exv10w3






Exhibit 10.3




CONFIDENTIAL TREATMENT REQUESTED UNDER

17 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.24b-2.

[*****] INDICATES OMITTED MATERIAL THAT IS THE

SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST

FILED SEPARATELY WITH THE COMMISSION.

THE OMITTED MATERIAL HAS BEEN FILED

SEPARATELY WITH THE COMMISSION.




First Amendment to the December 23, 2009 Dual Mode Settlement Letter Agreement 



This First Amendment (“First Amendment”) is made to the December 23, 2009 Dual Mode Settlement
Letter Agreement, signed by Sprint Spectrum L.P. (“Sprint”) on December 23, 2009 and by Clearwire
Communications LLC (“Clearwire”) on December 23, 2009 (“December Letter Agreement”).



The following modified and added terms and conditions are made a part of the December Letter
Agreement effective as of the date the last party signs below (“First Amendment Effective Date”).



Clearwire and Sprint agree as follows:



1. This First Amendment is contingent upon the Parties executing all of the following documents
within 48 hours of the other Party: (1) April 2011 Clearwire / Sprint Amendment to the 4G MVNO
Agreement; (2) Sprint / Clearwire First Amendment to the MVNO Support Agreement (3G) — Pricing
Issues; (3) Amended and Restated Enhanced In-Building Coverage Deployment Agreement; (4) Settlement
and Release Agreement; and (5) Omnibus MVNO Agreement Amendment, Dual Mode Letter Amendment,
CNS Agreement Amendment and Settlement Agreement.



2. For all usage that occurs after March 13, 2011, the parties have adequate visibility to per
device usage on both the Sprint Network and the Clearwire Network to use the “Actual Usage
Determination and True-Up” method set out in section 2(b) of the December Letter Agreement. The
parties will no longer use the “Interim Determination” method setout in section 2(a) of the
December Letter Agreement. [*****].



3. For all usage that occurs after March 13, 2011, for purposes of allocating retail minus
Dual-Mode Charges between Sprint and Clearwire under section 4(c)(iii) of Schedule 7.2 of the 4G
MVNO Agreement for the MSO Parties (and a SIG Party if one opts-in to the 4G MVNO Agreement after
the First Amendment Effective Date) dual-mode services only,[*****].



4. For all usage that occurs after March 13, 2011, for purposes of allocating retail minus
Dual-Mode Charges between Sprint and Clearwire under section 4(c)(iii) of Schedule 7.2 of the 4G
MVNO Agreement for Clearwire dual-mode services only, [*****].



5. As of March 14, 2011, for purposes of allocating retail minus Dual-Mode Charges between Sprint
and Clearwire under section 4(c)(iii) of Schedule 7.2 of the 4G MVNO Agreement for the MSO Parties,
Clearwire, and a SIG Party if one opts-in to the 4G MVNO Agreement after the First Amendment
Effective Date dual-mode services only, [*****].



6. Sprint and Clearwire acknowledge that Clearwire disputes the pricing and pricing methodology for
Dual-Mode Handsets under Schedule 7.2 of the 4G MVNO Agreement, including the allocation of
Dual-Mode revenues for Dual-Mode Handsets pursuant to Section 4(c)(iii).



7. All other terms and conditions in the December Letter Agreement, not amended above, will remain
in effect.




					
	 	 	 	 	 
	 
	 	Confidential — Subject to Nondisclosure Obligations
	 	1






 









 






Each party has caused this First Amendment to be executed by its authorized representative.




	 	 	 	 	 	 	 	 	 	 	 

	Sprint Spectrum L.P.	 	Clearwire Communications LLC
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Steven Elfman	 	By: 	/s/ John Stanton
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Name: 
	Steven Elfman	 	 	Name: 	John Stanton
	 

	 	Title:
	President	 	 	Title:	Chairman & CEO
	 

	 	Date:	April 14, 2011	 	 	Date:	April 18, 2011






					
	 	 	 	 	 
	 
	 	Confidential — Subject to Nondisclosure Obligations
	 	 2