EX-10.16: SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

Exhibit 10.16

SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

DATED AS OF MAY 24, 2005

AMONG

CLEARWIRE CORPORATION

HISPANIC INFORMATION AND TELECOMMUNICATIONS NETWORK, INC. AND

HITN SPECTRUM, LLC

<PAGE>

SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT This Spectrum Access and Loan
Facility Agreement (this "Agreement"), dated as of May 24, 2005, is among
Clearwire Corporation, a Delaware corporation, whose address is 5808 Lake
Washington Blvd. NE, Suite 300, Kirkland, WA 98033 ("Clearwire"), Hispanic
Information and Telecommunications Network, Inc., a New York non-profit
corporation, whose address is 449 Broadway, Third Floor, New York, New York
10013 ("HITN"), and HITN Spectrum, LLC, a Delaware limited liability company,
having an address at 449 Broadway, Third Floor, New York, New York 10013
("Holdco").

RECITALS:

A. HITN and Holdco, as HITN's wholly owned affiliate, are eligible to
hold licenses for EBS spectrum in the United States issued by the FCC.
HITN currently holds a number of such licenses. HITN has partnered
with Clearwire to further its mission of providing a network of
non-commercial telecommunications facilities in order to advance the
interests of non-profit communities, including educational, social,
cultural and governmental organizations (collectively, the "Non-Profit
Community"). In particular, HITN, directly and through its affiliates,
is focused on the educational, social, cultural, and economic
aspirations of Hispanics throughout the United States, including
Puerto Rico. HITN has made certain commercial capacity associated with
its EBS licenses available to Clearwire, and Clearwire has committed
to make capacity on its wireless broadband network available to HITN.

B. HITN believes that its ability to provide the desired services to the
Non-Profit Community will be significantly enhanced by expanding the
geographic reach of its platform through the acquisition by Holdco, or
wholly owned limited liability company subsidiaries of Holdco (each a
"Newco") of additional EBS licenses, making the commercial capacity
associated with those licenses available to Clearwire, subject to
existing obligations to other commercial operators, and providing
services to the Non-Profit Community on the reserved spectrum
capacity.

C. Clearwire wishes to obtain a source of spectrum capacity for the
future and to facilitate the branding of the Clearwire mark through
the services to be provided by HITN to the Non-Profit Community.
Therefore, Clearwire has agreed, at its continuing option and in its
sole discretion, to provide financing to Holdco to facilitate Holdco's
acquisition of EBS licenses.


PAGE 1 - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

The parties therefore agree as follows:

1. DEFINITIONS. As used in this Agreement the following terms shall have
the following meanings:

1.1 "Acquired Channel" shall mean an EBS Opportunity Channel which has
been acquired in an Acquisition.

1.2 "Acquisition" shall mean an acquisition of EBS Opportunity Channel
by Holdco or Newco, which acquisition is funded by a Purchase Advance.

1.3 "Acquisition Balance" shall mean the sum of all Advances made by
Clearwire to the date of execution of a Use Agreement by Clearwire with respect
to the EBS Opportunity Channels that are the subject of such Use Agreement,
together with accrued and unpaid interest in respect thereof to the date
thereof.

1.4 "Acquisition Budget" shall mean a budget submitted by Holdco to
Clearwire for each Acquisition showing the purchase price of the EBS Opportunity
Channel and all Expenses related to the Acquisition.

1.5 "Advance" shall mean a Purchase Advance or an Expense Advance in
respect of a particular EBS Opportunity Channel or group of EBS Opportunity
Channels in the same Market, and reflected in a Promissory Note in respect of
such Market.

1.6 "Advance Royalty Payment" has the meaning given that term in the
applicable Use Agreement.

1.7 "Agreement Expenses" shall mean all out-of-pocket expenses
actually incurred and either paid by HITN or approved in advance by Clearwire in
the preparation and negotiation of this Agreement and the other Loan Documents,
including reasonable attorneys' fees.

1.8 "Clearwire" has the meaning given that term in the heading, and
shall include any Clearwire affiliate to which are assigned any rights or
obligations of Clearwire as permitted hereunder.

1.9 "Clearwire License Transfer" has the meaning given that term in
Section 2.5.4.

1.10 "CW Subsidiary" shall mean a wholly owned subsidiary of
Clearwire.

1.11 "Default Rate" shall mean five percent (5%) above the prime rate
as published in The Wall Street Journal at the time an Event of Default occurs.

1.12 "Disallowed Claim" has the meaning given that term in Section
9.4.


PAGE 2 - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

1.13 "EBS" shall mean Educational Broadband Service (formerly known as
"Instructional Television Fixed Service"), as such term is defined in the
current rules and regulations of the FCC.

1.14 "EBS Opportunity Channels" shall mean EBS spectrum identified by
any of Clearwire, Holdco and HITN as an acquisition opportunity.

1.15 "Encumbered Channel" shall mean an Acquired Channel which is
subject to a Third-Party Lease that survives the closing of the Acquisition.

1.16 "Expense Advance" shall mean an advance of funds under a
Promissory Note to pay Expenses, as reflected on a grid attached to such
Promissory Note.

1.17 "Expense Budget" shall have the meaning assigned to that term in
Section 2.4.

1.18 "Expenses" shall mean all out-of-pocket expenses actually
incurred and either paid by HITN, Holdco or any Newco or approved in advance by
Clearwire including without limitation all FCC filing fees, application fees,
reasonable legal and engineering fees arising from the Acquisition of an EBS
Opportunity Channel or with respect to the ownership, maintenance and lease of
such EBS Opportunity Channel.

1.19 "FCC" shall mean Federal Communications Commission.

1.20 "Global Events of Default" shall have the meaning assigned to
that term in Section 8.1 hereof.

1.21 "Guarantor" shall have the meaning given that term in Exhibit
1.40.

1.22 "Guaranty" shall mean, as the context requires, a Guaranty
Agreement in the form attached hereto as Exhibit 1.22 to be executed by HITN in
favor of Clearwire, guaranteeing the obligations of Holdco and each subsequent
Guaranty Agreement to be executed by HITN and Holdco in favor of Clearwire,
guaranteeing the obligations of each Newco.

1.23 "HITN" has the meaning given that term in the heading.

1.24 "HITN Indemnitee" has the meaning given that term in Section 9.4.

1.25 "Holdco" has the meaning given that term in the heading.

1.26 "Interest Rate" shall mean a fixed rate of interest for each
Promissory Note which shall be fixed at the time of the first Advance thereunder
at a rate equal to the then prime rate of interest as published in The Wall
Street Journal, calculated on the basis of a 365-day year and actual days
elapsed.

1.27 "Loan Documents" shall mean, collectively, this Agreement, each
Promissory Note, each Security Agreement, each Pledge Agreement, each Guaranty
and any other security documents, guarantees, pledges and agreements executed by
HITN, Holdco and/or


PAGE 3 - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

any Newco in connection with this Agreement and any Use Agreement.

1.28 "Loan Facility" shall mean the credit facilities provided by
Clearwire to Holdco and Newco pursuant to this Agreement.

1.29 "Market" shall mean the EBS Opportunity Channels in the same
Geographic Service Area (as defined by the FCC) that are the subject of one or
more Acquisitions hereunder.

1.30 "Market Events of Default" shall have the meaning assigned to
that term in Section 8.2 hereof.

1.31 "Newco" has the meaning given to that term in Recital B.

1.32 "Newly Unencumbered Channel" shall mean an EBS Opportunity
Channel that at the time of Acquisition was an Encumbered Channel and is no
longer subject to a Third-Party Lease or Subsequent Lease Rights.

1.33 "Non-Profit Community" has the meaning given to that term in
Recital A.

1.34 "Opportunity Notice" has the meaning given that term in Section
2.1.

1.35 "Other Claim" has the meaning given that term in Section 9.4.

1.36 "Pledge Agreement" shall mean, as the context requires, a Pledge
Agreement in the form attached hereto as Exhibit 1.36 to be executed by HITN in
favor of Clearwire evidencing the pledge of HITN's membership interests in
Holdco as described in Section 3.6.2 and each subsequent Pledge Agreement to be
executed by Holdco in favor of Clearwire evidencing the pledge of Holdco's
membership interests in a Newco as described in Section 3.6.2.

1.37 "Promissory Note" shall mean a promissory note in the form
attached hereto as Exhibit 1.37 from Holdco or Newco in favor of Clearwire
evidencing the applicable Advances and any promissory note or notes made and
delivered in substitution or replacement therefor.

1.38 "Proposed Expense Budget" shall have the meaning assigned to that
term in Section 2.4.

1.39 "Purchase Advance" shall mean an advance of funds under a
Promissory Note to fund an Acquisition, as reflected on a grid attached to such
Promissory Note.

1.40 "Security Agreement" shall mean a Security Agreement in the form
attached hereto as Exhibit 1.40 and, as the context requires, each Security
Agreement executed pursuant to this Agreement.


PAGE 4 - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

1.41 "Single Purpose Entity" shall mean an entity that (i) exists
solely for the purpose of owning and operating its EBS Opportunity Channels, and
(ii) conforms with all of the requirements set forth in Exhibit 1.41.

1.42 "SPE Operating Agreement" has the meaning given that term in
Exhibit 1.41.

1.43 "Subsequent Lease Rights" shall mean any and all rights of first
refusal, rights of negotiation, rights of first offer, options to lease or
purchase or other similar rights that may be in existence or come into existence
upon the expiration of a Third-Party Lease or otherwise with respect to an
Acquired Channel, but excluding any rights that may be deemed created by this
Agreement or that are otherwise for the benefit of Clearwire or any Clearwire
affiliate.

1.44 "Third-Party Lease" shall mean a lease, royalty or other
applicable use agreement in respect of an EBS Opportunity Channel by a party
other than Clearwire or HITN as the lessee or party with rights to use all or
some portion of the EBS Opportunity Channel.

1.45 "UCC" shall mean the Uniform Commercial Code as currently in
force in or as subsequently amended in the State of Washington.

1.46 "Unencumbered Channel" shall mean an EBS Opportunity Channel that
is not subject to a Third-Party Lease or subject to Subsequent Lease Rights on
the date of the closing of its Acquisition.

1.47 "Use Agreement" shall mean the form of EBS Excess Capacity Use
and Royalty Agreement attached hereto as Exhibit 1.47, and each Use Agreement
entered into pursuant to this Agreement.

2. LEASE OPTION.

2.1 Identification of EBS Opportunity Channel. Any of Clearwire,
Holdco and HITN may identify opportunities for Holdco, or to the extent provided
for in Section 2.3, a Newco, to acquire EBS Opportunity Channels. Such
identification shall be in writing addressed to the other parties at the
addresses provided below for notice and specifically identifying the channels
and the call sign for the channels (each an "Opportunity Notice"). If Clearwire
so identifies EBS Opportunity Channels, HITN and Holdco agree that neither of
them will solicit, negotiate for, purchase, accept assignment or otherwise
acquire such EBS Opportunity Channels other than pursuant to the terms set forth
in this Agreement.

2.2 Election to Proceed. If HITN and Holdco elect to pursue an
Acquisition through Holdco or a Newco, Holdco will advise Clearwire in writing
of its desire to proceed within five (5) business days following the receipt of
the Opportunity Notice from Clearwire. If Holdco does not respond affirmatively,
Clearwire may pursue the EBS Opportunity Channels with another organization
qualified to hold EBS Channels. If EBS Opportunity Channels are identified by
HITN or Holdco, then Clearwire will inform HITN in writing within fifteen (15)
days following receipt of the Opportunity Notice whether or not it is willing to
provide financing to facilitate the Acquisition. If Clearwire elects to provide
financing, then Clearwire will inform


PAGE 5 - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

HITN within 15 days after the receipt by Clearwire of all due diligence
materials related to the Acquisition if Clearwire requires that such Acquisition
be made by a Newco, as provided in Section 2.3. If the parties mutually agree to
pursue an Acquisition pursuant to these procedures and Holdco or a Newco
thereafter signs a binding purchase agreement for such Acquisition on terms
approved by Clearwire, then subject to satisfaction of the conditions precedent
of Section 3.7, Clearwire shall have an obligation to make a Purchase Advance to
fund such Acquisition and to make the other Advances with respect thereto as
herein provided. In the event of an Acquisition, the commercial capacity on the
EBS Opportunity Channels so acquired shall be made available to Clearwire on the
terms set forth in Section 2.5.

2.3 Acquisition by a Newco. At Clearwire's sole discretion, it may
require Holdco to form a Newco for the purpose of acquiring any of the EBS
Opportunity Channels. Each Newco shall be a Single Purpose Entity and shall also
own no assets other than the EBS Opportunity Channel to be acquired (and any EBS
Opportunity Channels subsequently acquired in the same Market) and the assets
related to the operation of such EBS Opportunity Channel or Channels.

2.4 Expense Advances.

2.4.1 Expense Budget Procedures. Within thirty (30) days
following the closing of each Acquisition and each year thereafter, Holdco or
Newco, as the case may be, will propose a budget ("Proposed Expense Budget") of
Expenses necessary to maintain the acquired EBS Opportunity Channel in full
force and effect and to carry out its obligations under any Third-Party Lease
affecting such acquired EBS Opportunity Channel; provided, however, if more than
one Acquisition occurs in a single Market, then the Proposed Expense Budget
shall amend the then existing Expense Budget for the acquired EBS Opportunity
Channels in such Market and shall reflect Expenses for all EBS Opportunity
Channels acquired in such Market. Clearwire will approve or modify the Proposed
Expense Budget within thirty (30) days of its receipt and such Proposed Expense
Budget, as modified, shall be the "Expense Budget" for the EBS Opportunity
Channels in such Market for the following twelve months unless modified by the
addition of more EBS Opportunity Channels in such Market. Clearwire shall be
obligated to make the Expense Advances for the Expenses set forth in the Expense
Budget and such other Expenses that Clearwire approves in writing prior to such
Expenses being incurred.

2.4.2 Uncompensated Actions. Notwithstanding anything in this
Agreement or any other Loan Document to the contrary, neither Holdco nor any
Newco shall be required to take any action for which Clearwire has not approved
an Expense under this procedure; provided that, any such failure to take an
action shall not prejudice in any manner Clearwire's right to take such action
in place of and in the name of Holdco or a Newco, if in the reasonable judgment
of Clearwire it was necessary to preserve a present or future right of Clearwire
hereunder.

2.4.3 Application of Third Party Royalties. During the time that
an Acquired Channel is subject to a Third-Party Lease, any royalty payments
which are paid under such Third-Party Lease to Holdco or Newco (including
payments made on account of such Third-Party Lease after its expiration) shall
be held in trust for Clearwire and immediately paid over to Clearwire to be
applied by Clearwire as provided in the Promissory Note related to such


PAGE 6 - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

Acquired Channel. Clearwire shall make Expense Advances on a timely basis
regardless of whether there is any delay or shortfall in such royalty payments.
Clearwire shall account for the receipt and application of royalty payments from
Third-Party Leases on the grid attached to the applicable Promissory Note.

2.4.4 Acquired Markets Subject to Use Agreements. The procedures
outlined for Expense Advances shall cease to the extent Expenses are provided
for under an applicable Use Agreement while such Use Agreement is in force, but
shall continue to be applicable to the Acquired Channels to the extent any
Expenses are not covered by such Use Agreement or if the operation of the Use
Agreement is suspended, terminated or is unenforceable for any reason, as long
as an affiliate of HITN is the holder of the license in respect thereof.

2.5 Clearwire Option to Enter Use Agreements.

2.5.1 Use Agreement for Unencumbered Channels. Within five (5)
days following the closing of the Acquisition of any Unencumbered Channels,
Holdco (or the applicable Newco) and Clearwire (or an entity designated by
Clearwire) will enter into a Use Agreement (with the blanks appropriately
completed by Clearwire), and the Advance Royalty Payment shall be equal to the
Acquisition Balance in respect of the Unencumbered Channels, as reflected in the
applicable Promissory Note at the time.

2.5.2 Subsequent Use Agreement Rights. If any Acquired Channel
is, at the time of the closing of the applicable Acquisition, subject to a
Third-Party Lease and thereafter, such Third-Party Lease expires or is otherwise
terminated pursuant to its terms and there are no Subsequent Lease Rights under
such Third-Party Lease which survive the expiration or termination thereof, then
Holdco or Newco, as the case may be, will then offer to Clearwire, in writing,
the right to enter into a Use Agreement with respect to such Acquired Channel
and if Clearwire accepts such offer within ninety (90) days of the receipt of
such offer by Clearwire, Holdco or Newco shall promptly execute and deliver to
Clearwire a Use Agreement, with the blanks appropriately completed by Clearwire,
and the Advance Royalty Payment shall be equal to the Acquisition Balance.

2.5.3 Subsequent Use Agreement Option. If any Acquired Channel
is, at the time of the closing of the applicable Acquisition, subject to a
Third-Party Lease which includes Subsequent Lease Rights that survive the
closing of the Acquisition, then HITN, Holdco and Newco agree that during the
term of any such Third-Party Lease and/or during the period during which any
such Subsequent Lease Rights are in effect, that neither HITN, Holdco nor Newco
will take any action that would trigger the Subsequent Lease Rights or
application thereof to such Acquired Channel without the written consent of
Clearwire. Upon the expiration of the Third-Party Lease and the Subsequent Lease
Rights, Holdco or Newco, as the case may be, will then offer to Clearwire, in
writing, the right to enter into a Use Agreement with respect to such Acquired
Channel and if Clearwire accepts such offer within ninety (90) days of the
receipt of such offer by Clearwire, Holdco or Newco shall execute and deliver to
Clearwire a Use Agreement, with the blanks appropriately completed by Clearwire,
and the Advance Royalty Payment shall be equal to the Acquisition Balance.
Notwithstanding the foregoing, if Clearwire determines in good faith that a
breach will not result from, and the Subsequent Lease Rights will not be
triggered by, entering into a Use Agreement for such Acquired Channel with
Clearwire,


PAGE 7 - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

Clearwire, by written notice to Holdco (or the applicable Newco) may elect to
enter into a Use Agreement upon the termination or expiration of such
Third-Party Lease. In that event, Holdco (or the applicable Newco) shall,
promptly following expiration or termination of such Third-Party Lease, execute
and deliver to Clearwire a Use Agreement, with the blanks appropriately
completed by Clearwire, and the Advance Royalty Payment shall be equal to the
Acquisition Balance; provided that, Clearwire indemnify, and hold harmless, HITN
and Holdco and any applicable Newco, and their respective Indemnified Parties,
for any and all claims relating to its entering into the Use Agreement, pursuant
to the indemnification procedures set forth in Section 9.4

2.5.4 Clearwire License Options. If at any time the FCC rules
permit the license of an Acquired Channel to be held by any commercial entity
directly, then pursuant to the applicable Use Agreement if one is then in
effect, Holdco (or the applicable Newco) shall transfer the license to Clearwire
(or its designated CW Subsidiary) at no cost to Clearwire (a "Clearwire License
Transfer"). Where a Use Agreement is not in place with respect to an Acquired
Channel that upon expiration of a Third-Party Lease would be a Newly
Unencumbered Channel, upon Clearwire's request Holdco (or the applicable Newco)
shall transfer the license to Clearwire, at no cost to Clearwire, at which time
any Acquisition Balance in respect of the Acquired Channel shall be deemed
satisfied. Clearwire shall have no right to a Clearwire License Transfer with
respect to any Acquired Channel which is subject to a Third-Party Lease which
includes Subsequent Lease Rights unless Clearwire determines in good faith that
a breach will not result from, and the Subsequent Rights will not be triggered
by, the Clearwire License Transfer. Upon such determination, Clearwire, by
written notice to Holdco (or the applicable Newco) may require Holdco (or the
applicable Newco) to make a Clearwire License Transfer; provided that, Clearwire
indemnify, and hold harmless, HITN and Holdco and any applicable Newco, and
their respective Indemnified Parties, for any and all claims relating to such
Clearwire License Transfer, pursuant to the indemnification procedures set forth
in Section 9.4.

2.6 Resale of Services. In the event that (i) Clearwire or a CW
Subsidiary becomes the holder of a license for an Acquired Channel pursuant to
the provisions of Section 2.5.4, (ii) Holdco or Newco, as applicable, is then
serving six or more customers through such Acquired Channel, (iii) any
Third-Party Lease or Subsequent Lease Rights related to such Acquired Channel
have expired, and (iv) Clearwire or such CW Subsidiary has launched or
subsequently launches its wireless communications services in the Market over
the Acquired Channel, then Clearwire shall offer to Holdco or Newco, as
applicable, the ability to resell Clearwire's commercial services to nonprofit
accredited and unaccredited educational institutions and other similar nonprofit
institutions in the relevant Market ("Permitted Customers"). If the conditions
in clauses (i), (ii) and (iii) above are satisfied, then within sixty (60) days
following the commencement of commercial services, as described in clause (iv)
above, Clearwire, or the CW Subsidiary, will provide written notice of such
commercial service to Holdco which notice will include a proposed agreement upon
which Holdco or Newco, as applicable, could resell Clearwire's package of
wireless communication services on up to five percent (5%) of the network
capacity on such Acquired Channel to Permitted Customers in the applicable
Market. The prices offered to Holdco or Newco will be the standard wholesale
rates offered to similarly situated, unaffiliated third parties in such Market
purchasing a similar quantity and type of wireless communications services. The
resale agreement will incorporate the standard terms and conditions used by
Clearwire with respect to other similarly situated


PAGE 8 - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

resellers of Clearwire's wireless communications services. Clearwire, or the CW
Subsidiary, may terminate any resale agreement entered into pursuant to this
Section 2.6 at any time Holdco or Newco, as applicable, is not serving at least
six customers through the Acquired Channel which is the subject of such resale
agreement.

3. LOAN AND PROMISSORY NOTE

3.1 Loan Amount. Subject to the terms and conditions of this Agreement
and each Promissory Note, Clearwire shall make the Loan Facility available to
Holdco. Each Advance shall be evidenced by entry on a grid attached to a
Promissory Note, as described below, the terms of which are by this reference
incorporated in this Agreement.

3.2 Use of Funds. Holdco, directly or through one or more Newcos,
shall utilize the Loan Facility for the exclusive purpose of the Acquisition of
identified EBS Opportunity Channels or paying the Expenses set forth in an
Expense Budget related thereto or as otherwise approved by Clearwire. The Loan
Facility and Advances thereunder shall not be used for any other purposes,
including for the personal, family, household or other expenses of any
individual.

3.3 Interest. The outstanding principal balance of each Promissory
Note shall bear interest at the Interest Rate per annum and shall be paid as
provided therein.

3.4 Default Interest. If any amount due under this Agreement is not
paid when due, such amount shall continue to bear interest from the due date
until and including the date such payment is received by Clearwire at the
Interest Rate per annum.

3.5 Payments. Principal and accrued interest shall be payable as
described in each Promissory Note. Payment of all principal and interest on each
Promissory Note, and all other amounts due under the Loan Documents, shall be
made at the office of Clearwire set forth above or as otherwise directed in
writing by Clearwire to Holdco or Newco, as applicable. Except as otherwise
specifically provided in this Agreement, Holdco's, Newco's and Clearwire's
obligations to pay all sums due under the Loan Documents shall be absolute and
unconditional under any and all circumstances of any character.

3.6 Security.

3.6.1 Security Agreement. All obligations under each Promissory
Note and each Use Agreement related thereto shall be secured by a Security
Agreement granting Clearwire a first and exclusive lien on all of Holdco's
assets in the relevant Market if such Promissory Note is executed by Holdco or
by a Security Agreement granting Clearwire a first and exclusive lien on all of
assets of each Newco, if such Promissory Note is executed by a Newco, in each
case to the extent permitted by law.

3.6.2 Pledge Agreement. All obligations under every Promissory
Note executed by Holdco and each Use Agreement related thereto shall be further
secured by a Pledge Agreement granting Clearwire a first priority, exclusive
pledge by HITN of 100% of the securities of Holdco. All obligations under each
Promissory Note executed by a Newco and each


PAGE 9 - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

Use Agreement related thereto shall be further secured by a Pledge Agreement
granting Clearwire a first priority, exclusive pledge by Holdco of 100% of the
securities of such Newco.

3.6.3 Guaranty. All obligations under this Agreement, each Use
Agreement and each Promissory Note shall be guaranteed by HITN pursuant to the
Guaranty to the extent permitted by law.

3.7 Conditions Precedent. The following conditions must be satisfied
or waived by Clearwire before the initial Purchase Advance or Clearwire shall
have no obligation to make such Purchase Advance:

(a) All of the Loan Documents to which they are parties and
which are due to be executed at the time as provided herein must be
executed by HITN, Holdco or Newco, as the case may be, and delivered to
Clearwire, and Clearwire must execute all documents to which it is a party;

(b) Any other documents, instruments or agreements related
to the Loan Facility and reasonably requested by Clearwire must be executed
by HITN, Holdco and/or Newco;

(c) HITN must own 100% of the voting and beneficial
interests of Holdco at all times;

(d) Clearwire shall have filed a financing statement in the
State of Delaware to perfect its security interest in the membership
interests in Holdco;

(e) Clearwire's board of directors must have approved this
Agreement and the transactions contemplated hereby on or before the date of
this Agreement;

(f) Clearwire must complete, to its satisfaction, its due
diligence for the initial Purchase Advance and the Acquisition to be funded
with the proceeds of such Purchase Advance;

(g) The representations and warranties of HITN and Holdco
contained herein and in the other Loan Documents shall be true and correct
in all material respects as of the date the initial Purchase Advance is
made as if made on and as of such date (except that representations and
warranties that are made as of a specific date need be so true and correct
only as of such date), and that the corporate and limited liability company
documents described in Sections 3.7(i)((i)and (ii)) have not been amended,
and Clearwire shall have received certificates to such effect dated as of
such date and executed by duly authorized officers of HITN and Holdco;

(h) Holdco's operating agreement must incorporate the single
purpose entity provisions attached hereto as Exhibit 1.41;

(i) Clearwire shall have received:


PAGE 10 - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

(i) certified copies of the resolutions of the board of
directors of HITN and the sole member's consent of Holdco, dated as of
the date of this Agreement, and approving, as appropriate, the Loan
Facility, the form of Use Agreement, this Agreement and the other Loan
Documents, and all other applicable documents, if any, to which HITN
or Holdco is a party and evidencing corporate or limited liability
company authorization with respect to such documents;

(ii) a certificate of the Secretary or Assistant
Secretary of HITN and Holdco, dated as of the date of this Agreement,
and certifying (w) the name, title and true signature of each officer
of such entity authorized to execute the Loan Documents and the Use
Agreements to which it is a party, (x) that attached thereto is a true
and complete copy of the organizing documents and bylaws of HITN or
the operating agreement of Holdco, as amended to date, and a recent
certificate of status, certificate of compliance, good standing
certificate or analogous certificate, (y) that HITN owns 100% of the
issued and outstanding membership interests of Holdco and that no
options or other rights exist in any other person, and (z) that Holdco
has no other securities outstanding;

(iii) insurance certificates evidencing the coverages
required by Section 6.9 and naming Clearwire as an "additional
insured" or "loss payee," as applicable;

(iv) a copy of the most recent tax information return
on Form 990 filed by HITN with the Internal Revenue Service or other
applicable information return filed by HITN and a pro forma financial
statement of Holdco showing the effect of the initial Purchase Advance
and the first Acquisition; and

(v) opinion letters of counsel for HITN and Holdco,
dated the date of this Agreement, in form and substance satisfactory
to Clearwire in its sole discretion;

(j) Clearwire must approve the Acquisition Budget; and

(k) Clearwire must approve the amount of Agreement Expenses
after HITN has presented Clearwire with a detailed accounting of the same.

3.8 Future Purchase Advance Conditions Precedent. The following
conditions must be satisfied or waived by Clearwire before each subsequent
Purchase Advance or Clearwire shall have no obligation to make such Purchase
Advance:

(a) Holdco or Newco, as the case may be, shall execute a
Promissory Note with an attached grid showing the amount of the Purchase
Advance. However, if the Purchase Advance is to fund an Acquisition in a
Market in which Holdco or an existing Newco already has an Acquired
Channel, then the Purchase Advance shall be reflected on the grid attached
to the applicable existing Promissory Note and shall be acknowledged by
Holdco or Newco, as the case may be, and an additional Promissory Note


PAGE 11 - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

need not be executed. In other words, all Purchase Advances made to the
same entity to fund Acquisitions in the same Market will be evidenced by
one Promissory Note;

(b) Unless Clearwire has already made a Purchase Advance to
fund an Acquisition in the same Market, then Holdco will execute a Security
Agreement granting Clearwire a security interest in all of the assets of
Holdco in the subject Market;

(c) Any other documents, instruments or agreements related
to the Loan Facility and reasonably requested by Clearwire must be executed
by HITN and/or Holdco or Newco;

(d) Clearwire must complete, to its satisfaction, its due
diligence for each subsequent Acquisition to be funded with the proceeds of
a Purchase Advance;

(e) The representations and warranties of HITN and Holdco
contained herein and in the other Loan Documents and in the Use Agreements
shall be true and correct in all material respects as of the date each
subsequent Purchase Advance is made as if made on and as of such date
(except that representations and warranties that are made as of a specific
date need be so true and correct only as of such date), and that the
corporate documents described in Sections 3.7(i) (i and ii) have not been
amended, and Clearwire shall have received certificates to such effect
dated as of such date and executed by duly authorized officers of HITN and
Holdco; and

(f) Clearwire must approve the Acquisition Budget.

3.9 Expense Advance Conditions Precedent. The following conditions
must be satisfied or waived by Clearwire before each Expense Advance or
Clearwire shall have no obligation to make such Expense Advance:

(a) Clearwire must have approved the initial Expense Budget
or the applicable annual Expense Budget;

(b) Holdco or Newco must deliver a written request for the
Expense Advance at least 15 days prior to the proposed date of the Expense
Advance stating the amount of the Expense Advance, the items to be paid for
with the Expense Advance, a copy of the invoice(s) to be paid, and other
information reasonably requested by Clearwire from time to time. Submission
of such a request shall be deemed a representation by the submitting party
that (i) no Global Event of Default exists, (ii) no Market Event of Default
exists in the Market of the Acquired Channel for which the Expense Advance
is requested, (iii) all of the representations and warranties of HITN,
Holdco and Newco contained in this Agreement are true and correct as of the
date of the request and (iv) all Expenses which are described in the
request for the Expense Advance have been paid or approved in advance by
Clearwire;

(c) The items to be paid with the Expense Advance must have
been included in the applicable Expense Budget or, if not included, then
Clearwire must have approved such Expense in writing; and


PAGE 12 - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

(d) Holdco or Newco, as the case may be, shall acknowledge
the grid attached to the applicable Promissory Note evidencing the Expense
Advance.

3.10 Conditions Precedent for Newco. The following additional
conditions must be satisfied or waived by Clearwire before the first Purchase
Advance or Expense Advance to each Newco or Clearwire shall have no obligation
to make such Advance:

(a) HITN and Holdco must each execute and deliver to
Clearwire a Guaranty, guaranteeing the obligations of the Newco which will
receive the Advance;

(b) Holdco must execute and deliver to Clearwire a Pledge
Agreement, granting Clearwire a first priority and exclusive pledge by
Holdco of 100% of the securities of Newco;

(c) Newco must execute and deliver to Clearwire a Security
Agreement, granting Clearwire a first and exclusive lien on all of assets
of Newco, to the extent permitted by law;

(d) Clearwire shall have filed a financing statement in the
State of Delaware to perfect its security interest in the membership
interests in Newco;

(e) Holdco must take any other actions necessary to provide
Clearwire with a perfected first security interest in all of the issued and
outstanding securities of Newco;

(f) Newco must be a Single Purpose Entity and, after the
Acquisition, must own no assets other than the EBS Opportunity Channel to
be acquired and the assets related to operating it;

(g) Clearwire shall have received:

(i) a certified copy of the sole member's consent of
Newco, dated as of the date of the Acquisition, and approving, as
appropriate, the Use Agreement and the other Loan Documents, and all
other applicable documents, if any, to which Newco is a party and
evidencing authorization with respect to such documents;

(ii) a certificate of the Secretary or Assistant
Secretary of Newco, dated as of the date of the Acquisition, and
certifying (w) the name, title and true signature of each officer of
such entity authorized to execute the Loan Documents and Use
Agreements to which it is a party, (x) that attached thereto is a true
and complete copy of the organizing documents and operating agreement
of Newco, as amended to date, and a recent certificate of status,
certificate of compliance, good standing certificate or analogous
certificate, (y) that Holdco owns 100% of the issued and outstanding
membership interests of Newco and that no options or other rights
exist in any other person, and (z) that Newco has no other securities
outstanding;


PAGE 13 - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

(iii) insurance certificates evidencing the coverages
required by Section 6.9 and naming Clearwire as an "additional
insured" or "loss payee," as applicable;

(iv) a pro forma financial statement of Newco showing
the effect of the subject Purchase Advance and the subject
Acquisition; and

(v) an opinion letter of counsel for Newco in the same
form and substance as was delivered with respect to Holdco pursuant to
Section 3.7(i)(v); and

(h) Newco must execute an agreement in form attached hereto
as Exhibit 3.10(h) to the effect that all representations, warranties and
covenants under this Agreement that apply to Holdco also apply to Newco in
the same fashion and that Newco is bound by the terms and conditions of
this Agreement in the same fashion as Holdco as if it had been a party to
this Agreement at the outset.

4. REPRESENTATIONS AND WARRANTIES OF HITN AND HOLDCO. HITN and Holdco
hereby represent and warrant to Clearwire as follows:

4.1 Nature of HITN and Newco. HITN is a non-profit corporation duly
organized, validly existing, and in good standing under the laws of New York.
Holdco is a non-profit single member limited liability company duly organized,
validly existing, and in good standing under the laws of Delaware. Both HITN and
Holdco have powers adequate for (a) making and performing each of the Loan
Documents and Use Agreements to which it is a party and (b) carrying on its
business and owning its property.

4.2 Single Purpose Entity. Holdco at all times shall remain a Single
Purpose Entity until after every Advance has been repaid in full, all
obligations of HITN and Holdco under every Loan Document and Use Agreement have
been fully satisfied, and this Agreement has been terminated by Clearwire
pursuant to Section 9.13.

4.3 Authorization. The execution, delivery and performance of each of
the Loan Documents and Use Agreements have been duly authorized by all necessary
corporate action required by HITN's and Holdco's organizing documents, HITN's
bylaws, Holdco's operating agreement and all applicable laws.

4.4 Power. The execution and performance of, and the compliance with
the provisions of, each of the Loan Documents and Use Agreements will not
violate any provision of any applicable law or any provision of HITN's or
Holdco's organizing documents and bylaws or operating agreement, respectively,
and will not conflict with or result in any breach of or result in the creation
or imposition of any encumbrance upon any of the properties or assets of HITN or
Holdco pursuant to the terms of, or constitute a default under, any other
agreement or instrument to which HITN or Holdco is a party or is bound.

4.5 Binding Effect. This Agreement constitutes, and the Use
Agreements, the Promissory Note and each of the other Loan Documents when
executed and delivered by HITN and Holdco, as applicable, will constitute, valid
obligations of HITN and Holdco, as applicable, which are binding and enforceable
against it in accordance with their respective terms, subject to


PAGE 14 - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles.

4.6 Familiarity with Terms. HITN and Holdco are fully familiar with
all of the terms, covenants and conditions of the Loan Documents and Use
Agreements.

4.7 Legal Proceedings. There is no proceeding pending or, to the best
knowledge of HITN and Holdco, threatened before or by any federal, state,
municipal or other governmental department, commission (including the FCC) or
instrumentality, domestic or foreign, which might result in any materially
adverse change in HITN's or Holdco's financial condition or operations.

4.8 No Governmental Approvals. No registration with or approval of any
governmental agency or commission, including the FCC, is necessary for the due
execution and delivery of this Agreement, the Promissory Note, any of the other
Loan Documents or the Use Agreements or for the validity or enforceability
thereof with respect to any of HITN's or Holdco's obligations hereunder or
thereunder; provided, however, that in the event of default, certain FCC
notifications or approvals may be required before any action that would result
in a transfer of control of Holdco may be permissible.

4.9 Compliance with Laws. HITN and Holdco have complied with, and
shall continue to comply with, all laws, regulations and orders which affect in
any material respect Holdco's right to carry on its operations, perform its
obligations under the Loan Documents and Use Agreements or meet its obligations
in the ordinary course of business.

4.10 Financial Condition. The financial statement of Holdco as of the
closing of the Loan Facility, heretofore delivered to Clearwire correctly sets
forth the financial condition of Holdco as of the date thereof, and there has
been no material adverse change in the condition or operations of Holdco since
such date. Holdco has not made any cash distribution or otherwise distributed
profits, property or assets or agreed to do any of the foregoing other than as
stated in such financial statement. Upon funding of any Advance under the Loan
Facility, (i) Holdco will have no debt except that listed on its financial
statement, (ii) Holdco will have no liabilities or obligations except to
Clearwire under the Use Agreements, upon the execution thereof, and to lessees
under the Third-Party Leases, and (iii) there will be no liens against the
assets of Holdco.

4.11 No Encumbrance. Other than pursuant to the Pledge Agreement,
there is no encumbrance on the membership interests in Holdco, and HITN will not
further pledge such interests. Holdco has not pledged any of its assets and will
not do so except pursuant to a Security Agreement.

4.12 Agreements. Neither HITN nor Holdco is a party to or subject to
any material agreement or instrument or charter or other internal restriction
materially adversely affecting the business, properties, assets, operations or
condition (financial or otherwise) of Holdco.

4.13 Performance. Neither HITN nor Holdco is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any contractual obligation of HITN or Holdco and no
condition exists which, with the giving of


PAGE 15 - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

notice or the lapse of time or both, would constitute such a default, except in
either case where the consequences, direct or indirect, of such default or
defaults, if any, would not have a material adverse effect on the business,
properties, assets, operations or condition (financial or otherwise) of HITN or
Holdco.

4.14 Brokers. Neither Holdco nor HITN has engaged a broker in
connection with the Loan Facility.

5. REPRESENTATIONS AND WARRANTIES OF CLEARWIRE. Clearwire hereby represents
and warrants to HITN as follows:

5.1 Nature of Clearwire. Clearwire is a corporation duly organized,
validly existing, and in good standing under the laws of Delaware. Clearwire has
powers adequate for (a) making and performing each of the Loan Documents and Use
Agreements to which it is a party and (b) carrying on its business and owning
its property.

5.2 Authorization. The execution, delivery and performance of each of
the Loan Documents and Use Agreements to which it is a party have been duly
authorized by all necessary corporate action required by Clearwire's articles of
incorporation and bylaws and all applicable laws.

5.3 Power. The execution and performance of, and the compliance with
the provisions of, each of the Loan Documents and Use Agreements to which it is
a party will not violate any provision of any applicable law or any provision of
Clearwire's articles of incorporation and bylaws, and will not conflict with or
result in any breach of or result in the creation or imposition of any
encumbrance upon any of the properties or assets of Clearwire pursuant to the
terms of, or constitute a default under, any other agreement or instrument to
which Clearwire is a party or is bound.

5.4 Binding Effect. This Agreement constitutes, and each of the other
Loan Documents and Use Agreements to which it is a party when executed and
delivered by Clearwire, will constitute, valid obligations of Clearwire, which
are binding and enforceable against it in accordance with their respective
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.

5.5 Familiarity with Terms. Clearwire is fully familiar with all of
the terms, covenants and conditions of the Loan Documents and Use Agreements.

5.6 No Governmental Approvals. No registration with or approval of any
governmental agency or commission, including the FCC, is necessary for the due
execution and delivery of this Agreement, or any of the other Loan Documents or
Use Agreements to which it is a party or for the validity or enforceability
thereof with respect to any of Clearwire's obligations hereunder or thereunder;
provided, however, that in the event of default, certain FCC notifications or
approvals may be required before any action that would result in a transfer of
control of Holdco may be permissible.


PAGE 16 - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

5.7 Compliance with Laws. Clearwire has complied with, and shall
continue to comply with, all laws, regulations and orders which affect in any
material respect Clearwire's right to carry on its operations, perform its
obligations under the Loan Documents and Use Agreements to which it is a party
or meet its obligations in the ordinary course of business.

5.8 Brokers. Clearwire has not engaged a broker in connection with the
Loan Facility.

5.9 Licenses. Clearwire will not take any actions contrary to the
rules and regulations of the FCC which would result in the loss or forfeiture of
licenses for the EBS Opportunity Channels acquired with a Purchase Advance.

5.10 Expenses. Clearwire will pay all Expenses required to be paid by
it under this Agreement or under any Use Agreement.

6. AFFIRMATIVE COVENANTS. Until all amounts owed under this Agreement, the
Promissory Note and the other Loan Documents have been paid in full and so long
as no Event of Default has occurred, Clearwire shall cause to be paid to HITN or
Holdco, as the case may be, the amounts required for Holdco and HITN to timely,
at its own expense, comply with the terms of this Section 6.

6.1 Financial Information. Holdco shall furnish or cause to be
furnished to Clearwire, as soon as the same are available, and in any event (a)
within thirty (30) days after the end of each fiscal quarter, a statement of
profit and loss and of surplus of the quarter then ended and a balance sheet as
of the end of such quarter, all in reasonable detail and certified by Holdco's
chief financial officer, and (b) within ninety (90) days after the end of each
fiscal year, copies of Holdco's current annual financial statements. Such annual
financial statements shall be prepared in accordance with generally accepted
accounting principles applied on a basis consistently maintained throughout the
period involved and with prior periods and certified to by a recognized firm of
independent certified public accountants satisfactory to Clearwire.

6.2 Notice of Default. Immediately upon obtaining knowledge of the
occurrence of any event which constitutes an Event of Default, or which with
notice or lapse of time, or both, would constitute an Event of Default, Holdco
shall give written notice thereof to Clearwire, together with a detailed
statement of the steps being taken by HITN or Holdco to cure such Event of
Default.

6.3 Maintenance of Existence. Holdco shall cause to be done all things
necessary to maintain and preserve its existence, rights, licenses, leases and
franchises, and shall comply with all related laws applicable to Holdco in such
manner as their counsel shall advise.

6.4 Payment of Taxes. Holdco shall pay all taxes, assessments and
charges lawfully levied or imposed by the United States or any state, local or
foreign government or taxing authority on or with respect to Holdco's business,
properties and assets.

6.5 Maintenance of Property and Leases. Holdco shall keep its
properties in good repair and condition, reasonable wear and tear excepted, and
from time to time make all necessary and proper repairs, renewals, replacements,
additions and improvements thereto.


PAGE 17 - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

Holdco shall at all times comply with the provisions of all Third-Party Leases
and all other licenses and leases, including the rules and regulations of the
FCC incorporated thereon to which they are a party so as to prevent any loss or
forfeiture thereof or thereunder.

6.6 Notice of Litigation. HITN and Holdco shall promptly notify
Clearwire in writing of the initiation of any litigation against HITN or Holdco
or any of them which in HITN's good-faith judgment might materially and
adversely affect the operations, financial condition, property or business of
Holdco or HITN's ability to perform under the Pledge and Guaranty.

6.7 Accounts and Reports. Holdco shall keep true and accurate records
and books of account in which full, true and correct entries shall be made of
all dealings or transactions in relation to its business and affairs in
accordance with generally accepted accounting principles applied on a consistent
basis.

6.8 Inspection. Holdco shall permit Clearwire or its designated
representative, at all reasonable hours upon reasonable advance notice, to visit
and inspect its properties, offices and facilities, and to examine Holdco's
books of account.

6.9 Insurance. Holdco shall maintain personal property insurance,
comprehensive public liability insurance (including but not limited to products
liability) and such other insurance as is reasonably required by Clearwire,
subject to deductibles reasonably required by Clearwire, issued by insurers
satisfactory to Clearwire and under policies (or binders) of a form and type
acceptable to Clearwire. Copies of such policies or certificates, and all
amendments or changes thereto, evidencing coverage shall be provided to
Clearwire. Clearwire shall be listed as a "loss payee" under personal property
insurance and an "additional insured" under liability policies. All insurance
policies shall contain an endorsement in form and substance acceptable to
Clearwire to the effect that they may not be cancelled or materially changed
without thirty (30) days prior written notice to Clearwire.

6.10 License Renewal. HITN or Holdco, as appropriate, shall apply for
the renewal of the EBS licenses acquired in any Acquisition in a timely manner,
and Clearwire shall advance any and all costs associated therewith, and with all
compliance required to maintain and build out the station as required thereby,
to HITN.

7. NEGATIVE COVENANTS. Until all amounts owed under this Agreement, the
Promissory Note and the other Loan Documents have been paid in full, Holdco
shall not, and HITN shall not allow Holdco nor any Newco, without the prior
written consent of Clearwire, to:

7.1 Distributions. Make any cash distributions or otherwise distribute
property in kind;

7.2 Internal Loans. Make any loans or advances to any of its officers,
directors or shareholders, or assume, guarantee, endorse or otherwise become
directly or contingently liable in connection with any obligation of any of its
officers, directors or shareholders or any third party except for the guaranty;


PAGE 18 - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT
<PAGE>

7.3 Changes. Change its name, liquidate, dissolve, enter into any
merger or consolidation, create or acquire any subsidiaries, except for the
creation of Newcos by Holdco, or, except for the Use Agreements and Third-Party
Leases or in the ordinary course of business, sell, lease, transfer or
distribute any of its assets;

7.4 Debt. Except for the Loan Facility, borrow money or incur any
indebtedness or enter into any agreement with respect to the same, other than
unsecured trade debt incurred in the ordinary course of business in connection
with maintaining or using the EBS Opportunity Channels;

7.5 Capital Expenditures. Incur any new capital expenditures (by
purchase or lease) other than what is required to maintain Holdco's (or any
Newco's) existing assets or pursuant to an Acquisition and in the use of
spectrum under a Use Agreement or pursuant to Section 2.6;

7.6 Other Loans. Make any loan or advance to, or investment in, any
person except for investments in short-term, direct obligations of the United
States government, certificates of deposit issued by Bank, investments in
commercial paper maturing 270 days or less and rated at least A-1 by Standard &
Poor's Corporation or P-1 by Moody's Investors Services, Inc.;

7.7 Subsequent Lease Rights. Take any action that triggers Subsequent
Lease Rights for any other party to lease, use or purchase any of the spectrum
on the EBS Opportunity Channels or Acquired Channels, pursuant to a Third-Party
Lease or otherwise;

7.8 Negotiations. Enter into any negotiations or agreements with a
third party other than Clearwire relating in any way to the future lease, use,
sale transfer or assignment of the EBS Opportunity Channels, the Acquired
Channels or the associated commercial capacity except as required by any
existing Third-Party Lease; or

7.9 Third-Party Leases. Modify, amend or waive any provisions of
existing Third-Party Leases without Clearwire's consent, which shall be given or
withheld in Clearwire's sole and absolute discretion.

8. EVENTS OF DEFAULT

8.1 Global Events of Default. The occurrence of one or more of the
following events (herein called "Global Events of Default") shall constitute a
default under this Agreement: (a) a material default by HITN, Holdco or Newco
under any of the other Loan Documents, subject to notice and/or cure periods
provided therein, if any, which default could, if not cured, result in (i) a
lien being imposed on the membership interests in Holdco or Newco or the assets
of Holdco or Newco, or (ii) the loss of an FCC license or (iii) the extension of
a Third-Party Lease; (b) the occurrence of any proceeding by or against HITN or
Holdco under any provision of bankruptcy law, or the occurrence of any other
bankruptcy, insolvency or similar act or proceeding by or against HITN or
Holdco; (c) any representation or warranty contained in any of the Loan
Documents proves untrue in any material respect; (d) the failure by Holdco or
any Newco at any time to be a Single Purpose Entity; or (e) the failure by HITN,
Holdco or any Newco to strictly comply with the provisions of Section 6.3
(Maintenance of Existence),


PAGE 19 - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

Section 6.5 (Maintenance of Property and Leases), Section 6.9 (Insurance),
Section 6.10 (License Renewal), Section 7.3 (Changes), Section 7.7 (Subsequent
Lease Rights), Section 7.8 (Negotiations) or Section 7.9 (Third-Party Leases).

8.2 Market Events of Default. The occurrence of one or more of the
following events (herein called "Market Events of Default") shall constitute a
default under this Agreement: (a) Holdco's or Newco's failure to pay any
installment of principal and interest due under any Promissory Note or any other
amount under any of the Loan Documents when and as the same shall become due and
payable as therein or herein expressed; provided, however, this shall not be a
Market Event of Default if such failure is due to the failure of the lessee
under a Third-Party Lease to make its payment and Holdco or Newco, as the case
may be, has taken all available steps to remedy such failure; (b) HITN's,
Holdco's or Newco's failure to duly perform or observe any other material
covenant or condition to be performed or observed by it hereunder, not expressly
described in Section 8.1, following five (5) business days notice from
Clearwire; (c) Holdco or Newco shall be in default in the payment or performance
of any material obligation to any third party under any promissory note,
contract or other instrument to which it is a party or is bound; (d) final
judgment for the payment of money not covered by insurance aggregating in excess
of Fifty Thousand United States Dollars ($50,000.00) shall be rendered against
Holdco or Newco and the same shall remain outstanding and undischarged for a
period of thirty (30) days thereafter; (e) Holdco's or Newco's default under any
contractual obligation between Holdco or Newco and Clearwire, including the Use
Agreements; or (f) a default by HITN, Holdco or Newco under any of the other
Loan Documents which is not expressly described in Section 8.1, subject to
notice and/or cure periods provided therein.

8.3 Clearwire Default. No Global Event of Default or Market Event of
Default shall be deemed to have occurred and be continuing if Clearwire is in
default of its obligations under this Agreement to pay Expenses.

8.4 Global Default Remedies. Upon the occurrence of a Global Event of
Default and while any Global Event of Default is continuing, and subject to any
relevant FCC notice or approval requirements, Clearwire may at its option elect
to pursue any or all of the following remedies, which are cumulative and in
addition to any other right or remedy provided by applicable law: (a) without
further demand, protest or notice of any kind to HITN, Holdco or Newco, declare
any or all Advances made to or for the benefit of Holdco and any Newco under any
and all Promissory Notes to be due and immediately payable, and upon such
declaration the same shall become and be immediately due and payable; (b) in the
event HITN, Holdco or Newco fails to perform any act which it is required to
perform under the Loan Documents, including enforcement of rights or exercise of
remedies under Third-Party Leases, Clearwire may perform such act, and any
reasonable expense thereby incurred by Clearwire shall be a demand obligation
owing by HITN, Holdco and Newco unless Clearwire is obligated hereunder to pay
such expense; (c) assert such other rights and remedies of a secured party under
any and all Pledge Agreements and Security Agreements and under the laws of the
United States or the State of Washington (regardless of whether such law or one
similar thereto has been enacted in the jurisdiction where the rights or
remedies are asserted), including, without limitation, all rights and remedies
of a secured party under the UCC, whether or not this Agreement and the
transactions contemplated hereby are determined to be governed by the UCC; (d)
take any and all steps necessary to prevent the loss of an FCC license; and (e)
assert all other rights and


PAGE 20 - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

remedies available under any of the Loan Documents, provided, however, Clearwire
will not seek monetary damages against HITN under this clause (e) until it has
made reasonable efforts to satisfy its claim through the remedies described in
clauses (a), (b) and (c).

8.5 Market Default Remedies. Upon the occurrence of a Market Event of
Default and while any Market Event of Default is continuing, and subject to any
relevant FCC notice or approval requirements, Clearwire may at its option elect
to pursue any or all of the following remedies, which are cumulative and in
addition to any other right or remedy provided by applicable law: (a) without
further demand, protest or notice of any kind to HITN, Holdco or Newco, declare
any or all Advances made to or for the benefit of the defaulting party under the
applicable Promissory Note to be due and immediately payable, and upon such
declaration the same shall become and be immediately due and payable; (b) in the
event HITN, Holdco or any Newco fails to perform any act which it is required to
perform under the Loan Documents or Use Agreements, including enforcement of
rights or exercise of remedies under Third-Party Leases, Clearwire may perform
such act, and any reasonable expense thereby incurred by Clearwire shall be a
demand obligation owing by HITN, Holdco or Newco, respectively, unless Clearwire
is obligated hereunder to pay such expense; (c) assert such other rights and
remedies of a secured party under the applicable Pledge Agreement and Security
Agreement and under the laws of the United States or the State of Washington
(regardless of whether such law or one similar thereto has been enacted in the
jurisdiction where the rights or remedies are asserted), including, without
limitation, all rights and remedies of a secured party under the UCC, whether or
not this Agreement and the transactions contemplated hereby are determined to be
governed by the UCC; and (d) take any and all steps necessary to prevent the
loss of an FCC license.

8.6 FCC Approval. To the extent Clearwire asserts any rights or
remedies under this Agreement that may result in a de jure or de facto transfer
of control of Holdco or Newco under the provisions of the Communications Act of
1934 and/or the Rules and decisions of the FCC, Clearwire agrees that it will
prepare and file the necessary applications with the FCC for such a transfer.
Clearwire agrees that no transfer of control will take place until any necessary
approvals for such a transfer are obtained from the FCC. For purposes of
accomplishing such transfer, Clearwire may assign its rights hereunder to a
third party.

8.7 Costs and Expenses. Holdco shall pay to Clearwire on demand all
reasonable attorneys' fees (including allocated costs for in-house legal
services) and other costs and expenses reasonably incurred by Clearwire
exercising its rights, powers or remedies under Section 8.4 hereof, together
with interest on such sums at a fixed rate per annum equal to the Default Rate
from the date when the costs and expenses are incurred until fully paid,
provided in no event shall the rate of interest exceed that permitted by
applicable law; provided, however, if Clearwire incurs fees, costs or expenses
due to the default of the lessee under a Third-Party Lease or as a result of a
failure of Clearwire to pay Expenses, then Holdco shall have no payment
obligation under this Section 8.7.

9. MISCELLANEOUS PROVISIONS.

9.1 No Operational Control. Nothing in this Agreement shall be
interpreted to give operational control over Holdco or any Newco to Clearwire.
Clearwire agrees that control over Holdco and each Newco, and, subject to the
Third-Party Leases and the Use Agreements,


PAGE 21 - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

any FCC licenses held by Holdco or any Newco will remain with HITN, Holdco and
Newco, as applicable, and their existing (or, in the case of each Newco,
initial) owners, officers and directors, unless and until Clearwire seeks and
obtains any FCC approval, as and if applicable, for a transfer of control.

9.2 Amendments and Waivers. Any provision of this Agreement may be
amended or waived if, and only if, such amendment or waiver is in writing and
signed (in the case of an amendment) by HITN, Holdco and Clearwire or (in the
case of a waiver) by the party against whom the waiver is to be effective. No
failure or delay by either party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.

9.3 Notices. All notices or other communications hereunder shall be in
writing and shall be deemed to have been duly given or made (i) upon delivery if
delivered personally (by courier service or otherwise), as evidenced by written
receipt or other written proof of delivery (which may be a printout of the
tracking information of a courier service that made such delivery), or (ii) upon
confirmation of dispatch if sent by facsimile transmission (which confirmation
shall be sufficient if shown by evidence produced by the facsimile machine used
for such transmission), in each case to the applicable addresses set forth below
(or such other address which either Party may from time to time specify):

If to HITN, Holdco or Newco: Hispanic Information and
Telecommunications Network, Inc.
449 Broadway, Third Floor
New York, New York 10013
Attention: Jose Luis Rodriguez
Facsimile No.: (212) 966-5725

With a copy to: Day, Berry & Howard LLP
875 Third Avenue
New York, NY 10022
Attention: Sabino Rodriguez, Esq.
Facsimile No.: (212) 829-3601

With a copy to: RJGLaw LLC
1010 Wayne Avenue, Suite 950
Silver Spring, MD 20910
Attention: Rudolph J. Geist
Facsimile No.: (301) 589-2644


PAGE 22 - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

If to Clearwire: Clearwire Corporation
10210 N.E. Points Drive, Suite 210
Kirkland, WA 98033
Attention: Benjamin G. Wolff
Facsimile: 425-828-8061

With a copy to: Davis Wright Tremaine LLP
1501 Fourth Avenue
2600 Century Square
Seattle, WA 98101
Attention: Julie A. Weston, Esq.
Facsimile: 206-628-7699

HITN and Holdco hereby agree that such notice shall be deemed to meet any
requirements of reasonable notice contained in the UCC.

9.4 Indemnification. Clearwire shall defend, indemnify and hold
harmless HITN, Holdco and each Newco (each a "HITN Indemnitee") from and against
any and all actions by any person arising (a) in whole or in part as a result of
the execution of this Agreement or any Loan Document, or (b) otherwise by virtue
of the status of Holdco or Newco as the holder of the license in respect of any
Acquired Channel, provided that (x) such action was not the result of the
negligence, gross negligence, or intentional or willful misconduct on the part
of a HITN Indemnitee or (y) such action would not have a basis if all the
representations in Section 4 (including as applicable to each Newco) were true,
and (z) in either case, there would have been no liability but for the existence
of the circumstance in (x) or (y) (each a "Disallowed Claim"). Upon the request
of a HITN Indemnitee to defend an action under this Section, Clearwire shall
either: (1) engage counsel of its choosing to defend the HITN Indemnitee; (2)
notify the HITN Indemnitee to select counsel, which must be reasonably
acceptable to Clearwire, in which case Clearwire shall promptly advance the
amount of reasonable attorneys fees to defend any such action as such fees are
incurred; or (3) advise the HITN Indemnitee that the action is a Disallowed
Claim. HITN shall defend, indemnify and hold harmless Clearwire and each CW
Subsidiary from and against any and all actions by any person arising from a
Disallowed Claim and any action brought solely against Clearwire or a CW
Subsidiary which would be a Disallowed Claim had such action also been brought
against a HITN Indemnitee ("Other Claim"). HITN shall promptly advance the
amount of reasonable attorneys fees to defend any such Disallowed Claim or Other
Claim as such fees are incurred. Any person with rights to indemnification
hereunder may decline a defense upon written notice and the related
indemnification obligation shall then lapse.

9.5 Costs and Expenses. Clearwire shall pay its costs and expenses
incurred by it, including the fees and out-of-pocket expenses of its own legal
counsel, in connection with the preparation, negotiation and filing of the Loan
Documents. In addition, Clearwire shall pay such costs and expenses reasonably
and necessarily incurred by HITN and Holdco not to exceed $22,500.00.

9.6 Survival of Covenants. All covenants, agreements, representations
and warranties made by HITN and Holdco hereunder shall survive the execution and
delivery of this


PAGE 23 - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

Agreement, the Loan Facility hereunder and the termination hereof. Clearwire's
agreement in Section 2.6 and its covenants in Sections 5.9 and 5.10 shall
survive the execution and delivery of this Agreement, the Loan hereunder and the
termination hereof.

9.7 Severability. The unenforceability or invalidity of any provision
or provisions of this Agreement, the Promissory Note or any other Loan Document
shall not render any other provision or provisions hereof or thereof
unenforceable or invalid.

9.8 Additional Loan Documents. HITN shall at Clearwire's request, from
time to time, at Clearwire's sole cost and expense, execute, re-execute, deliver
and redeliver any and all documents, and do and perform such other and further
acts, as may reasonably be required by Clearwire to enable Clearwire to perfect,
preserve, and protect its security interest in the collateral subject to the
Pledge Agreement and the Security Agreement and its rights and remedies under
this Agreement or granted by law and to carry out and effect the intents and
purposes of this Agreement.

9.9 Assignment. This Agreement and the Loan Documents shall be binding
upon and shall inure to the benefit of the parties and their respective
successors and permitted assigns. This Agreement and the Loan Documents may not
be assigned by HITN or Holdco. Clearwire may transfer or assign the Loan
Facility, this Agreement and any other Loan Document to any of its affiliates.

9.10 Counterparts. This Agreement may be executed and delivered
(including by facsimile transmission) in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

9.11 Governing Law. This Agreement, the Promissory Note and the Loan
Documents shall be governed by, and construed in accordance with, the internal
laws of the State of Washington, without reference to the choice of law
principles thereof. HITN AND HOLDCO IRREVOCABLY AGREE THAT, SUBJECT TO
CLEARWIRE'S SOLE AND ABSOLUTE DISCRETION, ALL ACTIONS OR PROCEEDINGS IN ANY WAY
ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER DOCUMENTS OR THE LOAN
FACILITY SHALL BE LITIGATED IN COURTS HAVING SITUS WITHIN THE COUNTY OF KING,
STATE OF WASHINGTON. HITN AND HOLDCO HEREBY CONSENT AND SUBMIT TO THE
JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN SUCH COUNTY AND
STATE. HITN AND HOLDCO HEREBY WAIVE ANY RIGHT THEY MAY HAVE TO TRANSFER OR
CHANGE THE VENUE OF ANY LITIGATION BROUGHT AGAINST HITN OR HOLDCO BY CLEARWIRE
IN ACCORDANCE WITH THIS SECTION.

9.12 Waiver of Jury Trial. HITN, HOLDCO AND CLEARWIRE HEREBY
KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY HITN,
HOLDCO AND CLEARWIRE MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY,
IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS RELATED HERETO. HITN AND
HOLDCO REPRESENT AND WARRANT THAT NO REPRESENTATIVE OR AGENT OF CLEARWIRE HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT CLEARWIRE WILL NOT, IN THE


PAGE 24 - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER, HITN AND HOLDCO
ACKNOWLEDGE THAT CLEARWIRE HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION.

9.13 Termination. Clearwire may terminate this Agreement at any time
by written notice to HITN and Holdco, and thereafter upon payment in full of all
Advances and satisfaction by HITN and Holdco of all obligations under this
Agreement and the other Loan Documents, this Agreement shall have no further
force and effect except for the provisions of Section 9.4 which shall survive.

9.14 Oral Agreements Not Enforceable. ORAL AGREEMENTS OR ORAL
COMMITMENTS TO LOAN FACILITY MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING
REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

CLEARWIRE: HITN:

Clearwire Corporation, a Delaware Hispanic Information & Telecommunications
corporation Network, Inc., a New York not-for-profit
corporation


By: /s/ Benjamin G. Wolff By:
-------------------------------- -------------------------------------
Benjamin G. Wolff Print Name:
Executive Vice President -----------------------------
Title:
----------------------------------


HOLDCO:

HITN Spectrum, LLC, a Delaware
limited liability company


By:
--------------------------------
Print Name:
------------------------
Title:
-----------------------------


PAGE 1 - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. HITN AND HOLDCO
ACKNOWLEDGE THAT CLEAR WIRE HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION.

9.13 Termination. Clearwire may terminate this Agreement at any time
by written notice to HITN and Holdco, and thereafter upon payment in full of all
Advances and satisfaction by HITN and Holdco of all obligations under this
Agreement and the other Loan Documents, this Agreement shall have no further
force and effect except for the provisions of Section 9.4 which shall survive.

9.14 Oral Agreements Not Enforceable. ORAL AGREEMENTS OR ORAL
COMMITMENTS TO LOAN FACILITY MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING
REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

CLEAKWIRE: HITN:

Clearwire Corporation, a Delaware Hispanic Information & Telecommunications
corporation Network, Inc., a New York not-for-profit
corporation


By: /s/ Benjamin G. Wolff By: /s/ Jose L. Rodriguez
-------------------------------- -------------------------------------
Benjamin G. Wolff Print Name: Jose L. Rodriguez
Executive Vice President Title: President


HOLDCO:

HITN Spectrum, LLC, a Delaware
limited liability company


By: /s/ Illegible
--------------------------------
Print Name: Illegible
Title:
-----------------------------


PAGE 2 - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

TABLE OF CONTENTS

<TABLE>
<S> <C>
1. DEFINITIONS .......................................................... 2
1.1 "Acquired Channel" ................................................... 2
1.2 "Acquisition" ........................................................ 2
1.3 "Acquisition Balance" ................................................ 2
1.4 "Acquisition Budget" ................................................. 2
1.5 "Advance" ............................................................ 2
1.6 "Advance Royalty Payment" ............................................ 2
1.7 "Agreement Expenses" ................................................. 2
1.8 "Clearwire" .......................................................... 2
1.9 "Clearwire License Transfer" ......................................... 2
1.10 "CW Subsidiary" ...................................................... 2
1.11 "Default Rate" ....................................................... 2
1.12 "Disallowed Claim" ................................................... 2
1.13 "EBS" ................................................................ 3
1.14 "EBS Opportunity Channels" ........................................... 3
1.15 "Encumbered Channel" ................................................. 3
1.16 "Expense Advance" .................................................... 3
1.17 "Expense Budget" ..................................................... 3
1.18 "Expenses" ........................................................... 3
1.19 "FCC" ................................................................ 3
1.20 "Global Events of Default" ........................................... 3
1.21 "Guarantor" .......................................................... 3
1.22 "Guaranty" ........................................................... 3
1.23 "HITN" ............................................................... 3
1.24 "HITN Indemnitee" .................................................... 3
1.25 "Holdco" ............................................................. 3
1.26 "Interest Rate" ...................................................... 3
1.27 "Loan Documents" ..................................................... 3
1.28 "Loan Facility" ...................................................... 4
1.29 "Market" ............................................................. 4
1.30 "Market Events of Default" ........................................... 4
1.31 "Newco" .............................................................. 4
1.32 "Newly Unencumbered Channel" ......................................... 4
1.33 "Non-Profit Community" ............................................... 4
1.34 "Opportunity Notice" ................................................. 4
1.35 "Other Claim" ........................................................ 4
1.36 "Pledge Agreement" ................................................... 4
1.37 "Promissory Note" .................................................... 4
1.38 "Proposed Expense Budget" ............................................ 4
1.39 "Purchase Advance" ................................................... 4
</TABLE>


PAGE i - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

<TABLE>
<S> <C>
1.40 "Security Agreement" ................................................. 4
1.41 "Single Purpose Entity" .............................................. 5
1.42 "SPE Operating Agreement" ............................................ 5
1.43 "Subsequent Lease Rights" ............................................ 5
1.44 "Third-Party Lease" .................................................. 5
1.45 "UCC" ................................................................ 5
1.46 "Unencumbered Channel" ............................................... 5
1.47 "Use Agreement" ...................................................... 5

2. LEASE OPTION ......................................................... 5
2.1 Identification of EBS Opportunity Channel ............................ 5
2.2 Election to Proceed .................................................. 5
2.3 Acquisition by a Newco ............................................... 6
2.4 Expense Advances ..................................................... 6
2.4.1 Expense Budget Procedures ...................................... 6
2.4.2 Uncompensated Actions .......................................... 6
2.4.3 Application of Third Party Royalties ........................... 6
2.4.4 Acquired Markets Subject to Use Agreements ..................... 7
2.5 Clearwire Option to Enter Use Agreements ............................. 7
2.5.1 Use Agreement for Unencumbered Channels ........................ 7
2.5.2 Subsequent Use Agreement Rights ................................ 7
2.5.3 Subsequent Use Agreement Option ................................ 7
2.5.4 Clearwire License Options ...................................... 8
2.6 Resale of Services ................................................... 8

3. LOAN AND PROMISSORY NOTE ............................................. 9
3.1 Loan Amount .......................................................... 9
3.2 Use of Funds ......................................................... 9
3.3 Interest ............................................................. 9
3.4 Default Interest ..................................................... 9
3.5 Payments ............................................................. 9
3.6 Security ............................................................. 9
3.6.1 Security Agreement ............................................. 9
3.6.2 Pledge Agreement ............................................... 9
3.6.3 Guaranty ....................................................... 10
3.7 Conditions Precedent ................................................. 10
</TABLE>


PAGE ii - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

<TABLE>
<S> <C>
3.8 Future Purchase Advance Conditions Precedent ......................... 11
3.9 Expense Advance Conditions Precedent ................................. 12
3.10 Conditions Precedent for Newco ....................................... 13

4. REPRESENTATIONS AND WARRANTIES OF HITN AND HOLDCO .................... 14
4.1 Nature of HITN and Newco ............................................. 14
4.2 Single Purpose Entity ................................................ 14
4.3 Authorization ........................................................ 14
4.4 Power ................................................................ 14
4.5 Binding Effect ....................................................... 14
4.6 Familiarity with Terms ............................................... 15
4.7 Legal Proceedings .................................................... 15
4.8 No Governmental Approvals ............................................ 15
4.9 Compliance with Laws ................................................. 15
4.10 Financial Condition .................................................. 15
4.11 No Encumbrance ....................................................... 15
4.12 Agreements ........................................................... 15
4.13 Performance .......................................................... 15
4.14 Brokers .............................................................. 16

5. REPRESENTATIONS AND WARRANTIES OF CLEARWIRE .......................... 16
5.1 Nature of Clearwire .................................................. 16
5.2 Authorization ........................................................ 16
5.3 Power ................................................................ 16
5.4 Binding Effect ....................................................... 16
5.5 Familiarity with Terms ............................................... 16
5.6 No Governmental Approvals ............................................ 16
5.7 Compliance with Laws ................................................. 17
5.8 Brokers .............................................................. 17
5.9 Licenses ............................................................. 17
5.10 Expenses ............................................................. 17

6. AFFIRMATIVE COVENANTS ................................................ 17
6.1 Financial Information ................................................ 17
6.2 Notice of Default .................................................... 17
6.3 Maintenance of Existence ............................................. 17
6.4 Payment of Taxes ..................................................... 17
6.5 Maintenance of Property and Leases ................................... 17
6.6 Notice of Litigation ................................................. 18
6.7 Accounts and Reports ................................................. 18
6.8 Inspection ........................................................... 18
</TABLE>


PAGE iii - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

<TABLE>
<S> <C>
6.9 Insurance ............................................................ 18
6.10 License Renewal ...................................................... 18

7. NEGATIVE COVENANTS ................................................... 18
7.1 Distributions ........................................................ 18
7.2 Internal Loans ....................................................... 18
7.3 Changes .............................................................. 19
7.4 Debt ................................................................. 19
7.5 Capital Expenditures ................................................. 19
7.6 Other Loans .......................................................... 19
7.7 Subsequent Lease Rights .............................................. 19
7.8 Negotiations ......................................................... 19
7.9 Third-Party Leases ................................................... 19

8. EVENTS OF DEFAULT .................................................... 19
8.1 Global Events of Default ............................................. 19
8.2 Market Events of Default ............................................. 20
8.3 Clearwire Default .................................................... 20
8.4 Global Default Remedies .............................................. 20
8.5 Market Default Remedies .............................................. 21
8.6 FCC Approval ......................................................... 21
8.7 Costs and Expenses ................................................... 21

9. MISCELLANEOUS PROVISIONS ............................................. 21
9.1 No Operational Control ............................................... 21
9.2 Amendments and Waivers ............................................... 22
9.3 Notices .............................................................. 22
9.4 Indemnification ...................................................... 23
9.5 Costs and Expenses ................................................... 23
9.6 Survival of Covenants ................................................ 23
9.7 Severability ......................................................... 24
9.8 Additional Loan Documents ............................................ 24
9.9 Assignment ........................................................... 24
9.10 Counterparts ......................................................... 24
9.11 Governing Law ........................................................ 24
9.12 Waiver of Jury Trial ................................................. 24
</TABLE>


PAGE iv - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT

<PAGE>

EXHIBITS

<TABLE>
<S> <C>
Guaranty ............................................. Page - Ex. 1.22
Pledge Agreement ..................................... Page - Ex. 1.36
Promissory Note ...................................... Page - Ex. 1.37
Security Agreement ................................... Page - Ex. 1.40
SPE and Bankruptcy Remote Requirements ............... Page - Ex. 1.41
Use Agreement ........................................ Page - Ex. 1.47
Joinder Agreement .................................... Page - Ex. 3.10(h)
</TABLE>


PAGE i - SPECTRUM ACCESS AND LOAN FACILITY AGREEMENT
<PAGE>


GUARANTY AGREEMENT


THIS GUARANTY AGREEMENT (this "Guaranty") is made as of the ____ day of
_____ _________________, 20__, between [OPTION 1: HISPANIC INFORMATION &
TELECOMMUNICATIONS NETWORK, INC., a New York not-for-profit corporation] [OPTION
2: HITN SPECTRUM, LLC, a Delaware limited liability company] ("Guarantor"), and
CLEARWIRE CORPORATION, a Delaware corporation ("Clearwire").

RECITALS

A. [OPTION 1 (TO BE USED IF GUARANTOR IS HITN): Guarantor, Clearwire
and HITN Spectrum, LLC, a Delaware limited liability company ("Holdco") have
entered into that certain Spectrum Access and Loan Facility Agreement dated as
of April _____, 2005 (as amended, restated, modified, renewed, supplemented or
extended from time to time, the "Loan Facility Agreement"), pursuant to which
Clearwire has agreed, at its continuing option and in its sole discretion, to
provide financing to Holdco or wholly owned limited liability company
subsidiaries of Holdco to facilitate Holdco's acquisition of EBS licenses (the
"Loan Facility"). This Guaranty is a condition precedent to Clearwire's
obligations to make available the Loan Facility. Guarantor has agreed to execute
and deliver this Guaranty as an inducement to Clearwire to make available the
Loan Facility. Capitalized terms used herein and not otherwise defined shall
have the meanings given to them in the Loan Facility Agreement.

B. Guarantor is the sole member of Holdco [, WHICH IS THE SOLE MEMBER
OF _________ ___________, A DELAWARE LIMITED LIABILITY COMPANY ("NEWCO")]. The
proceeds of each Advance under the Loan Facility to be made by Clearwire to
[HOLDCO/NEWCO] are being used by [HOLDCO/NEWCO] for the exclusive purpose of the
Acquisition of EBS Opportunity Channels or paying the Expenses set forth in an
Expense Budget related thereto or as otherwise approved by Clearwire. The
proceeds of each Advance under the Loan Facility will therefore result in a
direct or indirect material economic benefit to Guarantor.]

A. [OPTION 2 (TO BE USED IF GUARANTOR IS HOLDCO): Guarantor, Clearwire
and Hispanic Information & Telecommunications Network, Inc., a New York
non-profit corporation ("HITN") have entered into that certain Spectrum Access
and Loan Facility Agreement dated as of April ___, 2005 (as amended, restated,
modified, renewed, supplemented or extended from time to time, the "Loan
Facility Agreement"), pursuant to which Clearwire has agreed, at its continuing
option and in its sole discretion, to provide financing to Guarantor or wholly
owned limited liability company subsidiaries of Guarantor to facilitate
Guarantor's acquisition of EBS licenses (the "Loan Facility"). This Guaranty is
a condition precedent to Clearwire's obligations to make available the Loan
Facility to [_____________________], a Delaware limited liability company
("Newco"). Guarantor has agreed to execute and deliver this Guaranty as an
inducement to Clearwire to make available the Loan Facility to Newco.
Capitalized terms used herein and not otherwise defined shall have the meanings
given to them in the Loan Facility Agreement.

B. Guarantor is the sole member Newco. The proceeds of each Advance
under the Loan Facility to be made by Clearwire to Newco are being used by Newco
for the exclusive


PAGE 1 - EXHIBIT 1.22 - GUARANTY AGREEMENT



<PAGE>


purpose of the Acquisition of EBS Opportunity Channels or paying the Expenses
set forth in an Expense Budget related thereto or as otherwise approved by
Clearwire. The proceeds of each Advance under the Loan Facility will therefore
result in a direct or indirect material economic benefit to Guarantor.]

NOW THEREFORE, in consideration of Clearwire making available the Loan
Facility, and for other good and valuable consideration receipt of which
Guarantor hereby acknowledges, Guarantor agrees as follows:

AGREEMENT

1. GUARANTEED OBLIGATIONS. Guarantor absolutely and unconditionally
guarantees payment to Clearwire when due (whether by scheduled maturity,
required prepayment, acceleration, demand or otherwise) of all indebtedness,
liabilities and obligations whatsoever of [HOLDCO/NEWCO] owing to Clearwire
under the Loan Facility Agreement and under any other Loan Documents and Use
Agreements (as defined in the Loan Facility Agreement) whether presently
existing or hereafter arising (collectively, the "Obligations"), without
set-off, counterclaim, recoupment or deduction of any amounts owing or alleged
to be owing by Clearwire to [HOLDCO/NEWCO]. Without limiting the foregoing,
Guarantor specifically guarantees payment of any judgment entered against
[HOLDCO/NEWCO] under the Loan Facility Agreement or any Loan Documents and the
payment of any damages that may be awarded in any action brought against
[HOLDCO/NEWCO] by Clearwire under the Loan Facility Agreement or any Loan
Documents. This Guaranty is a guaranty of payment and not merely of collection.

2. GUARANTOR'S CONSENT. Guarantor hereby consents to all terms and
conditions of agreements heretofore or hereafter made between Clearwire and
[HOLDCO/NEWCO] and further consents that Clearwire may without further consent
or disclosure and without affecting or releasing the obligations of Guarantor
hereunder: (a) surrender, exchange, release, assign, or sell any collateral or
waive, release, assign, sell, or subordinate any security interest, in whole or
in part; (b) waive or delay the exercise of any rights or remedies of Clearwire
against [HOLDCO/NEWCO]; (c) waive or delay the exercise of any rights or
remedies of Clearwire against any surety or guarantor (including, without
limitation, rights or remedies of Clearwire against Guarantor under this
Guaranty); (d) waive or delay the exercise of any rights or remedies of
Clearwire in respect of any collateral or security interest now or hereafter
held; (e) release any surety or guarantor; (f) renew, extend, waive or modify
the terms of any Obligation or the obligations of any surety or guarantor, or
any instrument or agreement evidencing the same; (g) renew, extend, waive or
modify the terms of any deed of trust, mortgage, pledge, assignment, security
agreement or other security document; (h) apply payments received from
[HOLDCO/NEWCO] or any surety or guarantor (including Guarantor) or from any
collateral, to any Obligation hereunder; and (i) realize on any security
interest, judicially or nonjudicially, with or without preservation of a
deficiency judgment. In the event any deed of trust securing the Obligations is
foreclosed judicially or nonjudicially, Guarantor's liability under this
Guaranty shall be that portion of the Obligations representing a deficiency
resulting from a judicial or nonjudicial sale, i.e., the difference between the
amount due and owing on the Obligations on the day of the foreclosure sale
(including without limitation principal, accrued interest, attorneys' fees, late
payments, if any, and costs of foreclosure) and the amount of the successful bid
at any


PAGE 2 - GUARANTY AGREEMENT



<PAGE>


such judicial or nonjudicial foreclosure sale. Guarantor hereby waives the right
to object to the amount which may be bid by Clearwire or any other person at
such foreclosure sale.

3. GUARANTOR'S WAIVER. Guarantor waives any action on delinquency in
respect of the Obligations or any part thereof [FOLLOWING TO BE USED IF
GUARANTOR IS HITN), SUBJECT TO THE LIMITATIONS IN SECTION 8.4 OF THE LOAN
FACILITY AGREEMENT] [REMAINDER OF THE SENTENCE TO BE USED IF GUARANTOR IS
HOLDCO], including any right to require Clearwire to sue Newco or any guarantor
or surety obligated with respect to the Obligations or any part thereof, or
otherwise to enforce payment thereof against any collateral securing the
Obligations or the obligations of any guarantor of surety or any part thereof.
Guarantor further waives notice of (a) Clearwire's acceptance of this Guaranty
or its intention to act or its actions in reliance hereon; (b) the present
existence or future incurring of any Obligations or any terms or amounts thereof
or any change therein; (c) any default by [HOLDCO/NEWCO] or any surety or
guarantor; (d) the obtaining of any guaranty or surety agreement (in addition to
this Guaranty); (e) the obtaining of any pledge, assignment or other security
for any Obligations; (f) the release of any surety or guarantor; (g) the release
of any collateral; (h) any change in [HOLDCO/NEWCO]'s business or financial
condition; (i) any renewal, extension or modification of the terms of any
Obligation or of the obligations or liabilities of any surety or guarantor or
any instruments or agreements evidencing the same; (j) any acts or omissions of
Clearwire consented to in Section 2 hereof; and (k) any other demands or notices
whatsoever with respect to the Obligations or this Guaranty. Guarantor further
waives notice of presentment, demand, protest, notice of nonpayment and notice
of protest in relation to any instrument or agreement evidencing any Obligation.

4. GUARANTOR'S KNOWLEDGE OF [HOLDCO/NEWCO]'S ECONOMIC CONDITIONS.
Guarantor represents and warrants to Clearwire that he, she or it has reviewed
such documents and other information as he, she or it has deemed appropriate in
order to permit he, she or it to be fully apprised of [HOLDCO/NEWCO]'s financial
condition and operations and has, in entering into this Guaranty made its own
credit analysis independently and without reliance upon any information
communicated to it by Clearwire. Guarantor covenants for the benefit of
Clearwire to remain apprised of all material economic or other developments
relating to or affecting [HOLDCO/NEWCO], [HOLDCO/NEWCO]'s property or
[HOLDCO/NEWCO]'s business. Without limiting the foregoing Guarantor agrees to
enter into such agreements and arrangements with [HOLDCO/NEWCO] as may be
necessary to ensure Guarantor's receipt of notice of such material changes and
of periodic financial statements. Guarantor expressly waives any requirement
that Clearwire advise, disclose, discuss or deliver notice to Guarantor
regarding [HOLDCO/NEWCO]'s financial condition or operations or with respect to
any default by [HOLDCO/NEWCO] in its performance of the Obligations whether or
not knowledge of such condition, operations or default is or reasonably could be
in the possession of Guarantor and whether or not such knowledge is in the
possession of Clearwire before or after the extension of any credit giving rise
to Obligations by [HOLDCO/NEWCO].

5. UNCONDITIONAL GUARANTY. The obligations of Guarantor under this
Guaranty are absolute and unconditional without regard to the obligations of any
other party or person. The obligations of Guarantor hereunder shall not be in
any way limited or effected by any circumstance whatsoever including, without
limitation, (a) any act or omission of Clearwire consented to in Section 2
hereof; (b) the failure to receive any notice, demand, presentment or protest
waived in Sections 3 and 4 hereof; (c) any failure by [HOLDCO/NEWCO] or any
other

PAGE 3 - GUARANTY AGREEMENT



<PAGE>


guarantor or surety to perform or comply with the Obligations or the terms of
any instrument or agreement relating thereto; (d) any change in the name,
purpose, capital stock or constitution of [HOLDCO/NEWCO] or any other guarantor
or surety; (e) any irregularity, defect or unauthorized action by
[HOLDCO/NEWCO], or any other guarantor or surety or any of their respective
officers, directors or other agents in executing and delivering any instrument
or agreements relating to the Obligations or in carrying out or attempting to
carry out the terms of any such agreements; (f) any insolvency, bankruptcy,
reorganization or similar proceeding by or against [HOLDCO/NEWCO], Clearwire,
Guarantor or any other surety or guarantor; (g) any setoff, counterclaim,
recoupment, deduction, defense or other right which Guarantor may have against
Clearwire, [HOLDCO/NEWCO] or any other person for any reason whatsoever whether
related to the Obligations or otherwise; or (g) any other circumstance which
might constitute a legal or equitable discharge or defense, in whole or in part,
of a surety or guarantor. Guarantor hereby waives all defenses of a surety to
which it may be entitled by statute or otherwise.

6. CONTINUING GUARANTY. This Guaranty shall be continuing and shall be
binding upon Guarantor regardless of how long before or after the date hereof
any Obligation was or is incurred. Credit may be granted or continued from time
to time by Clearwire to [HOLDCO/NEWCO] without notice to or authorization from
Guarantor regardless of [HOLDCO/NEWCO]'s then-existing financial or other
condition. Notwithstanding the foregoing, however, Guarantor may limit its
obligations hereunder by delivery of written notice to such effect to Clearwire.
Such notice will limit Guarantor's obligations hereunder to (a) Obligations
incurred by [HOLDCO/NEWCO], or arising out of acts or omissions of
[HOLDCO/NEWCO] occurring, on or prior to a date five (5) business days after
such notice is received by Clearwire; (b) any extensions, renewals, or
modifications of such Obligations; and (c) any additional fees and expenses
incurred by Clearwire (including attorneys' fees and costs) in seeking to
enforce or collect such Obligations. Guarantor agrees that this Guaranty shall
continue to be effective or shall be reinstated as the case may be if at any
time any payment to Clearwire of any of the Obligations is rescinded or must be
restored or returned by Clearwire upon the insolvency, bankruptcy or
reorganization of [HOLDCO/NEWCO] all as though such payment had not been made.
In the event this Guaranty is preceded or followed by any other agreement of
suretyship or guaranty by Guarantor or others, all shall be deemed to be
cumulative, and the obligations of Guarantor hereunder shall be in addition to
those stated in any other suretyship or guaranty agreement.

7. WAIVER OF SUBROGATION. Guarantor hereby irrevocably waives all
claims it has or may acquire against [HOLDCO/NEWCO] in respect of the
Obligations, including rights of exoneration, reimbursement and subrogation.
Guarantor agrees to indemnify Clearwire, and hold it harmless from and against
all loss and expense, including reasonable attorneys' fees and disbursements,
suffered or incurred by Clearwire as a result of claims to avoid any payment
received by Clearwire from [HOLDCO/NEWCO], or for their account or from
collateral, with respect to the Obligations of [HOLDCO/NEWCO] guarantied herein.

8. [OPTION 2 (TO BE USED IF GUARANTOR IS HOLDCO): GUARANTOR'S
ADDITIONAL COVENANTS. Guarantor at all times shall remain a Single Purpose
Entity and shall issue no additional shares until after the Obligations have
been repaid in full or otherwise fully satisfied and the Loan Facility Agreement
has terminated.]


PAGE 4 - GUARANTY AGREEMENT



<PAGE>


9. FEES AND EXPENSES; DEFAULT INTEREST. Guarantor agrees to pay
Clearwire upon demand all reasonable fees and expenses, including, without
limitation, reasonable attorneys' fees and disbursements incurred by Clearwire
(a) in all efforts made to enforce payment of any of the Obligations or of
Guarantor's obligations under this Guaranty, or (b) in connection with the
entering into, modification, amendment, administration and enforcement of the
Obligations or of Guarantor's obligations under this Guaranty, or (c) in any
dispute relating to the interpretation, enforcement or performance of the
Obligations or this Guaranty, in any event whether through judicial proceedings,
including bankruptcy, or otherwise. All such fees and expenses shall bear
interest from the date incurred until paid at the Default Rate (as such term is
defined in the Loan Facility Agreement).

10. NO RELIANCE. Guarantor represents and warrants to Clearwire that in
making this Guaranty, it is not relying upon Clearwire's obtaining any guaranty
agreements (other than this Guaranty) or any collateral pledged or assigned to
secure repayment of the Obligations. Guarantor specifically acknowledges that
Clearwire's obtaining any such guaranty agreements or collateral is not a
condition to the enforcement of this Guaranty. If Clearwire should
simultaneously or hereafter elect to attempt to take additional guaranty
agreements or collateral to secure repayment of the Obligations and if
Clearwire's efforts to do so should fail in any respect including, without
limitation, a determination that the agreement purporting to provide such
additional guaranty or security interest is invalid or unenforceable for any
reason, this Guaranty shall, nonetheless, remain in full force and effect.

11. CLEARWIRE'S REMEDIES. No delay in making demand on Guarantor for
satisfaction of the obligations of Guarantor hereunder shall prejudice
Clearwire's right to enforce such satisfaction. All of Clearwire's rights and
remedies shall be cumulative, and any failure of Clearwire to exercise any right
hereunder shall not be construed as a waiver of the right to exercise the same
or any other right at any time and from time to time hereafter. In the event
Clearwire, in its sole discretion, elects to give notice of any action with
respect to the sale of collateral, if any, securing the Obligations or any part
thereof, Guarantor agrees that a period of seven (7) days from the time the
notice is sent shall be deemed a reasonable period of notification of any
matters contained in such notice.

12. FINANCIAL INFORMATION. Guarantor agrees to provide Clearwire with
such financial information of Guarantor as Clearwire shall request from time to
time (including without limitation year-end tax returns [OPTION (TO BE USED IF
GUARANTOR IS HOLDCO) AND UPDATED FINANCIAL STATEMENTS] and authorizes Clearwire
to obtain credit information about Guarantor through any credit reporting
company or any other means.

13. SURVIVAL OF COVENANTS. All covenants, agreements, representations
and warranties made by Guarantor hereunder shall survive the execution and
delivery of this Guaranty, the Loan Facility hereunder and the termination
hereof.

14. SEVERABILITY. The unenforceability or invalidity of any provision
or provisions of this Guaranty shall not render any other provision or
provisions hereof or thereof unenforceable or invalid.


PAGE 5 - GUARANTY AGREEMENT



<PAGE>


15. ASSIGNMENT. This Guaranty shall be binding upon and shall inure to
the benefit of the parties and their respective successors and permitted
assigns. This Guaranty may not be assigned by Guarantor. Clearwire may transfer
or assign this Guaranty to any of its affiliates.

16. GOVERNING LAW. This Guaranty shall be governed by, and construed in
accordance with, the internal laws of the State of Washington, without reference
to the choice of law principles thereof. GUARANTOR IRREVOCABLY AGREES THAT,
SUBJECT TO CLEARWIRE'S SOLE AND ABSOLUTE DISCRETION, ALL ACTIONS OR PROCEEDINGS
IN ANY WAY ARISING OUT OF OR RELATED TO THIS GUARANTY SHALL BE LITIGATED IN
COURTS HAVING SITUS WITHIN THE COUNTY OF KING, STATE OF WASHINGTON. GUARANTOR
HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL
COURT LOCATED WITHIN SUCH COUNTY AND STATE. GUARANTOR HEREBY WAIVES ANY RIGHT IT
MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION BROUGHT AGAINST
GUARANTOR BY CLEARWIRE IN ACCORDANCE WITH THIS SECTION.

17. WAIVER OF JURY TRIAL. GUARANTOR AND CLEARWIRE HEREBY KNOWINGLY,
VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY GUARANTOR AND
CLEARWIRE MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN
CONNECTION WITH THIS GUARANTY OR THE TRANSACTIONS RELATED HERETO. GUARANTOR
REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF CLEARWIRE HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT CLEARWIRE WILL NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. GUARANTOR ACKNOWLEDGES THAT
CLEARWIRE HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS,
THE PROVISIONS OF THIS SECTION.

18. ACKNOWLEDGMENT OF NOTICE. Guarantor acknowledges receiving the
following notice:

ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY,
EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT
ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

IN WITNESS WHEREOF Guarantor has executed and delivered this Guaranty
as of the date first above written.

GUARANTOR: [OPTION 1: HISPANIC INFORMATION &
TELECOMMUNICATIONS NETWORK, INC., a
New York not-for-profit corporation]

[OPTION 2: HITN SPECTRUM, LLC, a
Delaware limited liability company]

By
-----------------------------------
Its
-------------------------------


PAGE 6 - GUARANTY AGREEMENT

<PAGE>


PLEDGE AGREEMENT


THIS PLEDGE AGREEMENT (this "Agreement" is made as of
the_________________________________day of __________________, 20__, between
[OPTION 1: HISPANIC INFORMATION AND TELECOMMUNICATIONS NETWORK, INC., a New York
not-for-profit corporation/ [OPTION 2: HITN SPECTRUM, LLC, a Delaware limited
liability company] (the "Pledgor"), and CLEARWIRE CORPORATION, a Delaware
corporation (the "Pledgee").

RECITALS

A. The Pledgor and the Pledgee are parties to that certain Spectrum
Access and Loan Facility Agreement dated May________________, 2005, herewith (as
amended, restated, modified, renewed, supplemented or extended from time to
time, the "Loan Facility Agreement").


B. [OPTION 1 (TO BE USED IF PLEDGOR IS HITN): It is a material
condition precedent to the Pledgee's obligation to make an Advance under the
Loan Facility Agreement to HITN Spectrum, LLC ("Holdco"), a Delaware limited
liability company, that the Pledgor enter into this Agreement and grant to the
Pledgee the security interests hereinafter provided to secure the obligations of
the Pledgor described below.

C. Pledgor is the sole member of Holdco and the proceeds of each
Advance to be made by the Pledgee to Holdco under the Loan Facility Agreement
will result in a direct or indirect material economic benefit to Pledgor.]

B. [OPTION 2 (TO BE USED IF PLEDGOR IS HOLDCO): It is a material
condition precedent to the Pledgee's obligation to make an Advance under the
Loan Facility Agreement to [_____________________________ __________________], a
Delaware limited liability company ("Newco") that the Pledgor enter into this
Agreement and grant to the Pledgee the security interests hereinafter provided
to secure the obligations of the Pledgor described below.


C. Pledgor is the sole member of Newco and the proceeds of each Advance
to be made by the Pledgee to Newco under the Loan Facility Agreement will result
in a direct or indirect material economic benefit to Pledgor.]



NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration receipt of which is hereby acknowledged, the Pledgor
hereby agrees as follows:

AGREEMENT

1. DEFINITIONS; INTERPRETATION.

(a) TERMS DEFINED IN LOAN FACILITY AGREEMENT. Capitalized
terms not otherwise defined herein shall have the meanings given in the Loan
Facility Agreement.

(b) CERTAIN DEFINED TERMS. As used in this Agreement, the
following terms have the following meanings:



PAGE 1 - EXHIBIT 1.36 - PLEDGE AGREEMENT


<PAGE>



EXHIBIT 1.36

"Change in Control" means a direct or indirect, de jure or de facto
change in the control (as these terms and concepts are defined and interpreted
under the Communications Act of 1934, as amended, and/or the rules and decisions
of the FCC) of any entity holding licenses issued by the FCC.

"FCC" means Federal Communications Commission.

"Governmental Authority" means the government of the United States or
any state or any foreign country or any political subdivision of any thereof or
any branch, department, agency, instrumentality, court, tribunal or regulatory
authority which constitutes a part or exercises any sovereign power of any of
the foregoing.

"Lien" means, for any person, any security interest, pledge, mortgage,
charge, assignment, hypothecation, encumbrance, attachment, garnishment,
execution or other voluntary or involuntary lien upon or affecting the revenues
of such person or any real or personal property in which such person has or
hereafter acquires any interest.

"Operating Agreement" means the Operating Agreement of [HOLDCO/NEWCO]
as amended from time to time.

"Pledged Membership Interests" means all of the Pledgor's membership
interests in [HOLDCO/NEWCO].

"Pledged Collateral" has the meaning specified in Section 2.

"Secured Obligations" means, collectively:

(i) all debts, liabilities, obligations, covenants and duties
of the Pledgor and [HOLDCO/NEWCO] owing to the Pledgee now or hereafter
existing, whether joint or several, direct or indirect, absolute or
contingent or due or to become due, arising under or in connection with
the Loan Facility Agreement or any Guaranty or any other Loan Document
to which it is a party or any of the transactions contemplated thereby
and including, without limitation, any interest thereon;

(ii) all debts, liabilities, obligations, covenants and duties
of the Pledgor to pay or reimburse the Pledgee or any affiliate of the
Pledgee for all reasonable expenses including, without limitation,
reasonable attorneys' fees (including allocated charges of internal
legal counsel), incurred by the Pledgee or any affiliate of the Pledgee
in connection with the enforcement, attempted enforcement, or
preservation of any rights or remedies under any of the documents,
instruments and agreements referred to in clause (i) above, including,
without limitation, all such costs and expenses incurred during any
"workout" or restructuring in respect of the credit extended under the
Loan Facility Agreement and during any legal proceeding, including,
without limitation, any proceeding under any applicable bankruptcy,
insolvency or other similar debtor relief laws;

(iii) all debts, liabilities, obligations, covenants and
duties of [HOLDCO/NEWCO] owing to the Pledgee now or hereafter
existing, whether joint or several, direct or indirect,



PAGE 2 - EXHIBIT 1.36 - PLEDGE AGREEMENT



<PAGE>
EXHIBIT 1.36


absolute or contingent or due or to become due, arising under or in
connection with the Use Agreements, including, without limitation, any
interest thereon;


(iv) all debts, liabilities, obligations, covenants and duties
of [HOLDCO/NEWCO] to pay or reimburse the Pledgee or any affiliate of
the Pledgee for all expenses including, without limitation, attorneys'
fees (including allocated charges of internal legal counsel), incurred
by the Pledgee or any affiliate of the Pledgee in connection with the
enforcement, attempted enforcement, or preservation of any rights or
remedies under any of the documents, instruments and agreements
referred to in clause (iii) above, including, without limitation, all
such costs and expenses incurred during any "workout" or restructuring
in respect of any lease under the Use Agreements and during any legal
proceeding, including, without limitation, any proceeding under any
applicable bankruptcy, insolvency or other similar debtor relief laws;
and

(v) all interest and fees on any of the foregoing, whether
accruing prior to or after the commencement by or against the Pledgor
of any proceeding under any applicable bankruptcy, insolvency or other
similar debtor relief laws naming the Pledgor as the debtor in such
proceeding, regardless of whether such interest and fees are allowed
claims in such proceeding.

"UCC" means the Uniform Commercial Code as the same may, from
time to time, be in effect in the State of Washington; provided, however, in the
event that any Pledged Collateral is governed by the Uniform Commercial Code as
in effect in a jurisdiction other than the State of Washington, the term "UCC"
shall mean the Uniform Commercial Code as in effect in such other jurisdiction
for purposes of the provisions hereof as they relate to such Pledged Collateral.



(c) TERMS DEFINED IN UCC. Terms used in this Agreement that
are defined in the UCC have the meanings given to them in the UCC.



2. PLEDGE. As security for the payment or performance, as the case may
be, in full of the Secured Obligations, the Pledgor hereby pledges, assigns,
transfers, hypothecates and sets over to the Pledgee, its successors and
assigns, and grants to the Pledgee, its successors and assigns, a security
interest in all of the Pledgor's right, title and interest in, to and under the
following, whether now existing or owned or hereafter acquired or arising
(collectively, the "Pledged Collateral"):

(a) PLEDGED MEMBERSHIP INTERESTS. All of the Pledged
Membership Interests;

(b) ADDITIONAL INTERESTS, ETC. (i) All certificates,
instruments or other writings representing or evidencing the Pledged Membership
Interests; (ii) all warrants, options and other rights entitling the Pledgor to
acquire any interest in any Pledged Membership Interests, and (iii) all
dividends, cash, instruments and other property from time to time received,
receivable or otherwise distributed or distributable in respect of or in
exchange for any or all of the Pledged Membership Interests; and

(c) PROCEEDS. All cash and non-cash proceeds of the foregoing,
however and whenever acquired and in whatever form.


PAGE 3 - EXHIBIT 1.36 - PLEDGE AGREEMENT



<PAGE>



EXHIBIT 1.36


3. DELIVERY OF THE PLEDGED COLLATERAL; CONTINUING SECURITY INTEREST.
The Pledgor hereby agrees that:

(a) DELIVERY OF CERTIFICATES. The Pledgor shall deliver to the
Pledgee simultaneously with or prior to the execution and delivery of this
Agreement, all certificates, instruments or other writings representing or
evidencing Pledged Membership Interests. All such certificates shall be
delivered in suitable form for transfer by delivery or shall be accompanied by
duly executed instruments of transfer or assignment satisfactory to the Pledgee.

(b) ADDITIONAL PLEDGED COLLATERAL. If the Pledgor shall
receive by virtue of its being or having been the owner of any Pledged
Collateral, any (i) certificate, including any certificate representing a
dividend or distribution in connection with any increase or reduction of
capital, reclassification, merger, consolidation, sale of assets, combination of
shares or membership or equity interests, stock splits, spin-off or split-off,
promissory notes or other instrument; (ii) warrant, option or other right,
whether as an addition to, substitution for, or an exchange for, any Pledged
Collateral or otherwise; (iii) dividends payable in securities; or (iv)
distributions of securities or other equity interests in connection with a
partial or total liquidation, dissolution or reduction of capital, capital
surplus or paid-in surplus, then the Pledgor shall forthwith deliver all of the
foregoing to the Pledgee to hold as Pledged Collateral and shall, if received by
the Pledgor, be received in trust for the benefit of the Pledgee, be segregated
from the other property or funds of the Pledgor, and be forthwith delivered to
the Pledgee as Pledged Collateral in the same form as so received, together with
duly executed instruments of transfer or assignment satisfactory to the Pledgee,
as further collateral security for the Secured Obligations.

(c) CONTINUING SECURITY INTEREST. The Pledgor acknowledges and
agrees that the security interest of the Pledgee in the Pledged Collateral
constitutes continuing collateral security for all of the Secured Obligations.


4. FINANCING STATEMENTS. The Pledgor hereby irrevocably authorizes the
Pledgee at any time and from time to time to file in any relevant jurisdiction
any initial financing statements and amendments thereto that contain the
information required by Article 9 of the UCC of each applicable jurisdiction for
the filing of any financing statement or amendment in order to perfect and
protect the security interest of the Pledgee in the Pledged Collateral.

5. PLEDGOR'S CONSENT. The Pledgor hereby consents to all terms and
condition of agreements heretofore or hereafter made between the Pledgee and
[HOLDCO/NEWCO] (including without limitation the Loan Facility Agreement and the
other Loan Documents) and further consents that the Pledgee may without further
consent or disclosure and without affecting or releasing the obligations of the
Pledgor hereunder: (a) surrender, exchange, release, assign, or sell any
collateral or waive, release, assign, sell, or subordinate any security
interest, in whole or in part; (b) waive or delay the exercise of any rights or
remedies of the Pledgee against [HOLDCO/NEWCO]; (c) waive or delay the exercise
of any rights or remedies of the Pledgee against any surety or guarantor
(including, without limitation, rights or remedies of the Pledgee against the
Pledgor under this Agreement); (d) waive or delay the exercise of any rights or
remedies of the Pledgee in respect of any collateral or security interest now or
hereafter held; (e) release any surety or guarantor; (f) renew, extend, waive or
modify the terms of any Secured Obligation or the obligations of any surety or
guarantor, or any instrument or agreement evidencing the same;


PAGE 4 - EXHIBIT 1.36- PLEDGE AGREEMENT



<PAGE>



EXHIBIT 1.36


(g) renew, extend, waive or modify the terms of any Loan Document or any other
security agreement, pledge, assignment, deed of trust, mortgage or other
security document; (h) apply payments received from [HOLDCO/NEWCO] or any surety
or guarantor or from any collateral, to any indebtedness, liability, or
obligations of [HOLDCO/NEWCO] or such sureties or guarantors whether or not a
Secured Obligation hereunder; and (i) realize on any security interest,
judicially or nonjudicially, with or without preservation of a deficiency
judgment.

6. PLEDGOR'S WAIVER. The Pledgor waives any action on delinquency in
respect of the Secured Obligations or any part thereof [(FOLLOWING TO BE USED IF
PLEDGOR IS HITN), SUBJECT TO THE LIMITATIONS IN SECTION 8.4 OF THE LOAN FACILITY
AGREEMENT] [REMAINDER OF THE SENTENCE TO BE USED IF PLEDGOR IS HOLDCO],
including any requirement, substantive or procedural, that (a) the Pledgee
pursue any foreclosure action, realize or attempt to realize on any security or
preserve or enforce any deficiency claim against Newco, the Pledgor, surety or
any other person or party after any realization; (b) a judgment first be sought
or rendered against Newco, the Pledgor, surety, or any other person or party;
(c) Newco, the Pledgor, any surety or any other person or party be joined in any
action; or (d) a separate action be brought against Newco under the Loan
Facility Agreement or any other Loan Document. The Pledgor waives and releases
all right to require marshaling of assets and liabilities or sale in inverse
order of alienation of any security for the Secured Obligations. The Pledgor
further waives notice of (a) the Pledgee's acceptance of this Agreement or its
intention to act or its actions in reliance hereon; (b) the present existence or
future incurring of any Secured Obligations or any terms or amounts thereof or
any change therein; (c) any default by [HOLDCO/NEWCO] or any surety or
guarantor; (d) the obtaining of any guaranty or surety agreement; (e) the
obtaining of any pledge, assignment or other security for any Secured
Obligations (including this Agreement); (f) the release of any surety or
guarantor; (g) the release of any collateral; (h) any change in [HOLDCO/NEWCO]'s
business or financial condition; (i) any renewal, extension or modification of
the terms of any Secured Obligation or of the obligations or liabilities of any
surety or guarantor or any instruments or agreements evidencing the same; (j)
any acts or omissions of the Pledgee consented to in Section 5 hereof; and (k)
any other demands or notices whatsoever with respect to the Secured Obligations
or this Agreement. The Pledgor further waives notice of presentment, demand,
protest, notice of nonpayment and notice of protest in relation to any
instrument or agreement evidencing any Secured Obligation.


7. PLEDGOR'S KNOWLEDGE OF [HOLDCO/NEWCO]'S ECONOMIC CONDITIONS. The
Pledgor represents and warrants to the Pledgee that it has reviewed such
documents and other information as it has deemed appropriate in order to permit
it to be fully apprised of [HOLDCO/NEWCO]'s financial condition and operations
and has, in entering into this Agreement made its own credit analysis
independently and without reliance upon any information communicated to it by
the Pledgee. The Pledgor covenants for the benefit of the Pledgee to remain
apprised of all material economic or