew W. Abbott
           Robert B. Schumer
Facsimile No.: (212) 757-3990

[Remainder of page intentionally left blank]

     IN WITNESS WHEREOF, the parties to this Amendment have executed this Amendment as of the date set forth in the first paragraph hereof.

CLEARWIRE CORPORATION
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance and Treasurer

[Signature Page to the Amendment to the Equityholders’ Agreement by and among Clearwire Corporation, Sprint Holdco, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., and Comcast Corporation in its capacity as the Strategic Investor Representative]

SPRINT HOLDCO, LLC
By:	/s/ Charles R.Wunsch
	Name:	Charles R.Wunsch
	Title:	President

[Signature Page to the Amendment to the Equityholders’ Agreement by and among Clearwire Corporation, Sprint Holdco, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., and Comcast Corporation in its capacity as the Strategic Investor Representative]

EAGLE RIVER HOLDINGS, LLC
By:	Eagle River Inc., its Manager
By:	/s/ Amit Mehta
	Name:	Amit Mehta
	Title:	Vice President

[Signature Page to the Amendment to the Equityholders’ Agreement by and among Clearwire Corporation, Sprint Holdco, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., and Comcast Corporation in its capacity as the Strategic Investor Representative]

INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008A	INTEL CAPITAL CORPORATION
/s/ Arvind Sodhani	/s/ Arvind Sodhani
Name: Arvind Sodhani	Name: Arvind Sodhani
Title: President	Title: President
INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008B	INTEL CAPITAL (CAYMAN) CORPORATION
/s/ Arvind Sodhani	/s/ Arvind Sodhani
Name: Arvind Sodhani	Name: Arvind Sodhani
Title: President	Title: President
INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008C	MIDDLEFIELD VENTURES, INC.
/s/ Arvind Sodhani	/s/ Arvind Sodhani
Name: Arvind Sodhani	Name: Arvind Sodhani
Title: President	Title: President
CLEARWIRE CORPORATION
/s/ Hope F. Cochran
Name: Hope F. Cochran
Title: Senior Vice President, Finance and Treasurer

[Signature Page to Amendment to the Equityholders’ Agreement by and among Clearwire Corporation, Sprint Holdco, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., and Comcast Corporation in its capacity as the Strategic Investor Representative]

COMCAST CORPORATION, as the Strategic Investor Representative
By:	/s/ Michael J. Angelakis
	Name:	Michael J. Angelakis
	Title:	Senior Vice President, Chief Financial Officer

[Signature Page to the Amendment to the Equityholders’ Agreement by and among Clearwire Corporation, Sprint Holdco, LLC, Eagle River Holdings, LLC, Intel Capital Wireless Investment Corporation 2008A, Intel Capital Wireless Investment Corporation 2008B, Intel Capital Wireless Investment Corporation 2008C, Intel Capital Corporation, Intel Capital (Cayman) Corporation, Middlefield Ventures, Inc., and Comcast Corporation in its capacity as the Strategic Investor Representative]

EX-10.1

Exhibit 10.1

STOCK DELIVERY AGREEMENT

     This agreement (“Agreement”) is made and entered into as of December 8, 2010, by and among Clearwire Communications LLC, a Delaware limited liability company (“Clearwire Communications”), Clearwire Finance, Inc., a Delaware corporation (“Clearwire Finance” and together with Clearwire Communications, the “Issuers”), and Clearwire Corporation, a Delaware corporation (“Parent”).

     WHEREAS, Parent is the managing member of Clearwire Communications, and Clearwire Communications is the sole owner of Clearwire Finance;

     WHEREAS, the Issuers and Parent have entered into a purchase agreement dated as of December 3, 2010 (the “Purchase Agreement”) with J.P. Morgan Securities LLC, as representative of the initial purchasers listed on Schedule 1 thereto (the “Initial Purchasers”), providing for the issuance and sale by the Issuers in an offering under Rule 144A promulgated under the Securities Act of 1933, as amended (the “Act”), of up to $1.41 billion in aggregate principal amount of the Issuers’ 8.25% Exchangeable Notes due 2040 (the “Notes”), which Notes are exchangeable under certain circumstances into shares of Class A common stock, par value $0.0001 per share, of Parent (the “Class A Shares”); and

     NOW, THEREFORE, in consideration of the foregoing and in consideration of the mutual covenants contained herein, the parties agree as follows:

Agreement

     1. If the Issuers are required or choose to deliver Class A Shares to the holders of the Notes in accordance with the terms of the Notes and the Indenture, dated as of December 8, 2010 (the “Indenture”), by and among the Issuers, the guarantors party thereto, and Wilmington Trust FSB, as trustee (the “Trustee”), related to the Notes, then, to the extent necessary to enable the Issuers to satisfy such obligation, Parent agrees to issue to the holders of the Notes the number of Class A Shares that the Issuers are obligated to deliver, and the Issuers hereby direct Parent to deliver, or cause to be delivered, such Class A Shares to the holders of the Notes on behalf of the Issuers in accordance with the Indenture. Any Class A Shares delivered by Parent to the holders of the Notes on behalf of the Issuers shall be upon issuance fully paid and non-assessable by Parent and free from all taxes, liens and charges with respect to the issue thereof.

     2. If the Class A Shares are listed on a national securities exchange or automated quotation system, Parent agrees to use its reasonable best efforts to cause the Class A Shares required to be delivered by the Issuers to the holders of the Notes upon exchange of the Notes to be listed on such national securities exchange or automated quotation system.

     3. Parent hereby agrees that if Parent issues “restricted securities” (within the meaning of Rule 144(a)(3) under the Act) to holders of the Notes pursuant to paragraph 1 hereof, Parent shall make available and deliver to such holders such information and reports as Clearwire Communications would be required pursuant to the Indenture to provide to such holders of the Notes; provided that if Parent or Clearwire Communications has electronically filed with the Securities and Exchange Commission’s Next-Generation EDGAR system (or

any successor system) the reports described in Section 1007(a) of the Indenture (including any consolidating information required by Section 1007(b) of the Indenture, unless otherwise provided to the Trustee and the Holders), Parent and the Issuers shall be deemed to have satisfied the requirements of this paragraph 3.

     4. Parent hereby agrees to notify the Issuers promptly upon the occurrence of any event that would cause an adjustment to the amount of Class A Shares required to be delivered by the Issuers upon exchange of the Notes as set forth in the Indenture.

     5. Upon any such issuance of Class A Shares, Clearwire Communications shall, in accordance with Section 7.6 and Section 7.7 of its Amended and Restated Operating Agreement (as amended, the “Operating Agreement”), issue to Parent on a concurrent basis a number of “Voting Units” and a number of “Class A Common Units” (each as defined in the Operating Agreement), in each case equal to the number of Class A Shares so issued.

     6. The Issuers hereby agree to indemnify Parent and each of its directors and officers (each, an “Indemnified Party”) against, and agree to hold, save and defend each Indemnified Party harmless from, any loss, expense or damage (including, without limitation, reasonable attorneys’ fees and expenses and court costs actually incurred) suffered or incurred by an Indemnified Party by reason of anything such Indemnified Party may in good faith do or refrain from doing for or on behalf of the Issuers pursuant to this Agreement; provided, however, that the Issuers shall not be required to indemnify an Indemnified Party for any loss, expense or damage that such Indemnified Party may suffer or incur as a result of its willful misconduct or gross negligence.

     7. Miscellaneous.

     (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.

     (b) Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Indenture.

     (c) In the event that any claim of inconsistency between this Agreement and the terms of the Indenture arise, as they may from time to time be amended, the terms of the Indenture shall control.

     (d) If any provision of this Agreement shall be held illegal, invalid, or unenforceable by any court, this Agreement shall be construed and enforced as if such provision had not been contained herein and shall be deemed an agreement among us to the full extent permitted by applicable law.

     (e) The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights to any other person, except that the holders of the Notes shall be deemed third-party

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beneficiaries of this Agreement and shall be entitled to enforce the provisions of this Agreement as if they were parties hereto.

     (f) This Agreement may not be assigned by either party without the prior written consent of both parties.

     (g) Notwithstanding paragraph 7(e) herein, the Issuers and Parent may amend, modify or waive any provision of this Agreement without the consent of the holders of the Notes. If any provision of this Agreement is amended, modified or waived, Clearwire Communications shall promptly thereafter notify the holders of the Notes and the Trustee of such amendment, modification or waiver.

[The remainder of the page has been left blank intentionally.]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the day and year above written.

CLEARWIRE COMMUNICATIONS LLC
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance and Treasurer
CLEARWIRE FINANCE, INC.
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance and Treasurer
CLEARWIRE CORPORATION
By:	/s/ Hope F. Cochran
	Name:	Hope F. Cochran
	Title:	Senior Vice President, Finance and Treasurer

Signature Page to Stock Delivery Requirement