Exhibit 4.3
OTHER PARI PASSU LIEN SECURED PARTY CONSENT
Wilmington Trust National Association
Corporate Capital Markets
50 South Sixth Street, Suite 1290
Minneapolis, MN 55402-1544
Fax: (612) 217-5651
Attention: Clearwire Communications LLC Administrator
The undersigned is the Authorized Representative for Persons wishing to become Secured Parties (the “New Secured Parties”) under the Collateral Agreement dated as of November 24, 2009 (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, National Association (successor by merger to Wilmington Trust FSB), as Collateral Agent (the “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 Indenture dated as of January 27, 2012 (the “New Indenture”) by and among the Issuers and Wilmington Trust, National Association, as collateral agent and trustee (the “New Indenture Trustee” and the obligations under the New Indenture, the “New Secured Obligations”) and to act as the Authorized Representative for the New Secured Parties;
(ii) acknowledges that the New Indenture Trustee on behalf of the New Secured Parties has received a copy of the Collateral Agreement;
(iii) appoints and authorizes the 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 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 Other Pari Passu 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 Security Documents shall be as follows:
Wilmington Trust, National Association
Corporate Capital Markets
50 South Sixth Street, Suite 1290
Minneapolis, MN 55402-1544
Fax: (612) 217-5651
Attention: Clearwire Communications LLC Administrator
The 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.
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 27th day of January, 2012.
| WILMINGTON TRUST, NATIONAL | ||||
ASSOCIATION, as trustee and collateral agent under the New Indenture | ||||
| By: | /s/ Jane Schweiger | |||
| Name: | Jane Schweiger | |||
| Title: | Vice President | |||
| Acknowledged and Agreed | ||||
| WILMINGTON TRUST, NATIONAL ASSOCIATION | ||||
| (successor by merger to Wilmington Trust FSB), as Collateral Agent | ||||
| By: | /s/ Jane Schweiger | |||
| Name: | Jane Schweiger | |||
| Title: | Vice President | |||
| CLEARWIRE COMMUNICATIONS LLC | ||||
| By: | /s/ Hope F. Cochran | |||
| Name: | Hope F. Cochran | |||
| Title: | Chief Financial Officer | |||
| CLEARWIRE FINANCE, INC. | ||||
| By: | /s/ Hope F. Cochran | |||
| Name: | Hope F. Cochran | |||
| Title: | Chief Financial Officer | |||
| CLEARWIRE LEGACY LLC | ||||
| CLEARWIRE XOHM LLC | ||||
| By: | Clearwire Communications, LLC, as manager | |||
| By: | /s/ Hope F. Cochran | |||
| Name: | Hope F. Cochran | |||
| Title: | Chief Financial Officer | |||
| CLEAR MANAGEMENT SERVICES LLC | ||
| CLEAR WIRELESS, LLC | ||
| CLEARWIRE IP HOLDINGS LLC | ||
| CLEARWIRE SPECTRUM HOLDINGS III LLC | ||
| By: | Clearwire Communications LLC, as member | |
| By: | /s/ Hope F. Cochran | |
| Name: | Hope F. Cochran | |
| Title: | Chief Financial Officer | |
| CLEAR GLOBAL SERVICES LLC | ||
| CLEAR PARTNER HOLDINGS LLC | ||
| By: | Clear Wireless LLC, as member | |
| By: | /s/ Hope F. Cochran | |
| Name: | Hope F. Cochran | |
| Title: | Chief Financial Officer | |
| CLEARWIRE TELECOMMUNICATIONS SERVICES, LLC | ||
| FIXED WIRELESS HOLDINGS, LLC | ||
| CLEARWIRE SPECTRUM HOLDINGS II LLC | ||
| CLEARWIRE SPECTRUM HOLDINGS LLC | ||
| By: | Clearwire Legacy LLC, as member | |
| By: | /s/ Hope F. Cochran | |
| Name: | Hope F. Cochran | |
| Title: | Chief Financial Officer | |
ALDA WIRELESS HOLDINGS, LLC
AMERICAN TELECASTING DEVELOPMENT, LLC
AMERICAN TELECASTING OF ANCHORAGE, LLC
AMERICAN TELECASTING OF BEND, 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
ATL MDS, LLC
BAY AREA CABLEVISION, LLC
BROADCAST CABLE, LLC
FRESNO MMDS ASSOCIATES, LLC
KENNEWICK LICENSING, LLC
NSAC, 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
SCC X, LLC
SPEEDCHOICE OF PHOENIX, LLC
SPRINT (BAY AREA), LLC
TDI ACQUISITION SUB, LLC
TRANSWORLD TELECOM II, LLC
WAVEPATH SUB, LLC
WBS OF AMERICA, LLC
WBS OF SACRAMENTO, LLC
WBSFP LICENSING, LLC
WBSY LICENSING, LLC
| WCOF, LLC | ||
| WIRELESS BROADBAND SERVICES OF AMERICA, LLC | ||
| By: | Clearwire XOHM LLC, as manager | |
| By: | /s/ Hope F. Cochran | |
| Name: | Hope F. Cochran | |
| Title: | Chief Financial Officer | |