Exhibit 10.18
[CLEARWIRE CORPORATION LETTERHEAD]
March 29, 2004
ITFS Spectrum Advisors LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Managing Member
Dear ▇▇▇▇,
This letter confirms our understanding and agreement with respect to the
issuance of warrants under the Warrant Agreement dated November 13, 2003 (the
"Warrant Agreement") with respect to the lease of the C2 and C3 Channels for the
FCC License, call sign WHR829 in New York, New York (the "New York Spectrum
Rights"), consisting of 9,994,000 CPOPs, which New York Spectrum Rights will be
leased to Clearwire Corporation (or its designee) pursuant to that First
Amendment to the Master Spectrum Acquisition Agreement dated March 29, 2004
("First Amendment"). All capitalized terms not specifically defined herein shall
have the meaning set forth in the First Amendment.
Pursuant to the First Amendment, the CPOPs attributable to the New York Spectrum
Rights shall be counted as additional CPOPs for purposes of the Warrant
Agreement. If any Prior User makes a Claim (as defined below) to the New York
Spectrum Rights prior to January 10, 2005 and such Claim is Not Resolved (as
defined below), then on January 10, 2005, or such earlier date as a resolution
of the type described in subparagraph (ii) below is effective, any Warrants
issued to ITFS Spectrum Advisors with respect to the New York Spectrum Rights,
without exercise or payment therefore, will automatically, and without action by
either Clearwire or ITFS Spectrum Advisors, LLC, void and ITFS Spectrum
Advisors, LLC will promptly surrender the Warrant to Clearwire. "Claim" shall
mean any claim with respect to all or any part of the Channels or the New York
Spectrum Rights made by a Prior User as a result of which it is reasonably
certain that Clearwire's rights pursuant to the NY IUA may be unenforceable, and
which claim is (1) made with a governmental entity having jurisdiction over such
matter, (2) subject of an arbitration in which HITN is a party, (3) subject of
mediation in which HITN is a party, or (4) subject of a settlement or otherwise
resolved by HITN (whether or not a claim has been filed before a governmental
entity having jurisdiction, in arbitration or mediation) by a binding agreement
between HITN and a party other than Clearwire. "Prior User" shall mean each
party who previously leased or used the New York Spectrum Rights prior to the
date of the NY IUA. "Not Resolved" shall mean that the Claim is either (i) not
resolved prior to January 10, 2005 by a binding settlement agreement executed by
all of the parties to such claim or by court order for which all appeal periods
have expired, and/or (ii) resolved by a binding settlement agreement executed by
all of the parties to such claim or by court order for which all appeal periods
have expired in a manner pursuant to which Clearwire is not entitled to full use
of the New York Spectrum Rights pursuant to the NY IUA without limitation
(whether or not such resolution obtained prior to January 10, 2005).
1
Please indicate your agreement with this side letter by signing in the space
provided below and return an original of this letter to Clearwire Corporation at
the address set forth above.
SINCERELY
CLEARWIRE CORPORATION
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Name: ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
Agreed.
ITFS Spectrum Advisors LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Member
2
