SECOND AMENDMENT AND CONSENTConstruction Loan Agreement |
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Exhibit 10.22
SECOND
AMENDMENT AND CONSENT
THIS SECOND AMENDMENT AND CONSENT
(this "Amendment") is made and entered
into as of the 26 day of April 2006 by and among Clearwire Corporation, a
Delaware corporation, f.k.a. Flux U.S. Corporation ("Clearwire"), and
ITFS
Spectrum Consultants LLC, a Delaware limited liability company
("ISC").
RECITAL
Clearwire and ISC are parties to
that certain Spectrum Acquisition
Consulting Agreement dated February 1, 2005 ("SACA") pursuant to
which ISC
agreed to introduce Clearwire to third parties and to facilitate the
acquisition
of ITFS, MDS and MMDS spectrum through lease or purchase from such parties, and
Clearwire agreed in connection with such acquisitions or leases to grant to ISC
Consulting Consideration (defined in the SACA) upon the satisfaction of certain
conditions, including that ISC facilitate the execution of definitive
agreements
and, with respect to a license purchase, lease or sublease, the closing of the
transaction with such third party as requested by Clearwire.
AGREEMENT
In consideration of the premises,
the mutual covenants and promises made
below, and other good and valuable consideration, the parties agree as follows:
1. Amendments to SACA. The SACA
shall be amended as follows:
A. SECTION 1(B) shall be amended by
deleting the term "Consulting
Compensation" in the first sentence and replacing such term with
"Consulting
Consideration."
B. SECTION 3(B) shall be deleted in
its entirety and shall be replaced with
the following new Section 3(b):
"(b) CALCULATION OF
CONSULTING CONSIDERATION. The consulting
consideration ("Consulting
Consideration") payable shall be calculated by
multiplying the number of CPOPs in
the applicable geographic service area
("GSA") times the
applica






