Item 1.01 Entry into a Material Definitive Agreement.
On March 1, 2013, Clearwire Communications LLC ("Clearwire Communications") and Clearwire Finance, Inc. ("Clearwire Finance" and, together with Clearwire Communications, the "Issuers") issued $80,000,000 aggregate principal amount of 1.00% Exchangeable Notes due 2018 (the "Notes") to Sprint Nextel Corporation ("Sprint") pursuant to an Indenture, dated as of March 1, 2013 (the "Indenture"), by and among the Issuers, the guarantors party thereto (the "Guarantors") and Wilmington Trust, National Association, as trustee (the "Trustee"). The terms of the Indenture and the Notes were previously disclosed in Clearwire Corporation's ("Clearwire's") Current Report on Form 8-K which was filed with the Securities and Exchange Commission on December 18, 2012 (the "Prior 8-K"). The description set forth under the title "Note Purchase Agreement" in Item 1.01 of the Prior 8-K is hereby incorporated by reference herein.
In connection with the issuance of the Notes, on March 1, 2013, Sprint, Clearwire, the Issuers and the Guarantors entered into a registration rights agreement (the "Registration Rights Agreement"), which provides that Clearwire must use its reasonable best efforts to file a registration statement under the federal securities laws registering the sale of the shares of Clearwire's Class A Common Stock deliverable upon exchange of Notes.
Also in connection with the issuance of the Notes, on March 1, 2013, Clearwire and the Issuers entered into a stock delivery agreement (the "Stock Delivery Agreement"), which provides, among other things, that Clearwire will deliver shares of its Class A Common Stock and Class B Common Stock to the Issuers upon exchange of the Notes.
The Indenture, Registration Rights Agreement and Stock Delivery Agreement are attached as Exhibits 4.1, 10.1 and 10.2 and are incorporated by reference herein. The descriptions of the material terms of the agreements are qualified in their entirety by reference to such exhibits.
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 Indenture and the Notes are also responsive to Item 2.03 of this report and are incorporated by reference into this Item 2.03. Item 9.01. Financial Statements and Exhibits
(d) Exhibits.

Exhibit No. Description of Exhibit Indenture, dated January 2, 2013, by and among the Issuers, the Guarantors and Wilmington Trust, National Association, as trustee, 4.1 relating to the 1.00% Exchangeable Notes due 2018. Form of 1.00% Exchangeable Note due 2018 (as set forth in Exhibit A to 4.2 the Indenture filed as Exhibit 4.1 hereto). Registration Rights Agreement, dated January 2, 2013, by and among 10.1 Clearwire, the Issuers, the Guarantors, and Sprint. Stock Delivery Agreement, dated January 2, 2013, by and among 10.2 Clearwire and the Issuers.

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