Clearwire 2010 Annual Report Download - page 96

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