Delaware
Delaware
|
| |
20-0836269
91-1983600
|
(State or other jurisdiction of
incorporation or organization)
|
| |
(I.R.S. Employer
Identification Number)
|
Large accelerated filer
|
| |
☒
|
| |
Accelerated filer
|
| |
☐
|
Non-accelerated filer
|
| |
☐
|
| |
Smaller reporting company
|
| |
☐
|
|
| |
|
| |
Emerging growth company
|
| |
☐
|
Title of each class of securities to be registered
|
| |
Amount to be registered(1)(2)
|
| |
Proposed maximum
offering price per
unit(1)(2)(3)
|
| |
Proposed maximum
aggregate offering
price(1)(2)(3)
|
| |
Amount of
registration fee(3)
|
Primary Offering:
|
| |
|
| |
|
| |
|
| |
|
Debt Securities of T-Mobile USA, Inc.
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Guarantee(s) of Debt Securities of T-Mobile USA, Inc.(4)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Secondary Offering:
|
| |
|
| |
|
| |
|
| |
|
4.000% Senior Notes due 2022-1 of T-Mobile USA, Inc.
|
| |
$1,000,000,000(5)
|
| |
—
|
| |
—
|
| |
—
|
4.500% Senior Notes due 2026-1 of T-Mobile USA, Inc.
|
| |
$1,000,000,000(5)
|
| |
—
|
| |
—
|
| |
—
|
5.375% Senior Notes due 2027-1 of T-Mobile USA, Inc.
|
| |
$1,250,000,000(5)
|
| |
—
|
| |
—
|
| |
—
|
4.750% Senior Notes due 2028-1 of T-Mobile USA, Inc.
|
| |
$1,500,000,000(5)
|
| |
—
|
| |
—
|
| |
—
|
Guarantees of notes of T-Mobile USA, Inc.
|
| |
(6)
|
| |
—
|
| |
—
|
| |
—
|
(1)
|
Not applicable pursuant to General Instruction II(E) of Form S-3.
|
(2)
|
An indeterminate amount of securities to be offered at indeterminate prices is being registered pursuant to this registration statement.
|
(3)
|
In accordance with Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment of the registration fee.
|
(4)
|
The Registrant and the Co-Registrants listed below, or any of them, may fully and unconditionally guarantee any series of debt securities registered hereunder. Pursuant to Rule 457(n), no separate filing fee is required for the guarantees.
|
(5)
|
Represents the aggregate principal amount of the notes issued by T-Mobile USA, Inc., a wholly-owned subsidiary of T-Mobile US, Inc.
|
(6)
|
The notes of T-Mobile USA, Inc. are guaranteed by T-Mobile US, Inc. and the Co-Registrants listed below. Pursuant to Rule 457(n), no separate filing fee is required for the guarantees.
|
Exact name of registrant as specified in its charter(1)
|
| |
State or other jurisdiction of
incorporation or
organization
|
| |
I.R.S. Employer
Identification Number
|
Alda Wireless Holdings, LLC
|
| |
Delaware
|
| |
48-1165243
|
American Telecasting Development, LLC
|
| |
Delaware
|
| |
84-1265444
|
American Telecasting of Anchorage, LLC
|
| |
Delaware
|
| |
84-1262010
|
American Telecasting of Columbus, LLC
|
| |
Delaware
|
| |
84-1262011
|
American Telecasting of Denver, LLC
|
| |
Delaware
|
| |
84-1261970
|
American Telecasting of Fort Myers, LLC
|
| |
Delaware
|
| |
59-3062505
|
American Telecasting of Ft. Collins, LLC
|
| |
Delaware
|
| |
84-1261954
|
American Telecasting of Green Bay, LLC
|
| |
Delaware
|
| |
84-1266405
|
American Telecasting of Lansing, LLC
|
| |
Delaware
|
| |
84-1261958
|
American Telecasting of Lincoln, LLC
|
| |
Delaware
|
| |
84-1261960
|
American Telecasting of Little Rock, LLC
|
| |
Delaware
|
| |
84-1261961
|
American Telecasting of Louisville, LLC
|
| |
Delaware
|
| |
84-1261962
|
American Telecasting of Medford, LLC
|
| |
Delaware
|
| |
84-1295907
|
American Telecasting of Michiana, LLC
|
| |
Delaware
|
| |
84-1261952
|
American Telecasting of Monterey, LLC
|
| |
Delaware
|
| |
84-1266408
|
American Telecasting of Redding, LLC
|
| |
Delaware
|
| |
84-1295911
|
American Telecasting of Santa Barbara, LLC
|
| |
Delaware
|
| |
84-1261969
|
American Telecasting of Seattle, LLC
|
| |
Delaware
|
| |
54-1540851
|
American Telecasting of Sheridan, LLC
|
| |
Delaware
|
| |
84-1295909
|
American Telecasting of Yuba City, LLC
|
| |
Delaware
|
| |
84-1295906
|
APC Realty and Equipment Company, LLC
|
| |
Delaware
|
| |
52-2013278
|
Assurance Wireless of South Carolina, LLC
|
| |
Delaware
|
| |
Not applicable
|
Assurance Wireless USA, L.P.
|
| |
Delaware
|
| |
94-3410099
|
ATI Sub, LLC
|
| |
Delaware
|
| |
26-2670017
|
Boost Worldwide, LLC
|
| |
Delaware
|
| |
74-3027523
|
Broadcast Cable, LLC
|
| |
Delaware
|
| |
35-1751776
|
Clear Wireless LLC
|
| |
Nevada
|
| |
26-3821888
|
Clearwire Communications LLC
|
| |
Delaware
|
| |
26-3783012
|
Clearwire Hawaii Partners Spectrum, LLC
|
| |
Nevada
|
| |
Not applicable
|
Clearwire IP Holdings LLC
|
| |
New York
|
| |
Not applicable
|
Clearwire Legacy LLC
|
| |
Delaware
|
| |
26-3791581
|
Clearwire Spectrum Holdings II LLC
|
| |
Nevada
|
| |
Not applicable
|
Clearwire Spectrum Holdings III LLC
|
| |
Nevada
|
| |
Not applicable
|
Clearwire Spectrum Holdings LLC
|
| |
Nevada
|
| |
Not applicable
|
Clearwire XOHM LLC
|
| |
Delaware
|
| |
26-3791783
|
Fixed Wireless Holdings, LLC
|
| |
Delaware
|
| |
75-3120884
|
Fresno MMDS Associates, LLC
|
| |
Delaware
|
| |
Not applicable
|
IBSV LLC
|
| |
Delaware
|
| |
91-2116910
|
Independent Wireless One Leased Realty Corporation
|
| |
Delaware
|
| |
16-1583547
|
Kennewick Licensing, LLC
|
| |
Delaware
|
| |
36-4165282
|
Layer3 TV, Inc.
|
| |
Delaware
|
| |
46-3757801
|
L3TV Chicagoland Cable System, LLC
|
| |
Delaware
|
| |
32-0513278
|
L3TV Colorado Cable System, LLC
|
| |
Delaware
|
| |
30-0960088
|
L3TV Dallas Cable System, LLC
|
| |
Delaware
|
| |
61-1811814
|
L3TV DC Cable System, LLC
|
| |
Delaware
|
| |
36-4854339
|
Exact name of registrant as specified in its charter(1)
|
| |
State or other jurisdiction of
incorporation or
organization
|
| |
I.R.S. Employer
Identification Number
|
L3TV Detroit Cable System, LLC
|
| |
Delaware
|
| |
36-4906175
|
L3TV Los Angeles Cable System, LLC
|
| |
Delaware
|
| |
37-1852327
|
L3TV Minneapolis Cable System, LLC
|
| |
Delaware
|
| |
32-0590383
|
L3TV New York Cable System, LLC
|
| |
Delaware
|
| |
61-1854933
|
L3TV Philadelphia Cable System, LLC
|
| |
Delaware
|
| |
37-1906122
|
L3TV San Francisco Cable System, LLC
|
| |
Delaware
|
| |
32-0575200
|
L3TV Seattle Cable System, LLC
|
| |
Delaware
|
| |
36-4919336
|
MetroPCS California, LLC
|
| |
Delaware
|
| |
68-0618381
|
MetroPCS Florida, LLC
|
| |
Delaware
|
| |
68-0618383
|
MetroPCS Georgia, LLC
|
| |
Delaware
|
| |
68-0618386
|
MetroPCS Massachusetts, LLC
|
| |
Delaware
|
| |
20-8303630
|
MetroPCS Michigan, LLC
|
| |
Delaware
|
| |
20-2509038
|
MetroPCS Networks California, LLC
|
| |
Delaware
|
| |
20-4956821
|
MetroPCS Networks Florida, LLC
|
| |
Delaware
|
| |
20-4957100
|
MetroPCS Nevada, LLC
|
| |
Delaware
|
| |
20-8303430
|
MetroPCS New York, LLC
|
| |
Delaware
|
| |
20-8303519
|
MetroPCS Pennsylvania, LLC
|
| |
Delaware
|
| |
20-8303570
|
MetroPCS Texas, LLC
|
| |
Delaware
|
| |
20-2508993
|
MinorCo, LLC
|
| |
Delaware
|
| |
48-1165243
|
Nextel Communications of the Mid-Atlantic, Inc.
|
| |
Delaware
|
| |
52-1653244
|
Nextel of New York, Inc.
|
| |
Delaware
|
| |
22-3130302
|
Nextel Retail Stores, LLC
|
| |
Delaware
|
| |
54-2021574
|
Nextel South Corp.
|
| |
Georgia
|
| |
58-2038468
|
Nextel Systems, LLC
|
| |
Delaware
|
| |
54-1878330
|
Nextel West Corp.
|
| |
Delaware
|
| |
84-1116272
|
NSAC, LLC
|
| |
Delaware
|
| |
54-1879079
|
PCTV Gold II, LLC
|
| |
Delaware
|
| |
06-1419676
|
PCTV Sub, LLC
|
| |
Delaware
|
| |
26-2671511
|
People’s Choice TV of Houston, LLC
|
| |
Delaware
|
| |
74-2629878
|
People’s Choice TV of St. Louis, LLC
|
| |
Delaware
|
| |
43-1654858
|
PRWireless PR, LLC
|
| |
Delaware
|
| |
20-5942061
|
PushSpring, Inc.
|
| |
Delaware
|
| |
46-2545203
|
SFE 1, LLC
|
| |
Delaware
|
| |
46-5109647
|
SFE 2, LLC
|
| |
Delaware
|
| |
46-5109902
|
SIHI New Zealand Holdco, Inc.
|
| |
Kansas
|
| |
73-1651896
|
SN Holdings (BR I) LLC
|
| |
Delaware
|
| |
Not applicable
|
SpeedChoice of Detroit, LLC
|
| |
Delaware
|
| |
06-1419673
|
SpeedChoice of Phoenix, LLC
|
| |
Delaware
|
| |
86-0771395
|
Sprint (Bay Area), LLC
|
| |
Delaware
|
| |
59-3155549
|
Sprint Capital Corporation
|
| |
Delaware
|
| |
48-1132866
|
Sprint Communications Company L.P.
|
| |
Delaware
|
| |
43-1408007
|
Sprint Communications Company of New Hampshire, Inc.
|
| |
New Hampshire
|
| |
43-1532102
|
Sprint Communications Company of Virginia, Inc.
|
| |
Virginia
|
| |
75-2019023
|
Sprint Communications, Inc.
|
| |
Kansas
|
| |
48-0457967
|
Sprint Connect LLC
|
| |
Delaware
|
| |
Not applicable
|
Sprint Corporation
|
| |
Delaware
|
| |
46-1170005
|
Sprint Corporation
|
| |
Kansas
|
| |
20-3883706
|
Sprint Corporation
|
| |
Missouri
|
| |
43-1107665
|
Sprint eBusiness, Inc.
|
| |
Kansas
|
| |
48-1219671
|
Exact name of registrant as specified in its charter(1)
|
| |
State or other jurisdiction of
incorporation or
organization
|
| |
I.R.S. Employer
Identification Number
|
Sprint Enterprise Mobility, LLC
|
| |
Delaware
|
| |
20-3806042
|
Sprint Enterprise Network Services, Inc.
|
| |
Kansas
|
| |
74-2845682
|
Sprint eWireless, Inc.
|
| |
Kansas
|
| |
48-1238831
|
Sprint International Communications Corporation
|
| |
Delaware
|
| |
04-2509782
|
Sprint International Holding, Inc.
|
| |
Kansas
|
| |
74-2808272
|
Sprint International Incorporated
|
| |
Delaware
|
| |
13-3020365
|
Sprint International Network Company LLC
|
| |
Delaware
|
| |
Not applicable
|
Sprint PCS Assets, L.L.C.
|
| |
Delaware
|
| |
33-0783958
|
Sprint Solutions, Inc.
|
| |
Delaware
|
| |
47-0882463
|
Sprint Spectrum Holding Company, LLC
|
| |
Delaware
|
| |
48-1165242
|
Sprint Spectrum L.P.
|
| |
Delaware
|
| |
48-1165245
|
Sprint Spectrum Realty Company, LLC
|
| |
Delaware
|
| |
43-1746021
|
Sprint/United Management Company
|
| |
Kansas
|
| |
48-1077227
|
SprintCom, Inc.
|
| |
Kansas
|
| |
48-1187511
|
SWV Six, Inc.
|
| |
Colorado
|
| |
84-1286920
|
T-Mobile Central LLC
|
| |
Delaware
|
| |
91-1973799
|
T-Mobile Financial LLC
|
| |
Delaware
|
| |
47-1324347
|
T-Mobile Leasing LLC
|
| |
Delaware
|
| |
47-5079638
|
T-Mobile License LLC
|
| |
Delaware
|
| |
91-1917328
|
T-Mobile Northeast LLC
|
| |
Delaware
|
| |
52-2069434
|
T-Mobile PCS Holdings LLC
|
| |
Delaware
|
| |
91-2159335
|
T-Mobile Puerto Rico Holdings LLC
|
| |
Delaware
|
| |
20-2209577
|
T-Mobile Puerto Rico LLC
|
| |
Delaware
|
| |
66-0649631
|
T-Mobile Resources Corporation
|
| |
Delaware
|
| |
91-1909782
|
T-Mobile South LLC
|
| |
Delaware
|
| |
20-3945483
|
T-Mobile Subsidiary IV LLC
|
| |
Delaware
|
| |
91-2116909
|
T-Mobile West LLC
|
| |
Delaware
|
| |
36-4027581
|
TDI Acquisition Sub, LLC
|
| |
Delaware
|
| |
26-2671363
|
Theory Mobile, Inc.
|
| |
Delaware
|
| |
81-2501674
|
Transworld Telecom II, LLC
|
| |
Delaware
|
| |
26-2670333
|
US Telecom, Inc.
|
| |
Kansas
|
| |
48-0934012
|
USST of Texas, Inc.
|
| |
Texas
|
| |
43-1499027
|
Utelcom LLC
|
| |
Kansas
|
| |
48-0940607
|
Virgin Mobile USA – Evolution, LLC
|
| |
Delaware
|
| |
81-2831078
|
VMU GP, LLC
|
| |
Delaware
|
| |
Not applicable
|
WBS of America, LLC
|
| |
Delaware
|
| |
26-2671254
|
WBS of Sacramento, LLC
|
| |
Delaware
|
| |
36-3939511
|
WBSY Licensing, LLC
|
| |
Delaware
|
| |
36-4046585
|
WCOF, LLC
|
| |
Delaware
|
| |
26-2436251
|
Wireless Broadband Services of America, L.L.C.
|
| |
Delaware
|
| |
36-4196556
|
Wireline Leasing Co., Inc.
|
| |
Delaware
|
| |
26-3945313
|
(1)
|
The address of each registrant is 12920 SE 38th Street, Bellevue, Washington 98006, and the telephone number is (425) 378-4000.
|
•
|
The first prospectus relates to the offer and sale, from time to time, by T-Mobile USA, Inc., a wholly-owned subsidiary of T-Mobile US, Inc., of its debt securities (and any related guarantees by T-Mobile US, Inc. and the Co-Registrants listed in the Table of Additional Registrants in the registration statement on Form S-3 of which this prospectus forms a part).
|
•
|
The second prospectus relates to the resale of outstanding notes of T-Mobile USA, Inc. by Deutsche Telekom AG, including 4.000% Senior Notes due 2022-1 in an aggregate principal amount of up to $1,000,000,000, 4.500% Senior Notes due 2026-1 in an aggregate principal amount of up to $1,000,000,000, 5.375% Senior Notes due 2027-1 in an aggregate principal amount of up to $1,250,000,000 and 4.750% Senior Notes due 2028-1 in an aggregate principal amount of up to $1,500,000,000.
|
•
|
failure to realize the expected benefits and synergies of the merger with Sprint Corporation (“Sprint”), pursuant to the Business Combination Agreement with Sprint and the other parties named therein (as amended, the “Business Combination Agreement”) and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”) in the expected timeframes, in part or at all;
|
•
|
adverse economic, political or market conditions in the U.S. and international markets, including those caused by the COVID-19 pandemic, and the impact that any of the foregoing may have on us and our customers and other stakeholders;
|
•
|
costs of or difficulties in integrating Sprint’s network and operations into our network and operations, including intellectual property and communications systems, administrative and information technology infrastructure and accounting, financial reporting and internal control systems;
|
•
|
changes in key customers, suppliers, employees or other business relationships as a result of the consummation of the Transactions;
|
•
|
the risk that our business, investor confidence in our financial results and stock price may be adversely affected if our internal controls are not effective;
|
•
|
the risk of future material weaknesses resulting from the differences between T-Mobile’s and Sprint’s internal controls environments as we work to integrate and align policies and practices;
|
•
|
the impacts of the actions we have taken and conditions we have agreed to in connection with the regulatory proceedings and approvals of the Transactions including the disposition of Sprint’s prepaid wireless business (other than certain excluded assets) and certain related liabilities to DISH Network Corporation (the “Prepaid Transaction”) on July 1, 2020, the complaint and proposed final judgment agreed to by us, Deutsche Telekom AG, Sprint, SoftBank Group Corp. and DISH Network Corporation (“DISH”) with the U.S. District Court for the District of Columbia, which was approved by the Court on April 1, 2020, the proposed commitments filed with the Secretary of the FCC, which we announced on May 20, 2019, certain national security commitments and undertakings, and any other commitments or undertakings entered into, including but not limited to those we have made to certain states and nongovernmental organizations;
|
•
|
the ongoing commercial and transition services arrangements that we entered into with DISH in connection with the Prepaid Transaction, which we completed on July 1, 2020;
|
•
|
the assumption of significant liabilities, including the liabilities of Sprint in connection with, and significant costs, including financing costs, related to the Transactions;
|
•
|
our ability to make payments on debt or to repay existing or future indebtedness when due or to comply with the covenants contained therein;
|
•
|
adverse changes in the ratings of our debt securities or adverse conditions in the credit markets;
|
•
|
natural disasters, public health crises, including the COVID-19 pandemic, terrorist attacks or similar incidents;
|
•
|
competition, industry consolidation and changes in the market for wireless services, which could negatively affect our ability to attract and retain customers;
|
•
|
the effects of any future merger, investment, or acquisition involving us, as well as the effects of mergers, investments or acquisitions in the technology, media and telecommunications industry;
|
•
|
breaches of our and/or our third-party vendors’ networks, information technology and data security, resulting in unauthorized access to customer confidential information;
|
•
|
inability to implement and maintain effective cybersecurity measures over critical business systems;
|
•
|
challenges in implementing our business strategies or funding our operations, including payment for additional spectrum or network upgrades;
|
•
|
the impact on our networks and business from major system and network failures;
|
•
|
difficulties in managing growth in wireless data services, including network quality;
|
•
|
material changes in available technology and the effects of such changes, including product substitutions and deployment costs and performance;
|
•
|
the timing, scope and financial impact of our deployment of advanced network and business technologies;
|
•
|
the occurrence of high fraud rates related to device financing, customer credit cards, dealers, subscriptions, or account take over fraud;
|
•
|
our inability to retain and hire key personnel;
|
•
|
any changes in the regulatory environments in which we operate, including any increase in restrictions on the ability to operate our networks and changes in data privacy laws;
|
•
|
unfavorable outcomes of existing or future litigation or regulatory actions, including litigation or regulatory actions related to the Transactions;
|
•
|
the possibility that we may be unable to adequately protect our intellectual property rights or be accused of infringing the intellectual property rights of others;
|
•
|
changes in tax laws, regulations and existing standards and the resolution of disputes with any taxing jurisdictions;
|
•
|
the possibility that we may be unable to renew our spectrum leases on attractive terms or acquire new spectrum licenses or leases at reasonable costs and terms;
|
•
|
any disruption or failure of third parties (including key suppliers) to provide products or services;
|
•
|
material adverse changes in labor matters, including labor campaigns, negotiations or additional organizing activity, and any resulting financial, operational and/or reputational impact;
|
•
|
changes in accounting assumptions that regulatory agencies, including the SEC, may require, which could result in an impact on earnings; and
|
•
|
interests of our significant stockholders that may differ from the interests of other stockholders.
|
•
|
the title of the series of the offered debt securities;
|
•
|
the price or prices at which the offered debt securities will be issued;
|
•
|
any limit on the aggregate principal amount of the offered debt securities;
|
•
|
the date or dates on which the principal of the offered debt securities will be payable;
|
•
|
the rate or rates (which may be fixed or variable) per year at which the offered debt securities will bear interest, if any, or the method of determining the rate or rates and the date or dates from which interest, if any, will accrue;
|
•
|
if the amount of principal, premium or interest with respect to the offered debt securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which these amounts will be determined;
|
•
|
the date or dates on which interest, if any, on the offered debt securities will be payable and the regular record dates for the payment thereof;
|
•
|
the place or places, if any, in addition to or instead of the corporate trust office of the trustee, where the principal, premium and interest with respect to the offered debt securities will be payable;
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•
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the period or periods, if any, within which, the price or prices of which, and the terms and conditions upon which the offered debt securities may be redeemed, in whole or in part, pursuant to optional redemption provisions;
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•
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the terms on which we would be required to redeem or purchase the offered debt securities pursuant to any sinking fund or similar provision, and the period or periods within which, the price or prices at which and the terms and conditions on which the offered debt securities will be so redeemed and purchased in whole or in part;
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•
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the denominations in which the offered debt securities will be issued, if other than denominations of $2,000 and integral multiples of $1,000;
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•
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the form of the offered debt securities and whether the offered debt securities are to be issued in whole or in part in the form of one or more global securities and, if so, the identity of the depositary for the global security or securities;
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the portion of the principal amount of the offered debt securities that is payable on the declaration of acceleration of the maturity, if other than their principal amount;
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if other than U.S. dollars, the currency or currencies in which the offered debt securities will be denominated and payable, and the holders’ rights, if any, to elect payment in a foreign currency or a foreign currency unit other than that in which the offered debt securities are otherwise payable;
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whether the offered debt securities will be issued with guarantees and, if so, the terms of any guarantee of the payment of principal and interest with respect to the offered debt securities;
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•
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any addition to, or modification or deletion of, any event of default or any covenant specified in the indenture;
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whether the offered debt securities will be convertible or exchangeable into other securities, and if so, the terms and conditions upon which the offered debt securities will be convertible or exchangeable;
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whether the offered debt securities will be senior or subordinated debt securities;
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any trustees, authenticating or paying agents, transfer agents or registrars or other agents with respect to the offered debt securities; and
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any other specific terms of the offered debt securities.
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directly to purchasers;
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through agents;
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through dealers;
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through underwriters;
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through a combination of any of the above methods of sale; or
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through any other methods described in a prospectus supplement.
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the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 6, 2020, including those portions of our Proxy Statement on Schedule 14A filed with the SEC on April 21, 2020 that are incorporated by reference in such Annual Report;
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the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020 filed with the SEC on May 6, 2020 and August 6, 2020 (as amended by Amendment No. 1 to the Quarterly Report on Form 10-Q filed on August 10, 2020); and
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the Company’s Current Reports on Form 8-K filed with the SEC on February 11, 2020, February 19, 2020, February 20, 2020, March 12, 2020, March 19, 2020, March 25, 2020, April 1, 2020 at 9:23 a.m. Eastern time (as amended by the Current Report on Form 8-K/A filed on April 17, 2020), April 1, 2020 at 9:40 a.m. Eastern time (excluding all information deemed furnished and not filed other than the sections titled “Risk Factors” and “Recent Developments” in Exhibit 99.1 thereto), April 13, 2020, April 16, 2020, April 24, 2020, May 18, 2020, June 8, 2020, June 17, 2020 at 4:46 p.m. Eastern time, June 17, 2020 at 5:04 p.m. Eastern time, June 18, 2020, June 22, 2020, June 26, 2020 at 4:26 p.m. Eastern time, June 26, 2020 at 4:34 p.m. Eastern time, July 1, 2020, July 28, 2020, August 4, 2020, September 17, 2020 and September 18, 2020.
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failure to realize the expected benefits and synergies of the merger with Sprint Corporation (“Sprint”), pursuant to the Business Combination Agreement with Sprint and the other parties named therein (as amended, the “Business Combination Agreement”) and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”) in the expected timeframes, in part or at all;
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•
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adverse economic, political or market conditions in the U.S. and international markets, including those caused by the COVID-19 pandemic, and the impact that any of the foregoing may have on us and our customers and other stakeholders;
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costs of or difficulties in integrating Sprint’s network and operations into our network and operations, including intellectual property and communications systems, administrative and information technology infrastructure and accounting, financial reporting and internal control systems;
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changes in key customers, suppliers, employees or other business relationships as a result of the consummation of the Transactions;
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the risk that our business, investor confidence in our financial results and stock price may be adversely affected if our internal controls are not effective;
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the risk of future material weaknesses resulting from the differences between T-Mobile’s and Sprint’s internal controls environments as we work to integrate and align policies and practices;
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the impacts of the actions we have taken and conditions we have agreed to in connection with the regulatory proceedings and approvals of the Transactions including the disposition of Sprint’s prepaid wireless business (other than certain excluded assets) and certain related liabilities to DISH Network Corporation (the “Prepaid Transaction”) on July 1, 2020, the complaint and proposed final judgment agreed to by us, Deutsche Telekom AG, Sprint, SoftBank Group Corp. and DISH Network Corporation (“DISH”) with the U.S. District Court for the District of Columbia, which was approved by the Court on April 1, 2020, the proposed commitments filed with the Secretary of the FCC, which we announced on May 20, 2019, certain national security commitments and undertakings, and any other commitments or undertakings entered into, including but not limited to those we have made to certain states and nongovernmental organizations;
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the ongoing commercial and transition services arrangements that we entered into with DISH in connection with the Prepaid Transaction, which we completed on July 1, 2020;
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the assumption of significant liabilities, including the liabilities of Sprint in connection with, and significant costs, including financing costs, related to the Transactions;
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our ability to make payments on debt or to repay existing or future indebtedness when due or to comply with the covenants contained therein;
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adverse changes in the ratings of our debt securities or adverse conditions in the credit markets;
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natural disasters, public health crises, including the COVID-19 pandemic, terrorist attacks or similar incidents;
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competition, industry consolidation and changes in the market for wireless services, which could negatively affect our ability to attract and retain customers;
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the effects of any future merger, investment, or acquisition involving us, as well as the effects of mergers, investments or acquisitions in the technology, media and telecommunications industry;
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breaches of our and/or our third-party vendors’ networks, information technology and data security, resulting in unauthorized access to customer confidential information;
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inability to implement and maintain effective cybersecurity measures over critical business systems;
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challenges in implementing our business strategies or funding our operations, including payment for additional spectrum or network upgrades;
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the impact on our networks and business from major system and network failures;
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difficulties in managing growth in wireless data services, including network quality;
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material changes in available technology and the effects of such changes, including product substitutions and deployment costs and performance;
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•
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the timing, scope and financial impact of our deployment of advanced network and business technologies;
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the occurrence of high fraud rates related to device financing, customer credit cards, dealers, subscriptions, or account take over fraud;
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our inability to retain and hire key personnel;
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•
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any changes in the regulatory environments in which we operate, including any increase in restrictions on the ability to operate our networks and changes in data privacy laws;
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•
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unfavorable outcomes of existing or future litigation or regulatory actions, including litigation or regulatory actions related to the Transactions;
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•
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the possibility that we may be unable to adequately protect our intellectual property rights or be accused of infringing the intellectual property rights of others;
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•
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changes in tax laws, regulations and existing standards and the resolution of disputes with any taxing jurisdictions;
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•
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the possibility that we may be unable to renew our spectrum leases on attractive terms or acquire new spectrum licenses or leases at reasonable costs and terms;
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•
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any disruption or failure of third parties (including key suppliers) to provide products or services;
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material adverse changes in labor matters, including labor campaigns, negotiations or additional organizing activity, and any resulting financial, operational and/or reputational impact;
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•
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changes in accounting assumptions that regulatory agencies, including the SEC, may require, which could result in an impact on earnings; and
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interests of our significant stockholders that may differ from the interests of other stockholders.
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•
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the “Credit Agreement” means the Credit Agreement, dated as of April 1, 2020, by and among T-Mobile USA, as borrower, Deutsche Bank AG New York Branch, as administrative agent, and the lenders and financial institutions party thereto, initially providing for a $4.0 billion term loan facility and a $4.0 billion revolving credit facility (the “Revolving Credit Facility”);
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the “Existing SC Notes” means, collectively, Sprint Corporation’s 7.250% Notes due 2021, 7.875% Notes due 2023, 7.125% Notes due 2024, 7.625% Notes due 2025 and 7.625% Notes due 2026;
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•
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the “Existing SCC Notes” means, collectively, Sprint Capital Corporation’s 6.875% Senior Notes due 2028 and 8.750% Senior Notes due 2032;
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•
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the “Existing SCI Notes” means, collectively, Sprint Communications, Inc.’s 11.500% Senior Notes due 2021, 7.000% Notes due 2020 and 6.000% Notes due 2022;
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•
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the “Existing Sprint Spectrum-Backed Notes” means, collectively, the Existing Sprint Spectrum Note Entities’ Series 2016-1 3.360% Senior Secured Notes, Class A-1, Series 2018-1 4.738% Senior Secured Notes, Class A-1 and Series 2018-1 5.152% Senior Secured Notes, Class A-2;
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•
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the “Existing Sprint Spectrum Note Entities” means a group of bankruptcy-remote special purpose entities formed for the Sprint Spectrum Note Facility;
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•
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the “Existing Sprint Unsecured Notes” means, collectively, the Existing SC Notes, the Existing SCC Notes and the Existing SCI Notes;
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•
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the “Existing T-Mobile Secured Notes” means, collectively, the Issuer’s 3.500% Senior Notes due 2025, 1.500% Senior Notes due 2026, 3.750% Senior Notes due 2027, 2.050% Senior Notes due 2028, 2.550% Senior Notes due 2031, 3.875% Senior Notes due 2030, 4.375% Senior Notes due 2040 and 4.500% Senior Notes due 2050;
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•
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the “Existing T-Mobile Unsecured Notes” means, collectively, the Issuer’s 4.000% Senior Notes due 2022, 6.000% Senior Notes due 2023, 6.000% Senior Notes due 2024, 5.125% Senior Notes due 2025, 4.500% Senior Notes due 2026, 6.500% Senior Notes due 2026, 5.375% Senior Notes due 2027 and 4.750% Senior Notes due 2028;
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•
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the “Incremental Amendment” means the First Incremental Facility Amendment, dated as of September 16, 2020, to the Credit Agreement, pursuant to which the aggregate commitment under the Revolving Credit Facility was increased to $5.5 billion;
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•
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the “Senior Notes” means, collectively, the Existing Sprint Unsecured Notes, the Existing T-Mobile Secured Notes and the Existing T-Mobile Unsecured Notes; and
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•
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the “Sprint Spectrum Note Facility” means Sprint’s existing spectrum securitization notes program.
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•
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incur more debt;
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•
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pay dividends and make distributions;
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•
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make certain investments;
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•
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repurchase stock;
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•
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create liens or other encumbrances;
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•
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enter into transactions with affiliates;
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•
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enter into agreements that restrict dividends or distributions from subsidiaries; and
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•
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merge, consolidate or sell, or otherwise dispose of, substantially all of their assets.
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•
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introduction of new products and services by us or our competitors or changes in service plans or pricing by us or our competitors;
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•
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customers’ acceptance of our service offerings;
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•
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our ability to control our costs and maintain our current cost structure; and
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•
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our ability to continue to grow our customer base and maintain projected levels of churn.
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•
|
limiting our ability to borrow money or sell stock to fund working capital, capital expenditures, debt service requirements, acquisitions, technological initiatives and other general corporate purposes;
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•
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making it more difficult for us to make payments on indebtedness and satisfy obligations under the notes;
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•
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increasing our vulnerability to general economic downturns and industry conditions and limiting our ability to withstand competitive pressure;
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•
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limiting our flexibility in planning for, or reacting to, changes in our business or the communications industry or pursuing growth opportunities;
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•
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limiting our ability to increase our capital expenditures to roll out new services or to upgrade our networks to new technologies, such as LTE and 5G;
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•
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limiting our ability to purchase additional spectrum, expand existing service areas or develop new metropolitan areas in the future;
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•
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reducing the amount of cash available for working capital needs, capital expenditures for existing and new markets and other corporate purposes by requiring us to dedicate a substantial portion of cash flow from operations to the payment of principal of, and interest on, indebtedness; and
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•
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placing us at a competitive disadvantage to competitors who are less leveraged than we are.
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•
|
incurring additional indebtedness and issuing preferred stock;
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•
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paying dividends, redeeming capital stock or making other restricted payments or investments (although we will have the ability to make significant restricted payments following the issue date under the indentures governing the notes, as described further under “—Certain Covenants—Restricted Payments” in each “Description of Notes” section of this prospectus);
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•
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selling or buying assets, properties or licenses;
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•
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developing assets, properties or licenses that we have or in the future may procure;
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•
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creating liens on assets securing indebtedness or other obligations;
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•
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participating in future FCC auctions of spectrum or private sales of spectrum;
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•
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engaging in mergers, acquisitions, business combinations or other transactions;
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•
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entering into transactions with affiliates; and
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•
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placing restrictions on the ability of subsidiaries to pay dividends or make other payments.
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•
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incurred this debt with the intent of hindering, delaying or defrauding current or future creditors; or
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•
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received less than reasonably equivalent value or fair consideration for incurring this debt, and the guarantor:
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•
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was insolvent or was rendered insolvent by reason of the related financing transactions;
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•
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was engaged in, or about to engage in, a business or transaction for which its remaining assets constituted unreasonably small capital to carry on its business; or
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•
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intended to incur, or believed that it would incur, debts beyond its ability to pay these debts as they mature, as all of the foregoing terms are defined in or interpreted under the relevant fraudulent transfer or conveyance statutes;
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it could not pay its debts or contingent liabilities as they become due;
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•
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the sum of its debts, including contingent liabilities, is greater than its assets, at a fair valuation; or
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•
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the present fair saleable value of its assets is less than the amount required to pay the probable liability on its total existing debts and liabilities, including contingent liabilities, as they become absolute and mature.
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•
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are general unsecured, unsubordinated obligations of Issuer;
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•
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are senior in right of payment to any future Indebtedness of Issuer to the extent that such future Indebtedness provides by its terms that it is subordinated to the notes;
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•
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are equal in right of payment with any of Issuer’s existing and future Indebtedness and other liabilities that are not by their terms subordinated in right of payment to the notes, including, without limitation, the other Existing T-Mobile Unsecured Notes;
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•
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are effectively subordinated to Issuer’s existing and future secured Indebtedness, including the Existing T-Mobile Secured Notes and borrowings under the Credit Agreement to the extent of the value of Issuer’s assets constituting collateral securing such Indebtedness;
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•
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are structurally subordinated to all of the liabilities and any future preferred stock of Issuer’s non-guarantor subsidiaries; and
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•
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are unconditionally guaranteed on a senior unsecured basis by the Guarantors.
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•
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is a general unsecured, unsubordinated obligation of that Guarantor;
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•
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is senior in right of payment to any future Indebtedness of that Guarantor to the extent that such future Indebtedness provides by its terms that it is subordinated in right of payment to such Guarantor’s guarantee of the notes;
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•
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is equal in right of payment with all existing and future Indebtedness and other liabilities of that Guarantor that are not by their terms subordinated to its guarantee of the notes, including, without limitation, any guarantees of the other Existing T-Mobile Unsecured Notes;
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•
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is effectively subordinated to that Guarantor’s existing and future secured Indebtedness, including its guarantee of the Existing T-Mobile Secured Notes and the borrowings under the Credit Agreement to the extent of the value of the assets of such Guarantor constituting collateral securing that Indebtedness; and
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•
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is structurally subordinated to all of the Indebtedness and other liabilities and any future preferred stock of any subsidiaries of such Guarantor that do not guarantee the notes.
|
(1)
|
immediately after giving effect to that transaction, no Default or Event of Default exists in respect of the notes of such series; and
|
(2)
|
either:
|
(a)
|
subject to the following paragraph and if it is not already a Guarantor of the notes of such series, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the indenture and its Note Guarantee of the notes of such series pursuant to a supplemental indenture; or
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(b)
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such sale or other disposition complies with the “Asset Sale” provisions of the indenture (it being understood that only such portion of the Net Proceeds as is or is required to be applied on or before the date of such release in accordance with the terms of the indenture needs to be so applied).
|
(1)
|
only in the case of a Subsidiary Guarantor, in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) Issuer or a Restricted Subsidiary of Issuer, if the sale or other disposition is not prohibited by the “Asset Sale” provisions of the indenture;
|
(2)
|
only in the case of a Subsidiary Guarantor, in connection with any issuance, sale or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) Issuer or a Restricted Subsidiary of Issuer, if the issuance, sale or other disposition does not violate the “Asset Sale” or “Restricted Investment” provisions of the indenture, and the Subsidiary Guarantor ceases to be a Wholly-Owned Subsidiary of Issuer as a result of such sale or other disposition and does not guarantee any Specified Issuer Indebtedness;
|
(3)
|
if such Guarantor (other than Parent) ceases to guarantee any Specified Issuer Indebtedness and such Guarantor would not otherwise be required to guarantee the series of notes pursuant to the covenant described below under the caption “—Certain Covenants—Additional Note Guarantees”;
|
(4)
|
if Issuer designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture;
|
(5)
|
upon the legal defeasance, covenant defeasance, or satisfaction and discharge of the indenture as provided below under the captions “— Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge”;
|
(6)
|
upon the liquidation or dissolution of such Guarantor (other than Parent) provided no Default or Event of Default has occurred that is continuing; or
|
(7)
|
if such Guarantor becomes an Immaterial Subsidiary and such Guarantor would not otherwise be required to guarantee the series of notes pursuant to the covenant described below under the caption “—Certain Covenants—Additional Note Guarantees.”
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•
|
at least 50% of the aggregate principal amount of the 2027 notes issued under the applicable indenture (excluding 2027 notes held by Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and
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•
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the redemption occurs within 180 days of the date of the closing of such sale of Equity Interests by Issuer or the date of contribution to Issuer’s common equity capital made with net cash proceeds of one or more sales of Equity Interests of Parent.
|
(1)
|
accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;
|
(2)
|
deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and
|
(3)
|
deliver or cause to be delivered to the paying agent the notes properly accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being purchased by Issuer.
|
(1)
|
Issuer (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and
|
(2)
|
at least 75% of the consideration received by Issuer or such Restricted Subsidiary in the Asset Sale and all other Asset Sales since the Closing Date is in the form of cash, Cash Equivalents or Replacement Assets or a combination thereof. For purposes of this provision, each of the following will be deemed to be cash:
|
(a)
|
any liabilities, as shown on Issuer’s most recent consolidated balance sheet (or as would be shown on Issuer’s consolidated balance sheet as of the date of such Asset Sale), of Issuer or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a novation agreement that releases Issuer or such Restricted Subsidiary from further liability; and
|
(b)
|
any securities, notes or other obligations received by Issuer, or any such Restricted Subsidiary, from such transferee that are converted by Issuer or such Restricted Subsidiary into cash, Cash Equivalents or Replacement Assets within 90 days after such Asset Sale, to the extent of the cash, Cash Equivalents or Replacement Assets received in that conversion.
|
(1)
|
to purchase Replacement Assets; or
|
(2)
|
to prepay, repay, defease, redeem, purchase or otherwise retire Indebtedness and other Obligations under a Credit Facility or Indebtedness secured by property that is subject to such Asset Sale and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto.
|
(1)
|
the notes of such series are rated Investment Grade by two out of the three Rating Agencies; and
|
(2)
|
no Default or Event of Default shall have occurred and be continuing with respect to the notes of such series (other than with respect to the covenants specifically listed under the following captions),
|
(1)
|
“—Repurchase at the Option of Holders—Asset Sales”;
|
(2)
|
“—Restricted Payments”;
|
(3)
|
“—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;
|
(4)
|
“—Dividend and Other Payment Restrictions Affecting Subsidiaries”;
|
(5)
|
“—Transactions with Affiliates”;
|
(6)
|
“—Designation of Restricted and Unrestricted Subsidiaries”; and
|
(7)
|
clauses (3) (to the extent that a Default or Event of Default exists by reason of one or more of the covenants specifically listed in this paragraph) and (4) of the covenant described below under the caption “—Merger, Consolidation or Sale of Assets.”
|
(1)
|
declare or pay (without duplication) any dividend, or make any other payment or distribution, on account of Issuer’s or any of its Restricted Subsidiaries’ Equity Interests (including any payment in connection with any merger or consolidation involving Issuer or any of its Restricted Subsidiaries) or to the direct or indirect holders of Issuer’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of Issuer and other than dividends or distributions payable to Issuer or a Restricted Subsidiary of Issuer);
|
(2)
|
purchase, redeem or otherwise acquire or retire for value (including in connection with any merger or consolidation involving Issuer) any Equity Interests of Issuer or any direct or indirect parent of Issuer;
|
(3)
|
make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Indebtedness (excluding any intercompany Indebtedness between or among Issuer and any of its Restricted Subsidiaries), except a payment of interest or principal at the Stated Maturity thereof; or
|
(4)
|
make any Restricted Investment (all such payments and other actions set forth in clauses (1) through (4) above being collectively referred as “Restricted Payments”),
|
(a)
|
no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;
|
(b)
|
Issuer would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt to Cash Flow Ratio test set forth in the first paragraph of the covenant described below under the caption “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; and
|
(c)
|
such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Issuer and its Restricted Subsidiaries since the Closing Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8), (9), (11), (12), (13), (14), (15) and (16) of the next succeeding paragraph), is less than the sum, without duplication, of:
|
(i)
|
100% of Issuer’s Consolidated Cash Flow for the period (taken as one accounting period) from and after the Closing Date to the end of Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, less the product of 1.4 times Issuer’s Consolidated Interest Expense for the same period; plus
|
(ii)
|
100% of the aggregate net cash proceeds, and the Fair Market Value of any property other than cash, in each case received by Issuer after the Closing Date as a contribution to its common equity capital (other than any such contribution resulting, or deemed to result, from the MetroPCS Merger) or from the issue or sale of Equity Interests of Issuer (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of Issuer that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of Issuer); plus
|
(iii)
|
to the extent that any Restricted Investment that was made after the Closing Date, or, that any Restricted Investment that was made by MetroPCS Wireless, Inc. or any of its Restricted Subsidiaries after November 3, 2006 and prior to the Closing Date (provided that, and solely to the extent that, such Restricted Investment, at the time made, reduced the amount that would be calculated pursuant to clause (vii) below), is sold for cash or Cash Equivalents, or otherwise is liquidated or repaid for cash or Cash Equivalents, an amount equal to such cash and Cash Equivalents; plus
|
(iv)
|
to the extent that any Unrestricted Subsidiary of Issuer designated as such after the Closing Date is redesignated as a Restricted Subsidiary after the Closing Date, the Fair Market Value of Issuer’s Investment in such Subsidiary as of the date of such redesignation; other than to the extent such Investment constituted a Permitted Investment; plus
|
(v)
|
100% of any cash dividends or cash distributions, and the Fair Market Value of any property other than cash, in each case actually received directly or indirectly by Issuer or a Restricted Subsidiary of Issuer that is a Guarantor after the Closing Date from an Unrestricted Subsidiary of Issuer, in each case, to the extent that such dividends, cash distributions or other property were not otherwise included in the Consolidated Net Income of Issuer for such period and other than to the extent such Investment constituted a Permitted Investment; minus
|
(vi)
|
the aggregate amount of any Net Equity Proceeds taken into account for purposes of incurring Indebtedness pursuant to clause (14) the definition of “Permitted Debt” set forth below under the caption “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” after the Closing Date; plus
|
(vii)
|
the amount that would be calculated immediately prior to the consummation of the MetroPCS Merger on the Closing Date pursuant to clause (3) of the second paragraph of Section 4.07(a) of the September 2010 Senior Notes Indenture, as in effect immediately prior to the effectiveness of the December 2012 Sixth Supplemental Indenture (provided that any calculation of cumulative Consolidated Cash Flow and Consolidated Interest Expense in subclause (A) of such clause (3) shall include (x) Issuer’s last fiscal quarter ending prior to the Closing Date, and (y) the period from the beginning of Issuer’s fiscal quarter during which the Closing Date occurs to the Closing Date, in each case, if internal financial statements are available for such period at the time of calculation, even if they are not available immediately prior to the consummation of the MetroPCS Merger on the Closing Date).
|
(1)
|
the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of the indenture;
|
(2)
|
the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of Issuer) of, Equity Interests of Issuer (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to Issuer; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(b) of the preceding paragraph; provided, further, that any Net Equity Proceeds (x) used for making a Restricted Investment pursuant to clause (10) of this paragraph or (y) taken into account for purposes of incurring Indebtedness pursuant to clause (14) of the definition of “Permitted Debt” set forth below under the caption “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” may not also be used to make a Restricted Payment pursuant to this clause (2);
|
(3)
|
the repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of Issuer or any Subsidiary Guarantor with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;
|
(4)
|
the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of Issuer to the holders of its Equity Interests on a pro rata basis;
|
(5)
|
the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Parent, Issuer, any Restricted Subsidiary of Issuer or any direct or indirect parent of Issuer held by any current or former officer, director, employee or consultant of Parent, Issuer or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed an amount equal to $50.0 million in any fiscal year; provided, further, that such amount in any fiscal year may be increased by an amount equal to (a) the net cash proceeds contributed to Issuer from the sale of Equity Interests of Parent to current or former members of management, directors, consultants or employees that occurs after the Closing Date plus (b) the net cash proceeds of key man life insurance policies received by Parent or its Restricted Subsidiaries after the Closing Date; provided, further, that such amount in any fiscal year shall be reduced by the amount of Indebtedness incurred in such fiscal year pursuant to clause (21) of the second paragraph of the covenant described below under the caption “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;
|
(6)
|
the repurchase, redemption or other acquisition or retirement of Equity Interests deemed to occur upon the exercise or exchange of stock options, warrants or other similar rights to the extent such Equity Interests represent a portion of the exercise or exchange price of those stock options, warrants or other similar rights, and the repurchase, redemption or other acquisition or retirement of Equity Interests made in lieu of withholding taxes resulting from the vesting, exercise or exchange of stock options, warrants or other similar rights;
|
(7)
|
the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of Issuer or any Restricted Subsidiary of Issuer issued on or after the Closing Date in accordance with the Debt to Cash Flow Ratio test described below under the caption “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;
|
(8)
|
Permitted Payments to Parent;
|
(9)
|
the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Parent to the extent necessary to comply with law or to prevent the loss or secure the renewal or reinstatement of any FCC License held by Issuer or any of its Subsidiaries;
|
(10)
|
Restricted Investments in an amount equal to 100% of the aggregate amount of any Net Equity Proceeds, less the aggregate amount of any Net Equity Proceeds (x) used for making a Restricted Payment pursuant
|
(11)
|
payments made to DT or its Subsidiaries from the proceeds of the Towers Transaction;
|
(12)
|
the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under the captions “—Repurchase at the Option of Holders—Change of Control Triggering Event” and “—Repurchase at the Option of Holders—Asset Sales”; provided that all notes tendered by the holders of the notes in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or otherwise acquired for value;
|
(13)
|
Restricted Payments in connection with the Cash Payment, as defined in the MetroPCS Business Combination Agreement;
|
(14)
|
the making of cash payments in connection with any conversion of Convertible Debt in an aggregate amount since the Closing Date not to exceed the sum of (a) the principal amount of such Convertible Debt plus (b) any payments received by Issuer or any of its Restricted Subsidiaries pursuant to the exercise, settlement or termination of any related Permitted Bond Hedge Transactions;
|
(15)
|
other Restricted Payments in an aggregate amount since the Closing Date not to exceed the greater of (x) $375.0 million or (y) 6.0% of the Consolidated Cash Flow of Issuer; and
|
(16)
|
any Restricted Payment; provided that the Debt to Cash Flow Ratio calculated on a pro forma basis in the manner described in the definition of “Debt to Cash Flow Ratio” after giving effect to such Restricted Payment would be equal to or less than 3.00 to 1.00.
|
(1)
|
the incurrence by Issuer and any Subsidiary Guarantor of (a) additional Indebtedness under Credit Facilities, provided that giving effect to such incurrence, the aggregate principal amount (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of Issuer and its Restricted Subsidiaries thereunder) of all Indebtedness under Credit Facilities then outstanding under this paragraph (1), together with any Indebtedness incurred pursuant to the following clause (b), does not exceed the greater of (x) $9.0 billion and (y) an amount such that, upon the incurrence of Indebtedness under this clause (1), the Secured Debt to Cash Flow Ratio of Issuer and its Subsidiaries for the most recently ended four full fiscal quarters for which financial statements are available, calculated on a pro forma basis in the manner described in the definition of “Secured Debt to Cash Flow Ratio,” shall not exceed 2.00:1.00; provided that for purposes of determining the amount of Indebtedness that may be incurred under this clause (a)(y), all Indebtedness incurred under this clause (1) shall be treated as
|
(2)
|
the incurrence by Issuer and its Restricted Subsidiaries of any Existing Indebtedness or any Series Issue Date Existing Indebtedness;
|
(3)
|
the incurrence by Issuer and the Subsidiary Guarantors of Indebtedness represented by the notes to be issued on the date of the supplemental indentures and the related Note Guarantees;
|
(4)
|
the incurrence by Issuer or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing (whether prior to or within 270 days after) all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment or the Capital Stock of any Person owning such assets used in the business of Issuer or any of its Restricted Subsidiaries, in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of (x) $2.5 billion and (y) 5.0% of Issuer’s Total Assets, at the time of any such incurrence pursuant to this clause (4);
|
(5)
|
the incurrence by Issuer or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by the indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), (13), (14), (15), (24) or (25) of this paragraph;
|
(6)
|
the incurrence by Issuer or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Parent, Issuer and any of its Restricted Subsidiaries and any Guarantors; provided, however, that:
|
(a)
|
if Issuer or any Subsidiary Guarantor is the obligor on such Indebtedness and the payee is not Issuer or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the notes, in the case of Issuer, or the Note Guarantee, in the case of a Subsidiary Guarantor; and
|
(b)
|
(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Parent, Issuer or a Restricted Subsidiary of Issuer, or a Guarantor and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Parent, Issuer or a Restricted Subsidiary of Issuer, or a Guarantor,
|
(7)
|
the issuance by any of Issuer’s Restricted Subsidiaries to Issuer or to any of its Restricted Subsidiaries of shares of Preferred Stock; provided, however, that:
|
(a)
|
any subsequent issuance or transfer of Equity Interests that results in any such Preferred Stock being held by a Person other than Parent, Issuer or a Restricted Subsidiary of Issuer or a Guarantor; and
|
(b)
|
any sale or other transfer of any such Preferred Stock to a Person that is not either Parent, Issuer or a Restricted Subsidiary of Issuer, or a Guarantor,
|
(8)
|
the incurrence by Issuer or any of its Restricted Subsidiaries of Hedging Obligations (other than for speculative purposes);
|
(9)
|
the guarantee by Issuer or any of the Subsidiary Guarantors of Indebtedness of Issuer or a Restricted Subsidiary of Issuer that was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the notes, then the guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;
|
(10)
|
the incurrence by Issuer or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, deposits, performance bonds, completion bonds, bid bonds, appeal bonds and surety bonds, indemnity bonds, specific performance or injunctive relief bonds or similar bonds or obligations in the ordinary course of business, and any Guarantees or letters of credit functioning as or supporting any of the foregoing;
|
(11)
|
the incurrence by Issuer or any of its Restricted Subsidiaries of Indebtedness arising from (a) the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days of notice to Issuer or any of its Restricted Subsidiaries, (b) in respect of netting, overdraft protection and other arrangement arising under standard business terms of any bank at which Issuer or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or arrangement or (c) in respect of the financing of insurance premiums in the ordinary course of business, provided that the aggregate principal amount of Indebtedness incurred pursuant to clauses (11)(b) and (c) shall not, at any time outstanding, exceed the greater of (x) $250.0 million and (y) 5.0% of the Consolidated Cash Flow of Issuer as of the time of such incurrence;
|
(12)
|
the incurrence by Issuer or any of its Restricted Subsidiaries of Indebtedness in respect of letters of credit required to be issued in connection with any Permitted Joint Venture Investment;
|
(13)
|
the incurrence by Issuer or any of its Restricted Subsidiaries of Indebtedness for relocation or clearing obligations relating to Issuer’s or any of its Restricted Subsidiary’s FCC Licenses in an aggregate principal amount (or accreted value, as applicable), including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (13), at any time outstanding not to exceed the greater of (x) $400.0 million and (y) 1.0% of Issuer’s Total Assets as of the time of such incurrence;
|
(14)
|
the incurrence by Issuer or any of its Restricted Subsidiaries of Contribution Indebtedness;
|
(15)
|
the incurrence by Issuer or any of its Restricted Subsidiaries of Indebtedness (including Acquired Debt or Indebtedness) used to finance an acquisition of or a merger with another Person, provided that, Issuer or the Person formed by or surviving any such consolidation or merger (if other than Issuer or a Restricted Subsidiary), on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, would either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt to Cash Flow Ratio test set forth in the first paragraph of this covenant or (b) have a Debt to Cash Flow Ratio no greater than the Debt to Cash Flow Ratio of Issuer immediately prior to such transaction;
|
(16)
|
the incurrence by Issuer or any of its Restricted Subsidiaries of Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of Issuer or any of its Restricted Subsidiaries pursuant to such agreements, in any case incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as the amount does not exceed the gross proceeds actually received by Issuer or any Restricted Subsidiary thereof in connection with such disposition;
|
(17)
|
the incurrence by Issuer or any Restricted Subsidiary of Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business; provided that, upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing;
|
(18)
|
the incurrence by Issuer or any Restricted Subsidiary of Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the notes;
|
(19)
|
the incurrence by Issuer or any of the Subsidiary Guarantors of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (19), not to exceed the greater of (x) $1.0 billion and (y) 2.0% of Issuer’s Total Assets as of the time of such incurrence;
|
(20)
|
the incurrence by Issuer or any Restricted Subsidiary of Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;
|
(21)
|
the incurrence by Issuer or any Restricted Subsidiary of Indebtedness evidenced by promissory notes subordinated to the notes and the Note Guarantees issued to current or former employees or directors of Parent, Issuer or any Subsidiary (or their respective spouses or estates) in lieu of cash payments for Capital Stock being repurchased from such Persons, not to exceed, in any twelve-month period, an amount equal to the amount of Restricted Payments that could be made during such twelve-month period pursuant to clause (5) of the third paragraph under the covenant described above under the caption “—Restricted Payments,” less the amount of Restricted Payments that have been made during such twelve-month period pursuant to such clause;
|
(22)
|
the incurrence by Issuer or any Restricted Subsidiary of Indebtedness consisting of take-or-pay obligations contained in supply agreements entered into in the ordinary course of business;
|
(23)
|
to the extent that deposits with, or payments owed to, the FCC in connection with the auction or licensing of Governmental Authorizations are deemed to be Indebtedness, the incurrence by Issuer or any Restricted Subsidiary of such Indebtedness;
|
(24)
|
Indebtedness incurred in connection with the Towers Transaction; and
|
(25)
|
the incurrence by Restricted Subsidiaries that are not Guarantors of Indebtedness; provided, however, that the aggregate principal amount (or accreted value, as applicable) of all Indebtedness incurred under this clause (25), when aggregated with the principal amount (or accreted value) of all other Indebtedness then outstanding and incurred pursuant to this clause (25), including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (25), does not exceed the greater of (x) $250.0 million and (y) 5.0% of the Consolidated Cash Flow of Issuer and its Subsidiaries for the most recently ended four full fiscal quarters for which financial statements are available.
|
(1)
|
the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;
|
(2)
|
in the case of Hedging Obligations, the termination value of the agreement or arrangement giving rise to such obligations that would be payable by such Person at such time;
|
(3)
|
the principal amount of the Indebtedness, in the case of any other Indebtedness; and
|
(4)
|
in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:
|
(a)
|
the Fair Market Value of such assets at the date of determination; and
|
(b)
|
the amount of the Indebtedness of the other Person.
|
(1)
|
pay dividends or make any other distributions on its Capital Stock to Issuer or any of its Restricted Subsidiaries, or pay any Indebtedness owed to Issuer or any of its Restricted Subsidiaries;
|
(2)
|
make loans or advances to Issuer or any of its Restricted Subsidiaries; or
|
(3)
|
sell, lease or transfer any of its properties or assets to Issuer or any of its Restricted Subsidiaries.
|
(1)
|
agreements or instruments governing (a) Existing Indebtedness and (b) Equity Interests and Credit Facilities as in effect on the Closing Date and, in each case, any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are (in the good faith judgment of the Board of Directors of Issuer or a senior financial officer of Issuer, whose determination shall be conclusive) not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements or instruments on the Closing Date;
|
(2)
|
agreements or instruments governing Credit Facilities not in effect on the Closing Date so long as either (a) the encumbrances and restrictions contained therein do not impair the ability of any Restricted Subsidiary of Issuer to pay dividends or make any other distributions or payments directly or indirectly to Issuer in an amount sufficient to permit Issuer to pay the principal of, or interest and premium, if any, on the notes, or (b) the encumbrances and restrictions contained therein are no more restrictive, taken as a whole, than those contained in the indenture;
|
(3)
|
Series Issue Date Existing Indebtedness, the notes issued on the Series Issue Date, and any additional notes of the same series, the Note Guarantees in respect thereof, and the base indenture, as supplemented by the supplemental indenture;
|
(4)
|
applicable law, rule, regulation or order;
|
(5)
|
agreements or instruments with respect to a Person acquired by Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition) or as may be amended, restated, modified, renewed, extended, supplemented, refunded, replaced or refinanced from time to time (so long as the encumbrances and restrictions in any such amendment, restatement, modification, renewal, extension, supplement, refunding, replacement or refinancing are, in the good faith judgment of Issuer’s Board of Directors or a senior financial officer of Issuer, whose determination shall be conclusive, not materially more restrictive, taken as a whole, than those in effect on the date of the acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of agreements or instruments governing Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred;
|
(6)
|
customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business and customary contractual restrictions on transfers of all or substantially all assets of a Person;
|
(7)
|
any instrument governing any secured Indebtedness or Capital Lease Obligation that imposes restrictions on the assets securing such Indebtedness or the subject of such lease of the nature described in clause (3) of the preceding paragraph;
|
(8)
|
any agreement for the sale or other disposition of a Restricted Subsidiary that imposes restrictions of the nature described in clauses (1) and/or (3) of the preceding paragraph on the Restricted Subsidiary pending the sale or other disposition;
|
(9)
|
Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
|
(10)
|
Liens permitted to be incurred under the provisions of the covenant described above under the caption “—Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;
|
(11)
|
provisions limiting the disposition or distribution of assets or property in partnership and joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
|
(12)
|
restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;
|
(13)
|
restrictions in other Indebtedness, Disqualified Stock or Preferred Stock incurred or issued in compliance with the covenant described under the caption “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided that such restrictions, taken as a whole, are, in the good faith judgment of Issuer’s Board of Directors or a senior financial officer of Issuer, whose determination shall be conclusive, not materially more restrictive than those contained in the existing agreements referenced in clauses (1) and (3) above;
|
(14)
|
the issuance of Preferred Stock by a Restricted Subsidiary of Issuer or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such Preferred Stock is permitted pursuant
|
(15)
|
any agreement or instrument with respect to Indebtedness incurred, or Preferred Stock issued, by any Restricted Subsidiary, provided that the restrictions contained in the agreements or instruments governing such Indebtedness or Preferred Stock (a) either (i) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (ii) will not materially affect Issuer’s ability to pay all principal, interest and premium, if any, on the notes, as determined in good faith by Issuer’s Board of Directors or a senior financial officer of Issuer, whose determination shall be conclusive; and (b) are not materially more disadvantageous to the holders of the notes than is customary in comparable financings;
|
(16)
|
any agreement or instrument of Issuer, Parent, MetroPCS Wireless, Inc., or any of MetroPCS Wireless, Inc.’s Subsidiaries existing prior to, or entered into or assumed by Issuer or any of its Subsidiaries in connection with the MetroPCS Merger, in each case, as such agreements or instruments may be amended, restated, modified, renewed or replaced from time to time; provided that the amendments, restatements, modifications, renewals, and replacements are (in the good faith judgment of the Board of Directors of Issuer or a senior financial officer of Issuer, whose determination shall be conclusive) not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those agreements or instruments as in effect as of the Closing Date;
|
(17)
|
restrictions arising from the Towers Transaction; and
|
(18)
|
encumbrances or restrictions pursuant to any Existing Sprint Spectrum Financing Document, affecting any Existing Sprint Spectrum Subsidiary or in connection with the Existing Sprint Spectrum Program.
|
(1)
|
either: (a) Issuer is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Issuer) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation, limited liability company or partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that if such Person is not a corporation, such Person immediately causes a Subsidiary that is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia to be added as a co-issuer of the notes under the indenture;
|
(2)
|
the Person formed by or surviving any such consolidation or merger (if other than Issuer) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made expressly assumes, by a supplemental indenture, executed and delivered to the trustee, the payment of the principal of and any premium and interest on the notes and the performance or observance of every covenant of the indenture on the part of Issuer to be performed or observed;
|
(3)
|
immediately after such transaction, no Default or Event of Default exists; and
|
(4)
|
Issuer or the Person formed by or surviving any such consolidation or merger (if other than Issuer), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt to Cash Flow Ratio test set forth in the first paragraph of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” or (b) have a Debt to Cash Flow Ratio no greater than the Debt to Cash Flow Ratio of Issuer immediately prior to such transaction.
|
(1)
|
a merger of Issuer with a direct or indirect Subsidiary of Parent solely for the purpose of reincorporating Issuer in another jurisdiction in the United States so long as the amount of Indebtedness of Issuer and its Restricted Subsidiaries is not increased thereby;
|
(2)
|
any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among Issuer and its Restricted Subsidiaries; or
|
(3)
|
the MetroPCS Transactions, including the MetroPCS Merger.
|
(1)
|
the Affiliate Transaction is on terms that, taken as a whole, are no less favorable to Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Issuer or such Restricted Subsidiary with an unrelated Person; and
|
(2)
|
Issuer delivers to the trustee:
|
(a)
|
with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $100.0 million, an officers’ certificate certifying that such Affiliate Transaction complies with this covenant; and
|
(b)
|
with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $250.0 million, a resolution of the Board of Directors of Issuer set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of Issuer.
|
(1)
|
any employment agreement, employee benefit plan, agreement or plan relating to employee, officer or director compensation or severance, officer or director indemnification agreement or any similar arrangement entered into by Issuer, any of its Restricted Subsidiaries or a direct or indirect parent of Issuer existing on the Closing Date, or entered into thereafter in the ordinary course of business, and any indemnities or other transactions permitted or required by bylaw, statutory provisions or any of the foregoing agreements, plans or arrangements and payments pursuant thereto;
|
(2)
|
transactions between or among Parent, Issuer and/or its Restricted Subsidiaries;
|
(3)
|
transactions with a Person (other than an Unrestricted Subsidiary of Issuer) that is an Affiliate of Issuer solely because Issuer owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;
|
(4)
|
any issuance of Equity Interests (other than Disqualified Stock) of Issuer to, or receipt of any capital contribution from, any Affiliate of Issuer;
|
(5)
|
transactions in connection with any Permitted Joint Venture Investment;
|
(6)
|
any Permitted Investments or Restricted Payments that do not violate the provisions of the indenture described above under the caption “—Restricted Payments”;
|
(7)
|
(x) any contracts, agreements or understandings existing as of the Issue Date and disclosed in the notes to the consolidated financial statements of MetroPCS Wireless, Inc. for the year ended December 31, 2012, (y) any agreement listed on Schedule 3.2(r)—Related-Party Agreements—to the “T-Mobile Disclosure Letter” to the MetroPCS Business Combination Agreement, and (z) any agreement listed under the section entitled “Transactions with Related Persons and Approval” in the proxy statement of Parent filed with the SEC under cover of Schedule 14A on April 16, 2012 and, in each case, any amendments to, replacements of, or orders pursuant to such contracts, agreements or understandings so long as any such amendments, replacements, or orders, taken as a whole, are not (in the good faith judgment of Issuer’s Board of Directors or a senior financial officer of Issuer, whose determination shall be conclusive) more disadvantageous to Issuer or to the holders of the notes in any material respect than the original contracts, agreements or understandings as in effect on the Closing Date;
|
(8)
|
transactions with customers, clients, suppliers, purchasers, sellers of goods or services, or licensees of intellectual property, in each case in the ordinary course of business and otherwise in compliance with the terms of the indenture, provided that in the good faith determination of Issuer’s Board of Directors or a senior financial officer of Issuer, which determination shall be conclusive, such transactions are on terms, taken as a whole, not materially less favorable to Issuer or the applicable Restricted Subsidiary than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm’s length basis from a Person that is not an Affiliate of Issuer;
|
(9)
|
issuances, exchanges, purchases or repurchases of notes or other Indebtedness of Issuer or its Restricted Subsidiaries or solicitations of amendments, waivers or consents in respect of notes or such other Indebtedness, if such issuance, exchange, purchase, repurchase or solicitation is approved by a majority of the disinterested members of the Board of Directors of Issuer;
|
(10)
|
reasonable payments made for any financial advisory, financing, underwriting, placement or syndication services approved by Issuer’s Board of Directors or a senior financial officer of Issuer in good faith;
|
(11)
|
amendments, extensions, replacements and other modifications of transactions with Affiliates otherwise permitted by the indenture, provided that in the good faith determination of Issuer’s Board of Directors or a senior financial officer of Issuer, which determination shall be conclusive, such amendments, extensions, replacements or other modifications, taken as a whole, are no less favorable in any material respect to Issuer or the applicable Restricted Subsidiary than the transaction or transactions being amended, extended, replaced or modified; and
|
(12)
|
(i) the MetroPCS Business Combination Agreement and any Ancillary Agreements, as defined in the MetroPCS Business Combination Agreement, in each case, as the same may be amended, modified, supplemented or replaced from time to time on terms that, taken as a whole, in the good faith determination of Issuer’s Board of Directors or a senior financial officer of Issuer, which determination shall be conclusive, are not materially less favorable to Issuer or the applicable Restricted Subsidiary than those of the agreement being amended, modified, supplemented or replaced, (ii) transactions or agreements relating to the DT Notes and the TMUS Working Capital Facility, each as may be amended, modified, or supplemented from time to time, and any indebtedness incurred in connection with the refinancing of the foregoing, on terms that, taken as a whole, in the good faith determination of Issuer’s Board of Directors or a senior financial officer of Issuer, which determination shall be conclusive, are not materially less favorable to Issuer than those of the DT Notes or TMUS Working Capital Facility, as applicable, and (iii) transactions between Issuer and its Restricted Subsidiaries, on the one hand, and any Designated Tower Entities that have been designated as Unrestricted Subsidiaries, on the other hand, in connection with the Towers Transaction.
|
(1)
|
all quarterly and annual financial reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if Parent were required to file such reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by its certified independent accountants; and
|
(2)
|
all current reports that would be required to be filed with the SEC on Form 8-K if Parent or Issuer were required to file such reports;
|
(1)
|
default for 30 days in the payment when due of interest on the notes of such series;
|
(2)
|
default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the notes of such series;
|
(3)
|
failure by Issuer for 120 days after notice to Issuer by the trustee or the holders of at least 25% in aggregate principal amount of the notes of such series then outstanding voting as a single class to comply with the provisions described under the caption “—Reports”;
|
(4)
|
failure by Issuer or any of its Restricted Subsidiaries for 30 days after notice to Issuer by the trustee or the holders of at least 25% in aggregate principal amount of the notes of such series then outstanding voting as a single class to comply with the provisions described under the captions “—Repurchase at the Option of Holders—Change of Control Triggering Event” or “—Repurchase at the Option of Holders—Asset Sales” (in each case other than a failure to purchase notes that will constitute an Event of Default under clause (2) above), or “—Certain Covenants—Merger, Consolidation or Sale of Assets”;
|
(5)
|
failure by Issuer or any of its Restricted Subsidiaries for 90 days after notice to Issuer by the trustee or the holders of at least 25% in aggregate principal amount of the notes of such series then outstanding voting as a single class to comply with any of the other agreements in the indenture;
|
(6)
|
default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary) (or the payment of which is guaranteed by Issuer or any of its Restricted Subsidiaries that would constitute a Significant Subsidiary), whether such Indebtedness or Guarantee now exists, or is created after the Series Issue Date with respect to such series of notes, if that default:
|
(a)
|
is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or
|
(b)
|
results in the acceleration of such Indebtedness prior to its express maturity;
|
(7)
|
failure by Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary) to pay or discharge final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $100.0 million (to the extent not covered by insurance), which judgments are not paid, discharged or stayed for a period of 60 consecutive days following entry of such final judgment or decree during which a stay of enforcement of such final judgment or decree, by reason of pending appeal or otherwise, is not in effect;
|
(8)
|
Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary, or any group of Restricted Subsidiaries of Issuer that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of Bankruptcy Law:
|
(a)
|
commences a voluntary case,
|
(b)
|
consents to the entry of an order for relief against it in an involuntary case,
|
(c)
|
consents to the appointment of a custodian of it or for all or substantially all of its property,
|
(d)
|
makes a general assignment for the benefit of its creditors, or
|
(e)
|
generally is not paying its debts as they become due;
|
(9)
|
a court of competent jurisdiction enters a final order or decree under any Bankruptcy Law that:
|
(a)
|
is for relief against Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Issuer that, taken together, would constitute a Significant Subsidiary in an involuntary case;
|
(b)
|
appoints a custodian of Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Issuer that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Issuer that, taken together, would constitute a Significant Subsidiary; or
|
(c)
|
orders the liquidation of Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Issuer that, taken together, would constitute a Significant Subsidiary;
|
(d)
|
and the final order or decree remains unstayed and in effect for 60 consecutive days; and
|
(10)
|
except as permitted by the indenture, any Note Guarantee with respect to the notes of such series is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee.
|
(1)
|
such holder has previously given to the trustee written notice that an Event of Default is continuing;
|
(2)
|
holders of at least 25% in aggregate principal amount of the then outstanding notes of the applicable series have made a written request to the trustee to institute proceedings in respect of such Event of Default in its own name as trustee;
|
(3)
|
such holder or holders have offered the trustee security or indemnity satisfactory to it against any loss, liability or expense to be incurred in compliance with such request;
|
(4)
|
the trustee has not complied with such request within 90 days after receipt of the request and the offer of security or indemnity; and
|
(5)
|
during such 90-day period, holders of a majority in aggregate principal amount of the then outstanding notes of the applicable series have not given the trustee a direction inconsistent with such request.
|
(1)
|
the rights of holders of outstanding notes of such series to receive payments in respect of the principal of, or interest or premium, if any, on, the notes when such payments are due from the trust referred to below;
|
(2)
|
Issuer’s obligations with respect to the notes of such series concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment of money for security payments held in trust;
|
(3)
|
the rights, powers, trusts, duties, indemnities and immunities of the trustee, and Issuer’s and the Guarantors’ obligations in connection therewith; and
|
(4)
|
the Legal Defeasance and Covenant Defeasance provisions of the indenture.
|
(1)
|
Issuer must irrevocably deposit with the trustee or its designee, in trust, for the benefit of the holders of such series of notes, cash in U.S. dollars, non- callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a
|
(2)
|
in the case of Legal Defeasance, Issuer must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee (which opinion of counsel may be subject to customary assumptions, qualifications and exclusions) confirming that (a) Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Closing Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the holders of the outstanding notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
|
(3)
|
in the case of Covenant Defeasance, Issuer must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee (which opinion of counsel may be subject to customary assumptions, qualifications and exclusions) confirming that the holders of the outstanding notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
|
(4)
|
no Default or Event of Default has occurred and is continuing with respect to such series of notes on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds, or the imposition of Liens in connection therewith, to be applied to such deposit, or a Default or Event of Default that will be cured by such Covenant Defeasance or Legal Defeasance) and the deposit will not result in a breach or violation of, or constitute a default under, any material instrument to which Issuer or any Guarantor is a party or by which Issuer or any Guarantor is bound;
|
(5)
|
such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the indenture) to which Issuer or any of its Subsidiaries is a party or by which Issuer or any of its Subsidiaries is bound;
|
(6)
|
Issuer must deliver to the trustee an officers’ certificate stating that the deposit was not made by Issuer with the intent of preferring the holders of notes over the other creditors of Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of Issuer or others;
|
(7)
|
Issuer must deliver to the trustee an officers’ certificate, stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and
|
(8)
|
Issuer must deliver to the trustee an opinion of counsel (which may be subject to customary assumptions, qualifications and exclusions), stating that all conditions precedent set forth in clauses (2), (3) and (5) of this paragraph, as applicable, have been complied with; provided that the opinion of counsel with respect to clause (5) of this paragraph may be to the knowledge of such counsel.
|
(1)
|
reduce the principal amount of notes of such series whose holders must consent to an amendment, supplement or waiver;
|
(2)
|
reduce the principal of or change the fixed maturity of any note of such series or alter the provisions with respect to the redemption of the notes of such series (other than provisions relating to the covenants described above under the caption “—Repurchase at the Option of Holders”);
|
(3)
|
reduce the rate of or change the time for payment of interest on any note of such series;
|
(4)
|
waive a Default or Event of Default in the payment of principal of, or premium, if any, or interest on, the notes of such series (except a rescission of acceleration of the notes of such series by the holders of at least a majority in aggregate principal amount of the then outstanding notes of such series and a waiver of the payment default that resulted from such acceleration);
|
(5)
|
make any note of such series payable in money other than that stated in the notes of such series;
|
(6)
|
make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of notes of such series to receive payments of principal of, or interest or premium, if any, on, the notes of such series;
|
(7)
|
waive a redemption payment with respect to any note of such series (other than a payment required by one of the covenants described above under the caption “—Repurchase at the Option of Holders”);
|
(8)
|
release any Guarantor from any of its obligations under its related Note Guarantee of the notes of such series or the applicable indenture, except in accordance with the terms of such indenture; or
|
(9)
|
make any change in the preceding amendment and waiver provisions.
|
(1)
|
to cure any ambiguity, defect or inconsistency;
|
(2)
|
to provide for uncertificated notes in addition to or in place of certificated notes;
|
(3)
|
to provide for the assumption of Issuer’s or a Guarantor’s obligations to holders of notes of such series and related Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of Issuer’s or such Guarantor’s assets, as applicable;
|
(4)
|
to effect the release of a Guarantor from its Note Guarantee in respect of such series notes and the termination of such Note Guarantee, all in accordance with the provisions of the applicable indenture governing such release and termination;
|
(5)
|
to add any Guarantor or Note Guarantee with respect to such series or to secure the notes of such series or any related Note Guarantee;
|
(6)
|
to make any change that would provide any additional rights or benefits to the holders of notes of such series or that does not adversely affect the legal rights under the indenture of any such holder in any material respect;
|
(7)
|
to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;
|
(8)
|
to change or eliminate any of the provisions of the applicable indenture; provided that any such change or elimination shall not become effective with respect to any outstanding notes of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision;
|
(9)
|
to provide for the issuance of and establish forms and terms and conditions of a new series of notes as permitted by the base indenture;
|
(10)
|
to conform the text of the applicable supplemental indenture, the notes of such series, or the related Note Guarantees to any provision of the “Description of Notes” section of any prospectus, prospectus supplement, offering memorandum or other offering document relating to the notes to the extent that such provision in such description of notes was intended to be a verbatim recitation of a provision of the applicable indenture, the applicable Note Guarantees, or the notes of such series, in each case, as conclusively evidenced by an officers’ certificate;
|
(11)
|
to provide for the issuance of additional notes of such series, provided that such additional notes have the same terms as, and be deemed part of the same series as, the notes of such series to the extent required under the applicable indenture;
|
(12)
|
to evidence and provide for the acceptance of and appointment by a successor trustee with respect to the notes of such series and to add to or change any of the provisions of the indenture as shall be necessary to provide for or facilitate the administration of the trust by more than one trustee; and
|
(13)
|
to allow any Guarantor of the notes of such series to execute a supplemental indenture and/or a Note Guarantee with respect to the notes of such series.
|
(1)
|
either:
|
(a)
|
all notes of such series that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to Issuer, have been delivered to the trustee for cancellation; or
|
(b)
|
all notes of such series that have not been delivered to the trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year and Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the trustee or its designee as trust funds in trust solely for the benefit of the holders of such series of notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the notes of such series not delivered to the trustee for cancellation for principal of, and premium, if any, and accrued interest to the date of maturity or redemption;
|
(2)
|
no Default or Event of Default with respect to such series of notes has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds, or the imposition of any Liens in connection therewith, to be applied to such deposit, or a Default or Event of Default that will be cured by such discharge);
|
(3)
|
such deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the indenture) to which Issuer or any Guarantor is a party or by which Issuer or any Guarantor is bound;
|
(4)
|
Issuer or any Guarantor has paid or caused to be paid all sums payable by it under the indenture with respect to the notes of such series; and
|
(5)
|
Issuer has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes of such series at maturity or on the redemption date, as the case may be.
|
(1)
|
upon deposit of the Global Notes, DTC will credit the accounts of the Participants designated by the underwriters with portions of the principal amount of the Global Notes; and
|
(2)
|
ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).
|
(1)
|
any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or
|
(2)
|
any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.
|
(1)
|
DTC (a) notifies Issuer that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, Issuer fails to appoint a successor depositary within 120 days after the date of such notice; or
|
(2)
|
Issuer, at its option, notifies the trustee in writing that it elects to cause the issuance of the Certificated Notes; or
|
(3)
|
there has occurred and is continuing a Default or Event of Default with respect to the notes and DTC has notified Issuer and the trustee of its desire to exchange the Global Notes for Certificated Notes.
|
(1)
|
Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and
|
(2)
|
Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.
|
(1)
|
1.0% of the principal amount of the note; or
|
(2)
|
the excess of:
|
(a)
|
the present value at such redemption date of (i) the redemption price of the note at March 16, 2022 (the date that is 30 days prior to the scheduled maturity date of the 2022 notes, in the case of the 2022 notes) and at April 15, 2022 (in the case of the 2027 notes) (in the case of the 2027 notes, such redemption price being set in the applicable table appearing above under the caption “—Optional Redemption”), plus (ii) all required interest payments due on the note through March 16, 2022 (the date that is 30 days prior to the scheduled maturity date of the 2022 notes, in the case of the 2022 notes) and April 15, 2022 (in the case of the 2027 notes) (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over
|
(b)
|
the principal amount of the note, if greater.
|
(1)
|
an Investment by Issuer (or any predecessor thereto) or any of its Restricted Subsidiaries in any other Person pursuant to which such Person shall become a Restricted Subsidiary or shall be merged into or consolidated with Issuer or any of its Restricted Subsidiaries but only if (x) such Person’s primary business constitutes a Permitted Business and (y) the financial condition and results of operations of such Person are not already consolidated with those of Issuer and its Restricted Subsidiaries immediately prior to such Investment, or
|
(a)
|
an acquisition by Issuer (or any predecessor thereto) or any of its Restricted Subsidiaries of the property and assets of any Person, other than Issuer or any of its Restricted Subsidiaries, that constitute all or substantially all of a division, operating unit or line of business of such Person but only (x) if the property and assets so acquired constitute a Permitted Business and (y) the financial condition and results of operations of such Person are not already consolidated with those of Issuer and its Restricted Subsidiaries immediately prior to such acquisition.
|
(1)
|
the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of Issuer and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption “—Repurchase at the Option of Holders—Change of Control Triggering Event” and/or the provisions described above under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets” and not by the provisions of the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales”; and
|
(2)
|
the issuance of Equity Interests in any of Issuer’s Restricted Subsidiaries or the sale by Issuer or any Restricted Subsidiary thereof of Equity Interests in any of its Restricted Subsidiaries.
|
(1)
|
any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $100.0 million;
|
(2)
|
a sale, lease, conveyance or other disposition of assets or Equity Interests between or among Issuer and/or its Restricted Subsidiaries;
|
(3)
|
an issuance or sale of Equity Interests by a Restricted Subsidiary of Issuer to Issuer or to a Restricted Subsidiary of Issuer;
|
(4)
|
the sale, lease, sub-lease, conveyance or other disposition of (a) assets, products, services or accounts receivable in the ordinary course of business, (b) equipment or other assets pursuant to a program for the maintenance or upgrading of such equipment or assets, or (c) any sale, conveyance or other disposition of damaged, worn-out, uneconomic or obsolete assets in the ordinary course of business;
|
(5)
|
the sale, conveyance or other disposition of cash or Cash Equivalents;
|
(6)
|
a surrender or waiver of contract rights or settlement, release or surrender of contract, tort or other claims in the ordinary course of business or a grant of a Lien not prohibited by the indenture;
|
(7)
|
a Restricted Payment that does not violate the covenant described above under the caption “—Certain Covenants—Restricted Payments”;
|
(8)
|
arms-length sales, leases or sub-leases (as lessor or sublessor), sale and leasebacks, assignments, conveyances, transfers or other dispositions of assets or rights to a Person that is a Permitted Joint Venture Investment;
|
(9)
|
licenses and sales of intellectual property or other general intangibles (other than FCC Licenses) in the ordinary course of business;
|
(10)
|
a Permitted Investment;
|
(11)
|
dispositions of assets to the ISIS Joint Venture;
|
(12)
|
one or more sales, conveyances, leases, subleases, licenses, contributions, or other dispositions, assignments or transfers made as part of, or in connection with, the Towers Transaction; or
|
(13)
|
the settlement or early termination of any Permitted Bond Hedge Transaction.
|
(1)
|
with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;
|
(2)
|
with respect to a partnership, the Board of Directors of the general partner of the partnership;
|
(3)
|
with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and
|
(4)
|
with respect to any other Person, the board or committee of such Person serving a similar function.
|
(1)
|
in the case of a corporation, corporate stock;
|
(2)
|
in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
|
(3)
|
in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests, respectively; and
|
(4)
|
any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.
|
(1)
|
United States dollars;
|
(2)
|
securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than two years from the date of acquisition;
|
(3)
|
demand deposits, certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;
|
(4)
|
repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;
|
(5)
|
commercial paper having one of the two highest ratings obtainable from a Rating Agency at the date of acquisition and, in each case, maturing within one year after the date of acquisition;
|
(6)
|
securities issued and fully guaranteed by any state, commonwealth or territory of the United States, or by any political subdivision or agency or instrumentality thereof, rated at least “A” by a Rating Agency at the date of acquisition and having maturities of not more than two years after the date of acquisition;
|
(7)
|
auction rate securities rated at least “AA-” or “Aa3” by a Rating Agency at the time of purchase and with reset dates of one year or less from the time of purchase;
|
(8)
|
investments, classified in accordance with GAAP as current assets of Issuer or any of its Restricted Subsidiaries, in money market funds, mutual funds or investment programs registered under the Investment Company Act of 1940, at least 90% of the portfolios of which constitute investments of the character, quality and maturity described in clauses (1) through (7) of this definition;
|
(9)
|
in the case of any Person that is operating outside the United States or anticipates operating outside the United States within the next 12 months, any substantially similar investment to the kinds described in clauses (1) through (7) of this definition rated at least “P-2” by Moody’s or “A-2” by S&P or the equivalent thereof; and
|
(10)
|
deposits or payments made to the FCC in connection with the auction or licensing of Governmental Authorizations that are fully refundable.
|
(1)
|
the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Issuer and its Restricted Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act) other than any such disposition to a Restricted Subsidiary or a Permitted Holder;
|
(2)
|
the adoption of a plan relating to the liquidation or dissolution of Issuer;
|
(3)
|
the consummation of any transaction (including any merger or consolidation), the result of which is that any “person” (as defined above), other than a Permitted Holder, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Parent (or its successor by merger, consolidation or purchase of all or substantially all of its assets or its equity), measured by voting power rather than number of shares; or
|
(4)
|
Issuer ceases to be a direct or indirect Wholly-Owned Subsidiary of Parent.
|
(1)
|
provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus
|
(2)
|
the Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period, to the extent that such Consolidated Interest Expense was deducted in computing such Consolidated Net Income; plus
|
(3)
|
depreciation, amortization (including non-cash impairment charges and any write-off or write-down or amortization of intangibles but excluding amortization of ordinary course prepaid cash expenses that were paid in a prior period) and other non-cash expenses or charges (excluding any such non-cash expense to the extent that it represents an ordinary course accrual of or reserve for cash expenses in any future period or amortization of any ordinary course prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses or charges were deducted in computing such Consolidated Net Income; plus
|
(4)
|
any net after-tax extraordinary, nonrecurring or unusual gains or losses or income, expenses or charges (including all fees and expenses relating thereto), including (a) any fees, expenses and costs relating to the Towers Transaction, (b) any fees, expenses or charges related to any sale or offering of Equity Interests of such Person or Parent, any acquisition or disposition or any Indebtedness, in each case that is permitted to be incurred hereunder (in each case, whether or not successful), or the offering, amendment or modification of any debt instrument, including the offering, any amendment or other modification of the notes, provided that Consolidated Cash Flow shall not be deemed to be increased by more than $250.0 million in any twelve-month period pursuant to this clause (b), (c) any premium, penalty or fee paid in relation to any repayment, prepayment or repurchase of Indebtedness, (d) any fees or expenses relating to the MetroPCS Transactions and the offering, issuance and sale (in each case, whether or not successful) of the DT Notes and any “Exchange Notes” (as defined in the base indenture) issued in respect thereof and the Permitted MetroPCS Notes and any “Exchange Notes” (as defined in the $3.5B Notes Indenture), and (e) restructuring charges, integration costs (including retention, relocation and contract termination costs) and related costs and charges, provided such costs and charges under this clause (e) shall not exceed $300.0 million in any twelve-month period, plus, for the first four years after the Closing Date, up to an additional $300.0 million in any twelve-month period related to the MetroPCS Transactions; plus
|
(5)
|
New Market Losses, up to a maximum aggregate amount of $300.0 million in any twelve-month period; minus
|
(6)
|
non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP.
|
(1)
|
the consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued (including amortization of debt issuance costs or original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of payments (if any) pursuant to Hedging Obligations); plus
|
(2)
|
the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus
|
(3)
|
any interest expense on that portion of Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries (whether or not such Guarantee or Lien is called upon); plus
|
(4)
|
the product of (a) all dividend payments on any series of Preferred Stock of such Person or any of its Restricted Subsidiaries; times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal;
|
(1)
|
the positive Net Income of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;
|
(2)
|
solely for the purpose of determining the amount available for Restricted Payments under clause 3(A) of the second paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments” the Net Income of any Restricted Subsidiary that is not a Guarantor will be excluded to the
|
(3)
|
the effect of a change in accounting principles or in the application thereof (including any change to IFRS and any cumulative effect adjustment) will be excluded;
|
(4)
|
unrealized losses and gains attributable to Hedging Obligations, including those resulting from the application of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 815, will be excluded; and
|
(5)
|
any non-cash compensation charge or expense realized from grants of stock, stock appreciation or similar rights, stock option or other rights to officers, directors and employees, will be excluded.
|
(1)
|
pro forma effect shall be given to Asset Dispositions and Asset Acquisitions (including the MetroPCS Merger and including giving pro forma effect to any related financing transactions and the application of proceeds of any Asset Disposition) that occur during such four-quarter period or subsequent to such four quarter period but on or prior to the date on which the Debt to Cash Flow Ratio is to be calculated as if they had occurred and such proceeds had been applied on the first day of such four-quarter period;
|
(2)
|
pro forma effect shall be given to asset dispositions and, asset acquisitions (including giving pro forma effect to any related financing transactions and the application of proceeds of any asset disposition) that
|
(3)
|
to the extent that the pro forma effect of any transaction is to be made pursuant to clause (1) or (2) above, such pro forma effect shall be determined in good faith on a reasonable basis by a responsible financial or accounting officer of the specified Person, whose determination shall be conclusive, as if the subject transaction(s) had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period shall be calculated without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income;
|
(4)
|
the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of (without duplication of clauses (1) and (2) above) prior to the date on which the Debt to Cash Flow Ratio is to be calculated, shall be excluded;
|
(5)
|
any Person that is a Restricted Subsidiary on the date on which the Debt to Cash Flow Ratio is to be calculated will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period; and
|
(6)
|
any Person that is not a Restricted Subsidiary on the date on which the Debt to Cash Flow Ratio is to be calculated will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period.
|
(1)
|
interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;
|
(2)
|
other agreements or arrangements designed to manage interest rates or interest rate risk; and
|
(3)
|
other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices,
|
(1)
|
any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:
|
(a)
|
in respect of borrowed money;
|
(b)
|
evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);
|
(c)
|
in respect of banker’s acceptances;
|
(d)
|
representing Capital Lease Obligations;
|
(e)
|
representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or
|
(f)
|
representing any Hedging Obligations; and
|
(2)
|
any financial liabilities recorded in respect of the upfront proceeds received in connection with the Towers Transaction,
|
(1)
|
with respect to Moody’s (or any successor company acquiring all or substantially all of its assets), a rating of Baa3 (or its equivalent under any successor rating category of Moody’s) or better;
|
(2)
|
with respect to S&P (or any successor company acquiring all or substantially all of its assets), a rating of BBB- (or its equivalent under any successor rating category of S&P) or better;
|
(3)
|
with respect to Fitch (or any successor company acquiring all or substantially all of its assets), a rating of BBB- (or its equivalent under any successor rating category of Fitch) or better; and
|
(4)
|
if any Rating Agency ceases to exist or ceases to rate the notes for reasons outside of the control of Issuer, the equivalent investment grade credit rating for the notes from any other “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by Issuer as a replacement agency.
|
(1)
|
any gain (or loss), together with any related provision for taxes on such gain (or loss) realized in connection with: (a) dispositions of assets (other than in the ordinary course of business); or (b) the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and
|
(2)
|
any extraordinary gain (or loss), together with any related provision for taxes on such extraordinary gain (or loss).
|
(1)
|
as to which neither Issuer nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), subject to customary “bad-boy” exceptions, (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;
|
(2)
|
no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of Issuer or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and
|
(3)
|
as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of Issuer or any of its Restricted Subsidiaries.
|
(1)
|
any Investment in Issuer or in any Restricted Subsidiary of Issuer;
|
(2)
|
any Investment in Cash Equivalents;
|
(3)
|
any Investment by Issuer or any Restricted Subsidiary of Issuer in a Person, if as a result of such Investment:
|
(a)
|
such Person becomes a Restricted Subsidiary of Issuer; or
|
(b)
|
such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Issuer or a Restricted Subsidiary of Issuer;
|
(4)
|
any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales”;
|
(5)
|
any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of Issuer or Equity Interests of Parent;
|
(6)
|
any Investments received in compromise or resolution of (A) obligations of trade creditors or customers that were incurred in the ordinary course of business of Issuer or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (B) litigation, arbitration or other disputes with Persons who are not Affiliates;
|
(7)
|
Investments represented by Hedging Obligations;
|
(8)
|
loans or advances to employees made in the ordinary course of business of Issuer or any Restricted Subsidiary of Issuer in an aggregate principal amount not to exceed $50.0 million at any one time outstanding;
|
(9)
|
any payment on or with respect to, or purchase, redemption, defeasement or other acquisition or retirement for value of (i) the notes, and any additional notes of the same series, (ii) the DT Notes, and any additional notes of the same series, and any Exchange Notes (as defined in the base indenture) relating thereto, (iii) any of the $3.5B Notes or (iv) any other Indebtedness that is pari passu with the notes;
|
(10)
|
advances and prepayments for asset purchases in the ordinary course of business in a Permitted Business of Issuer or any of its Restricted Subsidiaries;
|
(11)
|
Investments existing on the Closing Date, including Investments held by MetroPCS Wireless, Inc., Issuer and their Subsidiaries immediately prior to the MetroPCS Merger;
|
(12)
|
Investments in the ISIS Joint Venture having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (12) since the Closing Date that are at that time outstanding, not to exceed $300.0 million;
|
(13)
|
Permitted Bond Hedge Transactions which constitute Investments;
|
(14)
|
(a) Permitted Joint Venture Investments, and (b) other Investments in any Person other than an Affiliate of Issuer (excluding any Person that is an Affiliate of Issuer solely by reason of Parent’s ownership, directly or indirectly, of Equity Interests or Parent’s control, of such Person or which becomes an Affiliate as a result of such Investment), to the extent such Investment under (a) or (b) has an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (14) that are at the time outstanding, not to exceed 12.5% of Issuer’s Total Assets on the date of such Investment;
|
(15)
|
Investments in a Person primarily engaged in a Permitted Business having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (15) since the Closing Date that are at that time outstanding, not to exceed $250.0 million;
|
(16)
|
guarantees permitted under the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; and
|
(17)
|
deposits or payments made with the FCC in connection with the auction or licensing of Governmental Authorizations;
|
(18)
|
any Investment deemed made from time to time pursuant to the covenant described under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries” in connection with a Specified Unrestricted Subsidiary Designation, in an amount equal to the aggregate Fair Market Value of all outstanding Investments owned by Issuer and its Restricted Subsidiaries in the Subsidiaries designated as Unrestricted Subsidiaries pursuant to such Specified Unrestricted Subsidiary Designation, but only to the extent not in excess of the aggregate Fair Market Value of all outstanding Investments owned by Issuer and its Restricted Subsidiaries in such designated Subsidiaries as of the Closing Date (for this purpose, it shall be assumed, as regards to Investments in any Designated Tower Entity, that all wireless communications sites, towers, and related contracts, equipment, improvements, real estate, and other assets of Issuer and its Subsidiaries subject to the Towers Transaction that are contemplated to be transferred to the Designated Tower Entities in accordance with the terms of the Towers Transaction, as contemplated in the Towers Transaction Agreements as in effect as of March 19, 2013, had been transferred to the Designated Tower Entities, whether or not all such transfers have in fact then taken place, but disregarding any transfers of assets not part of the Towers Transaction as contemplated in the Towers Transaction Agreements as in effect as of March 19, 2013);
|
(19)
|
any other Investments made in connection with the Towers Transaction, as contemplated in the Towers Transaction Agreements as in effect as of March 19, 2013;
|
(20)
|
other Investments; provided that the Debt to Cash Flow Ratio calculated on a pro forma basis in the manner described in the definition of “Debt to Cash Flow Ratio” after giving effect to such Investment would be equal to or less than 3.50 to 1.00; and
|
(21)
|
any other Investments made in connection with the Existing Sprint Spectrum Program.
|
(1)
|
Liens securing Indebtedness and other Obligations under Credit Facilities and/or securing Hedging Obligations related thereto permitted by clauses (1), (8) and (19) of the second paragraph of the covenant entitled “—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” provided that any secured Permitted Refinancing Indebtedness incurred in respect of Indebtedness or other Obligations previously secured pursuant to this clause (1) will be treated as Indebtedness secured pursuant to this clause (1) in making any determination as to whether additional Indebtedness or other Obligations may be secured pursuant to this clause (1);
|
(2)
|
Liens in favor of Issuer or the Guarantors;
|
(3)
|
Liens on property of a Person existing at the time such Person becomes a Restricted Subsidiary or is merged with or into or consolidated with Issuer or any Subsidiary of Issuer; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets (other than improvements thereon, accessions thereto and proceeds thereof) other than those of the Person that becomes a Restricted Subsidiary or is merged into or consolidated with Issuer or the Subsidiary;
|
(4)
|
Liens on property (including Capital Stock) existing at the time of acquisition of the property by Issuer or any Subsidiary of Issuer; provided that such Liens were in existence prior to, and not incurred in contemplation of, such acquisition;
|
(5)
|
(a) bankers’ Liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution, and (b) Liens, deposits (including deposits with the FCC) or pledges to secure the performance of bids, tenders, trade or governmental contracts, leases, licenses, statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;
|
(6)
|
Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant entitled “—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” covering only the assets (including the proceeds thereof, accessions thereto and upgrades thereof) acquired with or financed by such Indebtedness;
|
(7)
|
Liens existing on the Closing Date (including Liens on the assets of MetroPCS Wireless, Inc. and its Subsidiaries existing immediately prior to the MetroPCS Merger);
|
(8)
|
Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;
|
(9)
|
Liens imposed by law or contract, such as carriers’, warehousemen’s, suppliers’, vendors’, construction, repairmen’s, landlord’s and mechanics’ Liens or other similar Liens, in each case, incurred in the ordinary course of business;
|
(10)
|
survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;
|
(11)
|
Liens arising by reason of a judgment, attachment, decree or court order, to the extent not otherwise resulting in an Event of Default, and any Liens that are required to protect or enforce any rights in any administrative, arbitration or other court proceedings in the ordinary course of business;
|
(12)
|
Liens created for the benefit of (or to secure) the notes (or the Note Guarantees);
|
(13)
|
Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under the indenture; provided, however, that:
|
(a)
|
the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to such property and assets and proceeds or distributions of such property and assets and improvements and accessions thereto); and
|
(b)
|
the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount, or, if greater, committed amount, of the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;
|
(14)
|
(a) Liens contained in purchase and sale agreements or lease agreements limiting the transfer of assets pending the closing of the transactions contemplated thereby or the termination of the lease, respectively, (b) spectrum leases or other similar lease or licensing arrangements contained in, or entered into in connection with, purchase and sale agreements, and (c) Liens relating to deposits or escrows established in connection with purchase and sale agreements;
|
(15)
|
Liens that may be deemed to exist by virtue of contractual provisions that restrict the ability of Issuer or any of its Subsidiaries from granting or permitting to exist Liens on their respective assets;
|
(16)
|
Liens in favor of the trustee as provided for in the indenture on money or property held or collected by the trustee in its capacity as trustee;
|
(17)
|
Liens on cash or Cash Equivalents securing (a) workers’ compensation claims, self-insurance obligations, unemployment insurance or other social security, old age pension, bankers’ acceptances, performance bonds, completion bonds, bid bonds, appeal bonds, indemnity bonds, specific performance or injunctive relief bonds, surety bonds, public liability obligations, or other similar bonds or obligations, or securing any Guarantees or letters of credit functioning as or supporting any of the foregoing, in each case incurred in the ordinary course of business or (b) letters of credit required to be issued for the benefit of any Person that controls a Permitted Joint Venture Investment to secure any put right for the benefit of the Person controlling the Permitted Joint Venture Investment;
|
(18)
|
Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into in the ordinary course of business covering only the property under lease (plus improvements and accessions to such property and proceeds or distributions of such property and improvements and accessions thereto);
|
(19)
|
any interest or title of a lessor, licensor or sublicensor in the property subject to any lease, license or sublicense entered into in the ordinary course of business;
|
(20)
|
Liens on cash or Cash Equivalents on deposit to secure reimbursement obligations under letters of credit incurred in the ordinary course of business;
|
(21)
|
Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any Person that is a Permitted Joint Venture Investment owned by Issuer or any Restricted Subsidiary to the extent securing Non-Recourse Debt or other Indebtedness of such Unrestricted Subsidiary or Person;
|
(22)
|
Liens arising under operating agreements, joint venture agreements, partnership agreements, contracts for sale and other agreements arising in the ordinary course of business that are customary in the Permitted Business, and applicable only to the assets that are the subject of such agreements or contracts;
|
(23)
|
Liens securing Hedging Obligations;
|
(24)
|
Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;
|
(25)
|
Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;
|
(26)
|
Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
|
(27)
|
Liens securing any arrangement for treasury, depositary or cash management services provided to Issuer or any of its Restricted Subsidiaries in the ordinary course of business;
|
(28)
|
Liens with respect to obligations that do not exceed at any time the greater of (x) $500.0 million and (y) 1.0% of Issuer’s Total Assets at such time;
|
(29)
|
Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements; and
|
(30)
|
Liens, if any, incurred in connection with the Towers Transaction or the Existing Sprint Spectrum Program.
|
(1)
|
payments to Parent to permit Parent to pay reasonable accounting, legal, investment banking fees and administrative expenses of Parent when due; and
|
(2)
|
for so long as Issuer is a member of a group filing a consolidated or combined tax return with Parent, payments to Parent in respect of an allocable portion of the tax liabilities of such group that is attributable to Issuer and its Subsidiaries (“Tax Payments”). The Tax Payments shall not exceed the lesser of (i) the amount of the relevant tax (including any penalties and interest) that Issuer would owe if Issuer were filing a separate tax return (or a separate consolidated or combined return with its Subsidiaries that are members of the consolidated or combined group), taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of Issuer and such Subsidiaries from other taxable years and (ii) the net amount of the relevant tax that Parent actually owes to the appropriate taxing authority.
|
(1)
|
the principal amount or, in the case of Disqualified Stock or Preferred Stock, liquidation preference, of the Indebtedness, Disqualified Stock or Preferred Stock so Refinanced (plus, in the case of Indebtedness, the amount of accrued interest and premium, if any paid in connection therewith), and
|
(2)
|
if the Indebtedness being Refinanced was issued with any original issue discount, the accreted value of such Indebtedness (as determined in accordance with GAAP) at the time of such Refinancing;
|
(1)
|
such Indebtedness, Disqualified Stock or Preferred Stock has a final maturity date or redemption date, as applicable, later than the final maturity date or redemption date, as applicable, of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness, Disqualified Stock or Preferred Stock being Refinanced;
|
(2)
|
if the Indebtedness, Disqualified Stock or Preferred Stock being Refinanced is contractually subordinated in right of payment to the notes, such Indebtedness, Disqualified Stock or Preferred Stock is contractually subordinated in right of payment to, the notes, on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness, Disqualified Stock or Preferred Stock being Refinanced at the time of the Refinancing; and
|
(3)
|
such Indebtedness or Disqualified Stock is incurred or issued by Issuer or such Indebtedness, Disqualified Stock or Preferred Stock is incurred or issued by the Restricted Subsidiary who is the obligor on the Indebtedness being Refinanced or the issuer of the Disqualified Stock or Preferred Stock being Refinanced, or a Restricted Subsidiary of such obligor or issuer.
|
(1)
|
with respect to Issuer, any Indebtedness of Issuer which is by its terms subordinated in right of payment to the notes of the applicable series; and
|
(2)
|
with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in right of payment to such Guarantor’s Guarantee of the notes of the applicable series.
|
(1)
|
any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and
|
(2)
|
any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).
|
(1)
|
with respect to the 2022 notes and any redemption date, the yield to maturity of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to March 16, 2022; provided, however, that if the period from such redemption date to March 16, 2022 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. Issuer will (1) calculate the Treasury Rate on the third business day preceding the applicable redemption date and (2) prior to such redemption date file with the trustee an officers’ certificate setting forth the Applicable Premium and the Treasury Rate and showing the calculation of each in reasonable detail;
|
(2)
|
with respect to the 2027 notes and any redemption date, the yield to maturity of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to April 15, 2022; provided, however, that if the period from such redemption date to April 15, 2022, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. Issuer will (1) calculate the Treasury Rate on the third business day preceding the applicable redemption date and (2) prior to such redemption date file with the trustee an officers’ certificate setting forth the Applicable Premium and the Treasury Rate and showing the calculation of each in reasonable detail.
|
(1)
|
except as permitted by the covenant described above under the caption “—Certain Covenants—Transactions with Affiliates,” such Subsidiary is not party to any agreement, contract, arrangement or understanding with Issuer or any Restricted Subsidiary of Issuer unless the terms of any such agreement, contract, arrangement or understanding are, taken as a whole, no less favorable to Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Issuer;
|
(2)
|
such Subsidiary does not hold any Liens on any property of Parent, Issuer or any of its Restricted Subsidiaries; and
|
(3)
|
such Subsidiary has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Issuer or any of its Restricted Subsidiaries, except to the extent that such guarantee or credit support would be released upon such designation.
|
(1)
|
the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by
|
(2)
|
the then outstanding principal amount of such Indebtedness.
|
•
|
are general unsecured, unsubordinated obligations of Issuer;
|
•
|
are senior in right of payment to any future Indebtedness of Issuer to the extent that such future Indebtedness provides by its terms that it is subordinated to the notes;
|
•
|
are equal in right of payment with any of Issuer’s existing and future Indebtedness and other liabilities that are not by their terms subordinated in right of payment to the notes, including, without limitation, the other Existing T-Mobile Unsecured Notes;
|
•
|
are effectively subordinated to Issuer’s existing and future secured Indebtedness, including the Existing T-Mobile Secured Notes and borrowings under the Credit Agreement to the extent of the value of Issuer’s assets constituting collateral securing such Indebtedness;
|
•
|
are structurally subordinated to all of the liabilities and any future preferred stock of Issuer’s non-guarantor subsidiaries; and
|
•
|
are unconditionally guaranteed on a senior unsecured basis by the Guarantors.
|
•
|
is a general unsecured, unsubordinated obligation of that Guarantor;
|
•
|
is senior in right of payment to any future Indebtedness of that Guarantor to the extent that such future Indebtedness provides by its terms that it is subordinated in right of payment to such Guarantor’s guarantee of the notes;
|
•
|
is equal in right of payment with all existing and future Indebtedness and other liabilities of that Guarantor that are not by their terms subordinated to its guarantee of the notes, including, without limitation, any guarantees of the other Existing T-Mobile Unsecured Notes;
|
•
|
is effectively subordinated to that Guarantor’s existing and future secured Indebtedness, including its guarantee of the Existing T-Mobile Secured Notes and the borrowings under the Credit Agreement to the extent of the value of the assets of such Guarantor constituting collateral securing that Indebtedness; and
|
•
|
is structurally subordinated to all of the Indebtedness and other liabilities and any future preferred stock of any subsidiaries of such Guarantor that do not guarantee the notes.
|
(1)
|
immediately after giving effect to that transaction, no Default or Event of Default exists in respect of the notes of such series; and
|
(2)
|
either:
|
(a)
|
subject to the following paragraph and if it is not already a Guarantor of the notes of such series, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the indenture and its Note Guarantee of the notes of such series pursuant to a supplemental indenture; or
|
(b)
|
such sale or other disposition complies with the “Asset Sale” provisions of the indenture (it being understood that only such portion of the Net Proceeds as is or is required to be applied on or before the date of such release in accordance with the terms of the indenture needs to be so applied).
|
(1)
|
only in the case of a Subsidiary Guarantor, in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) Issuer or a Restricted Subsidiary of Issuer, if the sale or other disposition is not prohibited by the “Asset Sale” provisions of the indenture;
|
(2)
|
only in the case of a Subsidiary Guarantor, in connection with any issuance, sale or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) Issuer or a Restricted Subsidiary of Issuer, if the issuance, sale or other disposition does not violate the “Asset Sale” or “Restricted Investment” provisions of the indenture, and the Subsidiary Guarantor ceases to be a Wholly-Owned Subsidiary of Issuer as a result of such sale or other disposition and does not guarantee any Specified Issuer Indebtedness;
|
(3)
|
if such Guarantor (other than Parent) ceases to guarantee any Specified Issuer Indebtedness and such Guarantor would not otherwise be required to guarantee the series of notes pursuant to the covenant described below under the caption “—Certain Covenants—Additional Note Guarantees”;
|
(4)
|
if Issuer designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture;
|
(5)
|
upon the legal defeasance, covenant defeasance, or satisfaction and discharge of the indenture as provided below under the captions “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge”;
|
(6)
|
upon the liquidation or dissolution of such Guarantor (other than Parent) provided no Default or Event of Default has occurred that is continuing; or
|
(7)
|
if such Guarantor becomes an Immaterial Subsidiary and such Guarantor would not otherwise be required to guarantee the series of notes pursuant to the covenant described below under the caption “—Certain Covenants—Additional Note Guarantees.”
|
•
|
at least 50% of the aggregate principal amount of the 2026 notes issued under the applicable indenture (excluding 2026 notes held by Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and
|
•
|
the redemption occurs within 180 days of the date of the closing of such sale of Equity Interests by Issuer or the date of contribution to Issuer’s common equity capital made with an amount equal to the net cash proceeds of one or more sales of Equity Interests of Parent.
|
Year
|
| |
Percentage
|
2021
|
| |
102.250%
|
2022
|
| |
101.125%
|
2023 and thereafter
|
| |
100.000%
|
•
|
at least 50% of the aggregate principal amount of the 2028 notes issued under the applicable indenture (excluding 2028 notes held by Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and
|
•
|
the redemption occurs within 180 days of the date of the closing of such sale of Equity Interests by Issuer or the date of contribution to Issuer’s common equity capital made with an amount equal to the net cash proceeds of one or more sales of Equity Interests of Parent.
|
Year
|
| |
Percentage
|
2023
|
| |
102.375%
|
2024
|
| |
101.583%
|
2025
|
| |
100.792%
|
2026 and thereafter
|
| |
100.000%
|
(1)
|
accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;
|
(2)
|
deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and
|
(3)
|
deliver or cause to be delivered to the paying agent the notes properly accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being purchased by Issuer.
|
(1)
|
Issuer (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and
|
(2)
|
at least 75% of the consideration received by Issuer or such Restricted Subsidiary in the Asset Sale and all other Asset Sales since the Closing Date is in the form of cash, Cash Equivalents or Replacement Assets or a combination thereof. For purposes of this provision, each of the following will be deemed to be cash:
|
(a)
|
any liabilities, as shown on Issuer’s most recent consolidated balance sheet (or as would be shown on Issuer’s consolidated balance sheet as of the date of such Asset Sale), of Issuer or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a novation agreement that releases Issuer or such Restricted Subsidiary from further liability;
|
(b)
|
any securities, notes or other obligations received by Issuer, or any such Restricted Subsidiary, from such transferee that are converted by Issuer or such Restricted Subsidiary into cash, Cash Equivalents or Replacement Assets within 90 days after such Asset Sale, to the extent of the cash, Cash Equivalents or Replacement Assets received in that conversion;
|
(c)
|
consideration consisting of Indebtedness of Issuer or a Restricted Subsidiary (other than Subordinated Indebtedness) received after the Series Issue Date from Persons who are not Issuer or any Restricted Subsidiary; and
|
(d)
|
any Designated Non-cash Consideration received by Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value (as determined in good faith by Issuer), taken together with all other Designated Non-cash Consideration received pursuant to this clause (d) that is at any time outstanding, not to exceed 5% of Issuer’s Total Assets (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value).
|
(1)
|
to purchase Replacement Assets;
|
(2)
|
to prepay, repay, defease, redeem, purchase or otherwise retire Indebtedness and other Obligations under a Credit Facility or Indebtedness secured by property that is subject to such Asset Sale and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;
|
(3)
|
to prepay, repay, defease, redeem, purchase or otherwise retire Obligations under Indebtedness that is not Subordinated Indebtedness other than the Indebtedness described in clause (2) above (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto); provided that Issuer shall equally and ratably prepay, repay, defease, redeem, purchase or otherwise retire (or offer to prepay, repay, defease, redeem, purchase or otherwise retire, as applicable) Obligations under the notes on a pro rata basis for no less than 100% of the principal amount thereof plus accrued and unpaid interest, if any, thereon to, but not including, the applicable redemption date; or
|
(4)
|
if the assets subject to such Asset Sale are the property or assets of a Restricted Subsidiary that is not a Guarantor, to prepay, repay, defease, redeem, purchase or otherwise retire Indebtedness of such Restricted Subsidiary or Indebtedness of any other Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to Issuer or any Restricted Subsidiary.
|
(1)
|
the notes of such series are rated Investment Grade by two out of the three Rating Agencies; and
|
(2)
|
no Default or Event of Default shall have occurred and be continuing with respect to the notes of such series (other than with respect to the covenants specifically listed under the following captions),
|
(1)
|
“—Repurchase at the Option of Holders—Asset Sales”;
|
(2)
|
“—Restricted Payments”;
|
(3)
|
“—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;
|
(4)
|
“—Dividend and Other Payment Restrictions Affecting Subsidiaries”;
|
(5)
|
“—Transactions with Affiliates”;
|
(6)
|
“—Designation of Restricted and Unrestricted Subsidiaries”; and
|
(7)
|
clauses (3) (to the extent that a Default or Event of Default exists by reason of one or more of the covenants specifically listed in this paragraph) and (4) of the covenant described below under the caption “—Merger, Consolidation or Sale of Assets.”
|
(1)
|
declare or pay (without duplication) any dividend, or make any other payment or distribution, on account of Issuer’s or any of its Restricted Subsidiaries’ Equity Interests (including any payment in connection with any merger or consolidation involving Issuer or any of its Restricted Subsidiaries) or to the direct or indirect holders of Issuer’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of Issuer and other than dividends or distributions payable to Issuer or a Restricted Subsidiary of Issuer);
|
(2)
|
purchase, redeem or otherwise acquire or retire for value (including in connection with any merger or consolidation involving Issuer) any Equity Interests of Issuer or any direct or indirect parent of Issuer;
|
(3)
|
make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Indebtedness (excluding any intercompany Indebtedness between or among Issuer and any of its Restricted Subsidiaries), except a payment of interest or principal at the Stated Maturity thereof; or
|
(4)
|
make any Restricted Investment (all such payments and other actions set forth in clauses (1) through (4) above being collectively referred as “Restricted Payments”),
|
(a)
|
no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;
|
(b)
|
Issuer would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt to Cash Flow Ratio test set forth in the first paragraph of the covenant described below under the caption “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; and
|
(c)
|
such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Issuer and its Restricted Subsidiaries since the Closing Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8), (9), (11), (12), (13), (14), (15), (16) and (17) of the next succeeding paragraph), is less than the sum, without duplication, of:
|
(i)
|
100% of Issuer’s Consolidated Cash Flow for the period (taken as one accounting period) from and after the Closing Date to the end of Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, less the product of 1.4 times Issuer’s Consolidated Interest Expense for the same period; plus
|
(ii)
|
100% of the aggregate net cash proceeds, and the Fair Market Value of any property other than cash, in each case received by Issuer after the Closing Date as a contribution to its common equity capital (other than any such contribution resulting, or deemed to result, from the MetroPCS Merger) or from the issue or sale of Equity Interests of Issuer (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of Issuer that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of Issuer); plus
|
(iii)
|
to the extent that any Restricted Investment that was made after the Closing Date, or, that any Restricted Investment that was made by MetroPCS Wireless, Inc. or any of its Restricted Subsidiaries after November 3, 2006 and prior to the Closing Date (provided that, and solely to the extent that, such Restricted Investment, at the time made, reduced the amount that would be calculated pursuant to clause (vii) below), is sold for cash or Cash Equivalents, or otherwise is liquidated or repaid for cash or Cash Equivalents, an amount equal to such cash and Cash Equivalents; plus
|
(iv)
|
to the extent that any Unrestricted Subsidiary of Issuer designated as such after the Closing Date is redesignated as a Restricted Subsidiary after the Closing Date, the Fair Market Value of Issuer’s Investment in such Subsidiary as of the date of such redesignation; other than to the extent such Investment constituted a Permitted Investment; plus
|
(v)
|
100% of any cash dividends or cash distributions, and the Fair Market Value of any property other than cash, in each case actually received directly or indirectly by Issuer or a Restricted Subsidiary of Issuer that is a Guarantor after the Closing Date from an Unrestricted Subsidiary of Issuer, in each case, to the extent that such dividends, cash distributions or other property were not otherwise included in the Consolidated Net Income of Issuer for such period and other than to the extent such Investment constituted a Permitted Investment; minus
|
(vi)
|
the aggregate amount of any Net Equity Proceeds taken into account for purposes of incurring Indebtedness pursuant to clause (14) the definition of “Permitted Debt” set forth below under the caption “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” after the Closing Date; plus
|
(vii)
|
the amount that would be calculated immediately prior to the consummation of the MetroPCS Merger on the Closing Date pursuant to clause (3) of the second paragraph of Section 4.07(a) of the September 2010 Senior Notes Indenture, as in effect immediately prior to the effectiveness of the December 2012 Sixth Supplemental Indenture (provided that any calculation of cumulative Consolidated Cash Flow and Consolidated Interest Expense in subclause (A) of such clause
|
(1)
|
the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of the indenture;
|
(2)
|
the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of Issuer) of, Equity Interests of Issuer (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to Issuer; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(b) of the preceding paragraph; provided, further, that any Net Equity Proceeds (x) used for making a Restricted Investment pursuant to clause (10) of this paragraph or (y) taken into account for purposes of incurring Indebtedness pursuant to clause (14) of the definition of “Permitted Debt” set forth below under the caption “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” may not also be used to make a Restricted Payment pursuant to this clause (2);
|
(3)
|
the repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of Issuer or any Subsidiary Guarantor with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;
|
(4)
|
the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of Issuer to the holders of its Equity Interests on a pro rata basis;
|
(5)
|
the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Parent, Issuer, any Restricted Subsidiary of Issuer or any direct or indirect parent of Issuer held by any current or former officer, director, employee or consultant of Parent, Issuer or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed an amount equal to $50.0 million in any fiscal year; provided, further, that such amount in any fiscal year may be increased by an amount equal to (a) the net cash proceeds contributed to Issuer from the sale of Equity Interests of Parent to current or former members of management, directors, consultants or employees that occurs after the Closing Date plus (b) the net cash proceeds of key man life insurance policies received by Parent or its Restricted Subsidiaries after the Closing Date; provided, further, that such amount in any fiscal year shall be reduced by the amount of Indebtedness incurred in such fiscal year pursuant to clause (21) of the second paragraph of the covenant described below under the caption “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;
|
(6)
|
the repurchase, redemption or other acquisition or retirement of Equity Interests deemed to occur upon the exercise or exchange of stock options, warrants or other similar rights to the extent such Equity Interests represent a portion of the exercise or exchange price of those stock options, warrants or other similar rights, and the repurchase, redemption or other acquisition or retirement of Equity Interests made in lieu of withholding taxes resulting from the vesting, exercise or exchange of stock options, warrants or other similar rights;
|
(7)
|
the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of Issuer or any Restricted Subsidiary of Issuer issued on or after the Closing Date in accordance with the Debt to Cash Flow Ratio test described below under the caption “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;
|
(8)
|
Permitted Payments to Parent;
|
(9)
|
the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Parent to the extent necessary to comply with law or to prevent the loss or secure the renewal or reinstatement of any FCC License held by Issuer or any of its Subsidiaries;
|
(10)
|
Restricted Investments in an amount equal to 100% of the aggregate amount of any Net Equity Proceeds, less the aggregate amount of any Net Equity Proceeds (x) used for making a Restricted Payment pursuant to clause (2) of this paragraph or (y) taken into account for purposes of incurring Indebtedness pursuant to clause (14) of the definition of “Permitted Debt” set forth below under the caption “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;
|
(11)
|
payments made to DT or its Subsidiaries from the proceeds of the Towers Transaction;
|
(12)
|
the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under the captions “—Repurchase at the Option of Holders—Change of Control Triggering Event” and “—Repurchase at the Option of Holders—Asset Sales”; provided that all notes tendered by the holders of the notes in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or otherwise acquired for value;
|
(13)
|
Restricted Payments in connection with the Cash Payment, as defined in the MetroPCS Business Combination Agreement;
|
(14)
|
the making of cash payments in connection with any conversion of Convertible Debt in an aggregate amount since the Closing Date not to exceed the sum of (a) the principal amount of such Convertible Debt plus (b) any payments received by Issuer or any of its Restricted Subsidiaries pursuant to the exercise, settlement or termination of any related Permitted Bond Hedge Transactions;
|
(15)
|
the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to Issuer or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than any Unrestricted Subsidiary whose principal assets consist of cash and Cash Equivalents to the extent such cash and Cash Equivalents were invested in a Permitted Investment);
|
(16)
|
other Restricted Payments in an aggregate amount since the Closing Date not to exceed the greater of (x) $375.0 million or (y) 6.0% of the Consolidated Cash Flow of Issuer; and
|
(17)
|
any Restricted Payment; provided that the Debt to Cash Flow Ratio calculated on a pro forma basis in the manner described in the definition of “Debt to Cash Flow Ratio” after giving effect to such Restricted Payment would be equal to or less than 3.00 to 1.00;
|
(1)
|
the incurrence by Issuer and any Subsidiary Guarantor of (a) additional Indebtedness under Credit Facilities, provided that giving effect to such incurrence, the aggregate principal amount (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of Issuer and its Restricted Subsidiaries thereunder) of all Indebtedness under Credit Facilities then outstanding under this paragraph (1), together with any Indebtedness incurred pursuant to the following clause (b), does not exceed the greater of (x) $9.0 billion and (y) an amount such that, upon the incurrence of Indebtedness under this clause (1), the Secured Debt to Cash Flow Ratio of Issuer and its Subsidiaries for the most recently ended four full fiscal quarters for which financial statements are available, calculated on a pro forma basis in the manner described in the definition of “Secured Debt to Cash Flow Ratio,” shall not exceed 2.00:1.00; provided that for purposes of determining the amount of Indebtedness that may be incurred under this clause (a)(y), all Indebtedness incurred under this clause (1) shall be treated as Consolidated Indebtedness that is secured by a Lien and (b) without duplication, all Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to the foregoing clause (a); provided, however, that the maximum amount permitted under this clause (1) shall not be deemed to limit additional Indebtedness under the Credit Facilities to the extent that the incurrence of such additional Indebtedness is permitted pursuant to any of the other provisions of this covenant;
|
(2)
|
the incurrence by Issuer and its Restricted Subsidiaries of any Existing Indebtedness or any Series Issue Date Existing Indebtedness;
|
(3)
|
the incurrence by Issuer and the Subsidiary Guarantors of Indebtedness represented by the notes to be issued on the date of the supplemental indentures and the related Note Guarantees;
|
(4)
|
the incurrence by Issuer or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing (whether prior to or within 270 days after) all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment or the Capital Stock of any Person owning such assets used in the business of Issuer or any of its Restricted Subsidiaries, in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4);
|
(5)
|
the incurrence by Issuer or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by the indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), (13), (14), (15), (24) or (25) of this paragraph;
|
(6)
|
the incurrence by Issuer or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Parent, Issuer and any of its Restricted Subsidiaries and any Guarantors; provided, however, that:
|
(a)
|
if Issuer or any Subsidiary Guarantor is the obligor on such Indebtedness and the payee is not Issuer or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the notes, in the case of Issuer, or the Note Guarantee, in the case of a Subsidiary Guarantor; and
|
(b)
|
(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Parent, Issuer or a Restricted Subsidiary of Issuer, or a Guarantor and
|
(7)
|
the issuance by any of Issuer’s Restricted Subsidiaries to Issuer or to any of its Restricted Subsidiaries of shares of Preferred Stock; provided, however, that:
|
(a)
|
any subsequent issuance or transfer of Equity Interests that results in any such Preferred Stock being held by a Person other than Parent, Issuer or a Restricted Subsidiary of Issuer or a Guarantor; and
|
(b)
|
any sale or other transfer of any such Preferred Stock to a Person that is not either Parent, Issuer or a Restricted Subsidiary of Issuer, or a Guarantor, will be deemed, in each case, to constitute an issuance of such Preferred Stock by such Restricted Subsidiary that was not permitted by this clause (7);
|
(8)
|
the incurrence by Issuer or any of its Restricted Subsidiaries of Hedging Obligations (other than for speculative purposes);
|
(9)
|
the guarantee by Issuer or any of the Subsidiary Guarantors of Indebtedness of Issuer or a Restricted Subsidiary of Issuer that was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the notes, then the guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;
|
(10)
|
the incurrence by Issuer or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, deposits, performance bonds, completion bonds, bid bonds, appeal bonds and surety bonds, indemnity bonds, specific performance or injunctive relief bonds or similar bonds or obligations in the ordinary course of business, and any Guarantees or letters of credit functioning as or supporting any of the foregoing;
|
(11)
|
the incurrence by Issuer or any of its Restricted Subsidiaries of Indebtedness arising from (a) the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days of notice to Issuer or any of its Restricted Subsidiaries, (b) in respect of netting, overdraft protection and other arrangement arising under standard business terms of any bank at which Issuer or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or arrangement or (c) in respect of the financing of insurance premiums in the ordinary course of business, provided that the aggregate principal amount of Indebtedness incurred pursuant to clauses (11)(b) and (c) shall not, at any time outstanding, exceed the greater of (x) $250.0 million and (y) 5.0% of the Consolidated Cash Flow of Issuer as of the time of such incurrence;
|
(12)
|
the incurrence by Issuer or any of its Restricted Subsidiaries of Indebtedness in respect of letters of credit required to be issued in connection with any Permitted Joint Venture Investment;
|
(13)
|
the incurrence by Issuer or any of its Restricted Subsidiaries of Indebtedness for relocation or clearing obligations relating to Issuer’s or any of its Restricted Subsidiary’s FCC Licenses in an aggregate principal amount (or accreted value, as applicable), including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (13), at any time outstanding not to exceed the greater of (x) $400.0 million and (y) 1.0% of Issuer’s Total Assets as of the time of such incurrence;
|
(14)
|
the incurrence by Issuer or any of its Restricted Subsidiaries of Contribution Indebtedness;
|
(15)
|
the incurrence by Issuer or any of its Restricted Subsidiaries of Indebtedness (including Acquired Debt or Indebtedness) used to finance an acquisition of or a merger with another Person, provided that, Issuer or the Person formed by or surviving any such consolidation or merger (if other than Issuer or a Restricted Subsidiary), on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, would either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt to Cash Flow Ratio test set forth in the first paragraph of this covenant or (b) have a Debt to Cash Flow Ratio no greater than the Debt to Cash Flow Ratio of Issuer immediately prior to such transaction;
|
(16)
|
the incurrence by Issuer or any of its Restricted Subsidiaries of Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of Issuer or any of its Restricted Subsidiaries pursuant to such agreements, in any case incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as the amount does not exceed the gross proceeds actually received by Issuer or any Restricted Subsidiary thereof in connection with such disposition;
|
(17)
|
the incurrence by Issuer or any Restricted Subsidiary of Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business; provided that, upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing;
|
(18)
|
the incurrence by Issuer or any Restricted Subsidiary of Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the notes;
|
(19)
|
the incurrence by Issuer or any of the Subsidiary Guarantors of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (19), not to exceed the greater of (x) $1.0 billion and (y) 2.0% of Issuer’s Total Assets as of the time of such incurrence;
|
(20)
|
the incurrence by Issuer or any Restricted Subsidiary of Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;
|
(21)
|
the incurrence by Issuer or any Restricted Subsidiary of Indebtedness evidenced by promissory notes subordinated to the notes and the Note Guarantees issued to current or former employees or directors of Parent, Issuer or any Subsidiary (or their respective spouses or estates) in lieu of cash payments for Capital Stock being repurchased from such Persons, not to exceed, in any twelve-month period, an amount equal to the amount of Restricted Payments that could be made during such twelve-month period pursuant to clause (5) of the third paragraph under the covenant described above under the caption “—Restricted Payments,” less the amount of Restricted Payments that have been made during such twelve-month period pursuant to such clause;
|
(22)
|
the incurrence by Issuer or any Restricted Subsidiary of Indebtedness consisting of take-or-pay obligations contained in supply agreements entered into in the ordinary course of business;
|
(23)
|
to the extent that deposits with, or payments owed to, the FCC in connection with the auction or licensing of Governmental Authorizations are deemed to be Indebtedness, the incurrence by Issuer or any Restricted Subsidiary of such Indebtedness;
|
(24)
|
Indebtedness incurred in connection with the Towers Transaction; and
|
(25)
|
the incurrence by Restricted Subsidiaries that are not Guarantors of Indebtedness; provided, however, that the aggregate principal amount (or accreted value, as applicable) of all Indebtedness incurred under this clause (25), when aggregated with the principal amount (or accreted value) of all other Indebtedness then outstanding and incurred pursuant to this clause (25), including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (25), does not exceed the greater of (x) $250.0 million and (y) 5.0% of the Consolidated Cash Flow of Issuer and its Subsidiaries for the most recently ended four full fiscal quarters for which financial statements are available.
|
(1)
|
the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;
|
(2)
|
in the case of Hedging Obligations, the termination value of the agreement or arrangement giving rise to such obligations that would be payable by such Person at such time;
|
(3)
|
the principal amount of the Indebtedness, in the case of any other Indebtedness; and
|
(4)
|
in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:
|
(a)
|
the Fair Market Value of such assets at the date of determination; and
|
(b)
|
the amount of the Indebtedness of the other Person.
|
(1)
|
pay dividends or make any other distributions on its Capital Stock to Issuer or any of its Restricted Subsidiaries, or pay any Indebtedness owed to Issuer or any of its Restricted Subsidiaries;
|
(2)
|
make loans or advances to Issuer or any of its Restricted Subsidiaries; or
|
(3)
|
sell, lease or transfer any of its properties or assets to Issuer or any of its Restricted Subsidiaries.
|
(1)
|
agreements or instruments governing (a) Existing Indebtedness and (b) Equity Interests and Credit Facilities as in effect on the Closing Date and, in each case, any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are (in the good faith judgment of the Board of Directors of Issuer or a senior financial officer of Issuer, whose determination shall be conclusive) not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements or instruments on the Closing Date;
|
(2)
|
agreements or instruments governing Credit Facilities not in effect on the Closing Date so long as either (a) the encumbrances and restrictions contained therein do not impair the ability of any Restricted Subsidiary of Issuer to pay dividends or make any other distributions or payments directly or indirectly to Issuer in an amount sufficient to permit Issuer to pay the principal of, or interest and premium, if any, on the notes, or (b) the encumbrances and restrictions contained therein are no more restrictive, taken as a whole, than those contained in the indenture;
|
(3)
|
Series Issue Date Existing Indebtedness, the notes issued on the Series Issue Date, and any additional notes of the same series, the Note Guarantees in respect thereof, and the base indenture, as supplemented by the supplemental indenture;
|
(4)
|
applicable law, rule, regulation or order;
|
(5)
|
agreements or instruments with respect to a Person acquired by Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition) or as may be amended, restated, modified, renewed, extended, supplemented, refunded, replaced or refinanced from time to time (so long as the encumbrances and restrictions in any such amendment, restatement, modification, renewal, extension, supplement, refunding, replacement or refinancing are, in the good faith judgment of Issuer’s Board of Directors or a senior financial officer of Issuer, whose determination shall be conclusive, not materially more restrictive, taken as a whole, than those in effect on the date of the acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of agreements or instruments governing Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred;
|
(6)
|
customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business and customary contractual restrictions on transfers of all or substantially all assets of a Person;
|
(7)
|
any instrument governing any secured Indebtedness or Capital Lease Obligation that imposes restrictions on the assets securing such Indebtedness or the subject of such lease of the nature described in clause (3) of the preceding paragraph;
|
(8)
|
any agreement for the sale or other disposition of a Restricted Subsidiary that imposes restrictions of the nature described in clauses (1) and/or (3) of the preceding paragraph on the Restricted Subsidiary pending the sale or other disposition;
|
(9)
|
Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
|
(10)
|
Liens permitted to be incurred under the provisions of the covenant described above under the caption “—Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;
|
(11)
|
provisions limiting the disposition or distribution of assets or property in partnership and joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
|
(12)
|
restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;
|
(13)
|
restrictions in other Indebtedness, Disqualified Stock or Preferred Stock incurred or issued in compliance with the covenant described under the caption “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided that such restrictions, taken as a whole, are, in the good faith judgment of Issuer’s Board of Directors or a senior financial officer of Issuer, whose determination shall be conclusive, not materially more restrictive than those contained in the existing agreements referenced in clauses (1) and (3) above;
|
(14)
|
the issuance of Preferred Stock by a Restricted Subsidiary of Issuer or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such Preferred Stock is permitted pursuant to the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and the terms of such Preferred Stock do not expressly restrict the ability of such Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Capital Stock);
|
(15)
|
any agreement or instrument with respect to Indebtedness incurred, or Preferred Stock issued, by any Restricted Subsidiary, provided that the restrictions contained in the agreements or instruments governing such Indebtedness or Preferred Stock (a) either (i) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (ii) will not materially affect Issuer’s ability to pay all principal, interest and premium, if any, on the notes, as determined in good faith by Issuer’s Board of Directors or a senior financial officer of Issuer, whose determination shall be conclusive; and (b) are not materially more disadvantageous to the holders of the notes than is customary in comparable financings;
|
(16)
|
any agreement or instrument of Issuer, Parent, MetroPCS Wireless, Inc., or any of MetroPCS Wireless, Inc.’s Subsidiaries existing prior to, or entered into or assumed by Issuer or any of its Subsidiaries in connection with the MetroPCS Merger, in each case, as such agreements or instruments may be amended, restated, modified, renewed or replaced from time to time; provided that the amendments, restatements, modifications, renewals, and replacements are (in the good faith judgment of the Board of Directors of Issuer or a senior financial officer of Issuer, whose determination shall be conclusive) not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those agreements or instruments as in effect as of the Closing Date;
|
(17)
|
restrictions arising from the Towers Transaction; and
|
(18)
|
encumbrances or restrictions pursuant to any Existing Sprint Spectrum Financing Document, affecting any Existing Sprint Spectrum Subsidiary or in connection with the Existing Sprint Spectrum Program.
|
(1)
|
either: (a) Issuer is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Issuer) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation, limited liability company or partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia;
|
(2)
|
the Person formed by or surviving any such consolidation or merger (if other than Issuer) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made expressly assumes, by a supplemental indenture, executed and delivered to the trustee, the payment of the principal
|
(3)
|
immediately after such transaction, no Default or Event of Default exists; and
|
(4)
|
Issuer or the Person formed by or surviving any such consolidation or merger (if other than Issuer), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt to Cash Flow Ratio test set forth in the first paragraph of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” or (b) have a Debt to Cash Flow Ratio no greater than the Debt to Cash Flow Ratio of Issuer immediately prior to such transaction.
|
(1)
|
a merger of Issuer with a direct or indirect Subsidiary of Parent solely for the purpose of reincorporating Issuer in another jurisdiction in the United States so long as the amount of Indebtedness of Issuer and its Restricted Subsidiaries is not increased thereby;
|
(2)
|
any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among Issuer and its Restricted Subsidiaries; or
|
(3)
|
the MetroPCS Transactions, including the MetroPCS Merger.
|
(1)
|
the Affiliate Transaction is on terms that, taken as a whole, are no less favorable to Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Issuer or such Restricted Subsidiary with an unrelated Person; and
|
(2)
|
Issuer delivers to the trustee:
|
(a)
|
with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $100.0 million, an officers’ certificate certifying that such Affiliate Transaction complies with this covenant; and
|
(b)
|
with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $250.0 million, a resolution of the Board of Directors of Issuer set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of Issuer.
|
(1)
|
any employment agreement, employee benefit plan, agreement or plan relating to employee, officer or director compensation or severance, officer or director indemnification agreement or any similar arrangement entered into by Issuer, any of its Restricted Subsidiaries or a direct or indirect parent of Issuer existing on the Closing Date, or entered into thereafter in the ordinary course of business, and any indemnities or other transactions permitted or required by bylaw, statutory provisions or any of the foregoing agreements, plans or arrangements and payments pursuant thereto;
|
(2)
|
transactions between or among Parent, Issuer and/or its Restricted Subsidiaries;
|
(3)
|
transactions with a Person (other than an Unrestricted Subsidiary of Issuer) that is an Affiliate of Issuer solely because Issuer owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;
|
(4)
|
any issuance of Equity Interests (other than Disqualified Stock) of Issuer to, or receipt of any capital contribution from, any Affiliate of Issuer;
|
(5)
|
transactions in connection with any Permitted Joint Venture Investment;
|
(6)
|
any Permitted Investments or Restricted Payments that do not violate the provisions of the indenture described above under the caption “—Restricted Payments”;
|
(7)
|
(x) any contracts, agreements or understandings existing as of the Issue Date and disclosed in the notes to the consolidated financial statements of MetroPCS Wireless, Inc. for the year ended December 31, 2012, (y) any agreement listed on Schedule 3.2(r)—Related-Party Agreements—to the “T-Mobile Disclosure Letter” to the MetroPCS Business Combination Agreement, and (z) any agreement listed under the section entitled “Transactions with Related Persons and Approval” in the proxy statement of Parent filed with the SEC under cover of Schedule 14A on April 16, 2012 and, in each case, any amendments to, replacements of, or orders pursuant to such contracts, agreements or understandings so long as any such amendments, replacements, or orders, taken as a whole, are not (in the good faith judgment of Issuer’s Board of Directors or a senior financial officer of Issuer, whose determination shall be conclusive) more disadvantageous to Issuer or to the holders of the notes in any material respect than the original contracts, agreements or understandings as in effect on the Closing Date;
|
(8)
|
transactions with customers, clients, suppliers, purchasers, sellers of goods or services, or licensees of intellectual property, in each case in the ordinary course of business and otherwise in compliance with the terms of the indenture, provided that in the good faith determination of Issuer’s Board of Directors or a senior financial officer of Issuer, which determination shall be conclusive, such transactions are on terms, taken as a whole, not materially less favorable to Issuer or the applicable Restricted Subsidiary than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm’s length basis from a Person that is not an Affiliate of Issuer;
|
(9)
|
issuances, exchanges, purchases or repurchases of notes or other Indebtedness of Issuer or its Restricted Subsidiaries or solicitations of amendments, waivers or consents in respect of notes or such other Indebtedness, if such issuance, exchange, purchase, repurchase or solicitation is approved by a majority of the disinterested members of the Board of Directors of Issuer;
|
(10)
|
reasonable payments made for any financial advisory, financing, underwriting, placement or syndication services approved by Issuer’s Board of Directors or a senior financial officer of Issuer in good faith;
|
(11)
|
amendments, extensions, replacements and other modifications of transactions with Affiliates otherwise permitted by the indenture, provided that in the good faith determination of Issuer’s Board of Directors or a senior financial officer of Issuer, which determination shall be conclusive, such amendments, extensions, replacements or other modifications, taken as a whole, are no less favorable in any material respect to Issuer or the applicable Restricted Subsidiary than the transaction or transactions being amended, extended, replaced or modified; and
|
(12)
|
(i) the MetroPCS Business Combination Agreement and any Ancillary Agreements, as defined in the MetroPCS Business Combination Agreement, in each case, as the same may be amended, modified,
|
(1)
|
all quarterly and annual financial reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if Parent were required to file such reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by its certified independent accountants; and
|
(2)
|
all current reports that would be required to be filed with the SEC on Form 8-K if Parent or Issuer were required to file such reports;
|
(1)
|
default for 30 days in the payment when due of interest on the notes of such series;
|
(2)
|
default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the notes of such series;
|
(3)
|
failure by Issuer for 120 days after notice to Issuer by the trustee or the holders of at least 25% in aggregate principal amount of the notes of such series then outstanding voting as a single class to comply with the provisions described under the caption “—Reports”;
|
(4)
|
failure by Issuer or any of its Restricted Subsidiaries for 30 days after notice to Issuer by the trustee or the holders of at least 25% in aggregate principal amount of the notes of such series then outstanding voting as a single class to comply with the provisions described under the captions “—Repurchase at the Option of Holders—Change of Control Triggering Event” or “—Repurchase at the Option of Holders—Asset Sales” (in each case other than a failure to purchase notes that will constitute an Event of Default under clause (2) above), or “—Certain Covenants—Merger, Consolidation or Sale of Assets”;
|
(5)
|
failure by Issuer or any of its Restricted Subsidiaries for 90 days after notice to Issuer by the trustee or the holders of at least 25% in aggregate principal amount of the notes of such series then outstanding voting as a single class to comply with any of the other agreements in the indenture;
|
(6)
|
default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary) (or the payment of which is guaranteed by Issuer or any of its Restricted Subsidiaries that would constitute a Significant Subsidiary), whether such Indebtedness or Guarantee now exists, or is created after the Series Issue Date with respect to such series of notes, if that default:
|
(a)
|
is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or
|
(b)
|
results in the acceleration of such Indebtedness prior to its express maturity;
|
(7)
|
failure by Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary) to pay or discharge final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $100.0 million (to the extent not covered by insurance), which judgments are not paid, discharged or stayed for a period of 60 consecutive days following entry of such final judgment or decree during which a stay of enforcement of such final judgment or decree, by reason of pending appeal or otherwise, is not in effect;
|
(8)
|
Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary, or any group of Restricted Subsidiaries of Issuer that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of Bankruptcy Law:
|
(a)
|
commences a voluntary case,
|
(b)
|
consents to the appointment of a custodian of it or for all or substantially all of its property,
|
(c)
|
makes a general assignment for the benefit of its creditors, or
|
(d)
|
generally is not paying its debts as they become due;
|
(9)
|
a court of competent jurisdiction enters a final order or decree under any Bankruptcy Law that:
|
(a)
|
is for relief against Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Issuer that, taken together, would constitute a Significant Subsidiary in an involuntary case;
|
(b)
|
appoints a custodian of Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Issuer that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Issuer that, taken together, would constitute a Significant Subsidiary; or
|
(c)
|
orders the liquidation of Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Issuer that, taken together, would constitute a Significant Subsidiary;
|
(10)
|
except as permitted by the indenture, any Note Guarantee with respect to the notes of such series is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee.
|
(1)
|
such holder has previously given to the trustee written notice that an Event of Default is continuing;
|
(2)
|
holders of at least 25% in aggregate principal amount of the then outstanding notes of the applicable series have made a written request to the trustee to institute proceedings in respect of such Event of Default in its own name as trustee;
|
(3)
|
such holder or holders have offered the trustee security or indemnity satisfactory to it against any loss, liability or expense to be incurred in compliance with such request;
|
(4)
|
the trustee has not complied with such request within 90 days after receipt of the request and the offer of security or indemnity; and
|
(5)
|
during such 90-day period, holders of a majority in aggregate principal amount of the then outstanding notes of the applicable series have not given the trustee a direction inconsistent with such request.
|
(1)
|
the rights of holders of outstanding notes of such series to receive payments in respect of the principal of, or interest or premium, if any, on, the notes when such payments are due from the trust referred to below;
|
(2)
|
Issuer’s obligations with respect to the notes of such series concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment of money for security payments held in trust;
|
(3)
|
the rights, powers, trusts, duties, indemnities and immunities of the trustee, and Issuer’s and the Guarantors’ obligations in connection therewith; and
|
(4)
|
the Legal Defeasance and Covenant Defeasance provisions of the indenture.
|
(1)
|
Issuer must irrevocably deposit with the trustee or its designee, in trust, for the benefit of the holders of such series of notes, cash in U.S. dollars, non- callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, and premium, if any, and interest on, the outstanding notes of such series on the stated date
|
(2)
|
in the case of Legal Defeasance, Issuer must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee (which opinion of counsel may be subject to customary assumptions, qualifications and exclusions) confirming that (a) Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Closing Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the holders of the outstanding notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
|
(3)
|
in the case of Covenant Defeasance, Issuer must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee (which opinion of counsel may be subject to customary assumptions, qualifications and exclusions) confirming that the holders of the outstanding notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
|
(4)
|
no Default or Event of Default has occurred and is continuing with respect to such series of notes on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds, or the imposition of Liens in connection therewith, to be applied to such deposit, or a Default or Event of Default that will be cured by such Covenant Defeasance or Legal Defeasance) and the deposit will not result in a breach or violation of, or constitute a default under, any material instrument to which Issuer or any Guarantor is a party or by which Issuer or any Guarantor is bound;
|
(5)
|
such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the indenture) to which Issuer or any of its Subsidiaries is a party or by which Issuer or any of its Subsidiaries is bound;
|
(6)
|
Issuer must deliver to the trustee an officers’ certificate stating that the deposit was not made by Issuer with the intent of preferring the holders of notes over the other creditors of Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of Issuer or others;
|
(7)
|
Issuer must deliver to the trustee an officers’ certificate, stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and
|
(8)
|
Issuer must deliver to the trustee an opinion of counsel (which may be subject to customary assumptions, qualifications and exclusions), stating that all conditions precedent set forth in clauses (2), (3) and (5) of this paragraph, as applicable, have been complied with; provided that the opinion of counsel with respect to clause (5) of this paragraph may be to the knowledge of such counsel.
|
(1)
|
reduce the principal amount of notes of such series whose holders must consent to an amendment, supplement or waiver;
|
(2)
|
reduce the principal of or change the fixed maturity of any note of such series or alter the provisions with respect to the redemption of the notes of such series (other than provisions relating to the covenants described above under the caption “—Repurchase at the Option of Holders”);
|
(3)
|
reduce the rate of or change the time for payment of interest on any note of such series;
|
(4)
|
waive a Default or Event of Default in the payment of principal of, or premium, if any, or interest on, the notes of such series (except a rescission of acceleration of the notes of such series by the holders of at least a majority in aggregate principal amount of the then outstanding notes of such series and a waiver of the payment default that resulted from such acceleration);
|
(5)
|
make any note of such series payable in money other than that stated in the notes of such series;
|
(6)
|
make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of notes of such series to receive payments of principal of, or interest or premium, if any, on, the notes of such series;
|
(7)
|
waive a redemption payment with respect to any note of such series (other than a payment required by one of the covenants described above under the caption “—Repurchase at the Option of Holders”);
|
(8)
|
release any Guarantor from any of its obligations under its related Note Guarantee of the notes of such series or the applicable indenture, except in accordance with the terms of such indenture; or
|
(9)
|
make any change in the preceding amendment and waiver provisions.
|
(1)
|
to cure any ambiguity, defect or inconsistency;
|
(2)
|
to provide for uncertificated notes in addition to or in place of certificated notes;
|
(3)
|
to provide for the assumption of Issuer’s or a Guarantor’s obligations to holders of notes of such series and related Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of Issuer’s or such Guarantor’s assets, as applicable;
|
(4)
|
to effect the release of a Guarantor from its Note Guarantee in respect of such series notes and the termination of such Note Guarantee, all in accordance with the provisions of the applicable indenture governing such release and termination;
|
(5)
|
to add any Guarantor or Note Guarantee with respect to such series or to secure the notes of such series or any related Note Guarantee;
|
(6)
|
to make any change that would provide any additional rights or benefits to the holders of notes of such series or that does not adversely affect the legal rights under the indenture of any such holder in any material respect;
|
(7)
|
to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;
|
(8)
|
to change or eliminate any of the provisions of the applicable indenture; provided that any such change or elimination shall not become effective with respect to any outstanding notes of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision;
|
(9)
|
to provide for the issuance of and establish forms and terms and conditions of a new series of notes as permitted by the base indenture;
|
(10)
|
to conform the text of the applicable supplemental indenture, the notes of such series, or the related Note Guarantees to any provision of the “Description of Notes” section of any prospectus, prospectus supplement, offering memorandum or other offering document relating to the notes to the extent that such provision in such description of notes was intended to be a verbatim recitation of a provision of the applicable indenture, the applicable Note Guarantees, or the notes of such series, in each case, as conclusively evidenced by an officers’ certificate;
|
(11)
|
to provide for the issuance of additional notes of such series, provided that such additional notes have the same terms as, and be deemed part of the same series as, the notes of such series to the extent required under the applicable indenture;
|
(12)
|
to evidence and provide for the acceptance of and appointment by a successor trustee with respect to the notes of such series and to add to or change any of the provisions of the indenture as shall be necessary to provide for or facilitate the administration of the trust by more than one trustee; and
|
(13)
|
to allow any Guarantor of the notes of such series to execute a supplemental indenture and/or a Note Guarantee with respect to the notes of such series.
|
(1)
|
either:
|
(a)
|
all notes of such series that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to Issuer, have been delivered to the trustee for cancellation; or
|
(b)
|
all notes of such series that have not been delivered to the trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year and Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the trustee or its designee as trust funds in trust solely for the benefit of the holders of such series of notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the notes of such series not delivered to the trustee for cancellation for principal of, and premium, if any, and accrued interest to the date of maturity or redemption; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of the indenture to the extent that an amount is deposited with the trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the trustee on or prior to the date of the redemption;
|
(2)
|
Issuer or any Guarantor has paid or caused to be paid all sums payable by it under the indenture with respect to the notes of such series; and
|
(3)
|
Issuer has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes of such series at maturity or on the redemption date, as the case may be.
|
(3)
|
upon deposit of the Global Notes, DTC will credit the accounts of the Participants designated by the underwriters with portions of the principal amount of the Global Notes; and
|
(4)
|
ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).
|
(3)
|
any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or
|
(4)
|
any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.
|
(4)
|
DTC (a) notifies Issuer that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, Issuer fails to appoint a successor depositary within 120 days after the date of such notice; or
|
(5)
|
Issuer, at its option, notifies the trustee in writing that it elects to cause the issuance of the Certificated Notes; or
|
(6)
|
there has occurred and is continuing a Default or Event of Default with respect to the notes and DTC has notified Issuer and the trustee of its desire to exchange the Global Notes for Certificated Notes.
|
(1)
|
Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and
|
(2)
|
Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.
|
(1)
|
1.0% of the principal amount of the note; or
|
(2)
|
the excess of:
|
(a)
|
the present value at such redemption date of (i) the redemption price of the note at February 1, 2021, in the case of the 2026 notes, and at February 1, 2023, in the case of the 2028 notes (such redemption price in each case being set in the applicable table appearing above under the caption “—Optional Redemption”), plus (ii) all required interest payments due on the note through February 1, 2021, in the case of the 2026 notes, and February 1, 2023, in the case of the 2028 notes (excluding accrued but unpaid interest, if any, to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over
|
(b)
|
the principal amount of the note, if greater.
|
(1)
|
an Investment by Issuer (or any predecessor thereto) or any of its Restricted Subsidiaries in any other Person pursuant to which such Person shall become a Restricted Subsidiary or shall be merged into or consolidated with Issuer or any of its Restricted Subsidiaries, or
|
(2)
|
an acquisition by Issuer (or any predecessor thereto) or any of its Restricted Subsidiaries of the property and assets of any Person, other than Issuer or any of its Restricted Subsidiaries, that constitute all or substantially all of a division, operating unit or line of business of such Person.
|
(1)
|
the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of Issuer and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption “—Repurchase at the Option of Holders—Change of Control Triggering Event” and/or the provisions described above under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets” and not by the provisions of the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales”; and
|
(2)
|
the issuance of Equity Interests in any of Issuer’s Restricted Subsidiaries or the sale by Issuer or any Restricted Subsidiary thereof of Equity Interests in any of its Restricted Subsidiaries.
|
(1)
|
any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $100.0 million;
|
(2)
|
a sale, lease, conveyance or other disposition of assets or Equity Interests between or among Issuer and/or its Restricted Subsidiaries;
|
(3)
|
an issuance or sale of Equity Interests by a Restricted Subsidiary of Issuer to Issuer or to a Restricted Subsidiary of Issuer;
|
(4)
|
the sale, lease, sub-lease, conveyance or other disposition of (a) assets, products, services or accounts receivable in the ordinary course of business, (b) equipment or other assets pursuant to a program for the maintenance or upgrading of such equipment or assets, or (c) any sale, conveyance or other disposition of damaged, worn-out, uneconomic or obsolete assets in the ordinary course of business;
|
(5)
|
the sale, conveyance or other disposition of cash or Cash Equivalents;
|
(6)
|
a surrender or waiver of contract rights or settlement, release or surrender of contract, tort or other claims in the ordinary course of business or a grant of a Lien not prohibited by the indenture;
|
(7)
|
a Restricted Payment that does not violate the covenant described above under the caption “—Certain Covenants—Restricted Payments”;
|
(8)
|
arms-length sales, leases or sub-leases (as lessor or sublessor), sale and leasebacks, assignments, conveyances, transfers or other dispositions of assets or rights to a Person that is a Permitted Joint Venture Investment;
|
(9)
|
licenses and sales of intellectual property or other general intangibles (other than FCC Licenses) in the ordinary course of business;
|
(10)
|
a Permitted Investment;
|
(11)
|
dispositions of assets to the ISIS Joint Venture;
|
(12)
|
one or more sales, conveyances, leases, subleases, licenses, contributions, or other dispositions, assignments or transfers made as part of, or in connection with, the Towers Transaction;
|
(13)
|
the settlement or early termination of any Permitted Bond Hedge Transaction; or
|
(14)
|
any issuance, disposition or sale of Equity Interests in, or Indebtedness, assets or other securities of, an Unrestricted Subsidiary.
|
(1)
|
with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;
|
(2)
|
with respect to a partnership, the Board of Directors of the general partner of the partnership;
|
(3)
|
with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and
|
(4)
|
with respect to any other Person, the board or committee of such Person serving a similar function.
|
(1)
|
in the case of a corporation, corporate stock;
|
(2)
|
in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
|
(3)
|
in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests, respectively; and
|
(4)
|
any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.
|
(1)
|
United States dollars, pounds sterling, euros, the national currency of any member state of the European Union or any other foreign currencies held by Issuer and its Restricted Subsidiaries from time to time in the ordinary course of business;
|
(2)
|
securities issued or directly and fully guaranteed or insured by the government of the United States of America, the United Kingdom or any country that is a member state of the European Union or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America, the United Kingdom or the relevant member state of the European Union, as the case may be, is pledged in support of those securities) having maturities of not more than two years from the date of acquisition;
|
(3)
|
demand deposits, certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;
|
(4)
|
repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;
|
(5)
|
commercial paper having one of the two highest ratings obtainable from a Rating Agency at the date of acquisition and, in each case, maturing within one year after the date of acquisition;
|
(6)
|
securities issued and fully guaranteed by any state, commonwealth or territory of the United States, or by any political subdivision or agency or instrumentality thereof, rated at least “A” by a Rating Agency at the date of acquisition and having maturities of not more than two years after the date of acquisition;
|
(7)
|
auction rate securities rated at least “AA-” or “Aa3” by a Rating Agency at the time of purchase and with reset dates of one year or less from the time of purchase;
|
(8)
|
investments, classified in accordance with GAAP as current assets of Issuer or any of its Restricted Subsidiaries, in money market funds, mutual funds or investment programs registered under the Investment Company Act of 1940, at least 90% of the portfolios of which constitute investments of the character, quality and maturity described in clauses (1) through (7) of this definition;
|
(9)
|
any substantially similar investment to the kinds described in clauses (1) through (7) of this definition rated at least “P-2” by Moody’s or “A-2” by S&P or the equivalent thereof; and
|
(10)
|
deposits or payments made to the FCC in connection with the auction or licensing of Governmental Authorizations that are fully refundable.
|
(1)
|
the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Issuer and its Restricted Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act) other than any such disposition to a Restricted Subsidiary or a Permitted Holder;
|
(2)
|
the adoption of a plan relating to the liquidation or dissolution of Issuer;
|
(3)
|
the consummation of any transaction (including any merger or consolidation), the result of which is that any “person” (as defined above), other than a Permitted Holder, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Parent (or its successor by merger, consolidation or purchase of all or substantially all of its assets or its equity), measured by voting power rather than number of shares; or
|
(4)
|
Issuer ceases to be a direct or indirect Wholly-Owned Subsidiary of Parent.
|
(1)
|
provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus
|
(2)
|
the Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period, to the extent that such Consolidated Interest Expense was deducted in computing such Consolidated Net Income; plus
|
(3)
|
depreciation, amortization (including non-cash impairment charges and any write-off or write-down or amortization of intangibles but excluding amortization of ordinary course prepaid cash expenses that were paid in a prior period) and other non-cash expenses or charges (excluding any such non-cash expense to the extent that it represents an ordinary course accrual of or reserve for cash expenses in any future period or amortization of any ordinary course prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses or charges were deducted in computing such Consolidated Net Income; plus
|
(4)
|
any nonrecurring or unusual gains or losses or income, expenses or charges (including all fees and expenses relating thereto), including (a) any fees, expenses and costs relating to the Towers Transaction, (b) any fees, expenses or charges related to any sale or offering of Equity Interests of such Person or Parent, any acquisition or disposition or any Indebtedness, in each case that is permitted to be incurred hereunder (in each case, whether or not successful), or the offering, amendment or modification of any debt instrument, including the offering, any amendment or other modification of the notes, provided that Consolidated Cash Flow shall not be deemed to be increased by more than $250.0 million in any twelve-month period pursuant to this clause (b), (c) any premium, penalty or fee paid in relation to any repayment, prepayment or
|
(5)
|
repurchase of Indebtedness, (d) any fees or expenses relating to the MetroPCS Transactions and the offering, issuance and sale (in each case, whether or not successful) of the DT Notes and any “Exchange Notes” (as defined in the base indenture) issued in respect thereof and the Permitted MetroPCS Notes and any “Exchange Notes” (as defined in the $1.75B Notes Indenture), and (e) restructuring charges, integration costs (including retention, relocation and contract termination costs) and related costs and charges; plus
|
(6)
|
New Market Losses; minus
|
(7)
|
non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP.
|
(1)
|
the consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued (including amortization of debt issuance costs or original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of payments (if any) pursuant to Hedging Obligations); plus
|
(2)
|
the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus
|
(3)
|
any interest expense on that portion of Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries (whether or not such Guarantee or Lien is called upon); plus
|
(4)
|
the product of (a) all dividend payments on any series of Preferred Stock of such Person or any of its Restricted Subsidiaries; times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal;
|
(1)
|
the positive Net Income of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;
|
(2)
|
solely for the purpose of determining the amount available for Restricted Payments under clause 3(A) of the second paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments” the Net Income of any Restricted Subsidiary that is not a Guarantor will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;
|
(3)
|
the effect of a change in accounting principles or in the application thereof (including any change to IFRS and any cumulative effect adjustment) will be excluded;
|
(4)
|
unrealized losses and gains attributable to Hedging Obligations, including those resulting from the application of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 815, will be excluded; and
|
(5)
|
any non-cash compensation charge or expense realized from grants of stock, stock appreciation or similar rights, stock option or other rights to officers, directors and employees, will be excluded.
|
(1)
|
pro forma effect shall be given to Asset Dispositions and Asset Acquisitions (including the MetroPCS Merger and including giving pro forma effect to any related financing transactions and the application of proceeds of any Asset Disposition) that occur during such four-quarter period or subsequent to such four quarter period but on or prior to the date on which the Debt to Cash Flow Ratio is to be calculated as if they had occurred and such proceeds had been applied on the first day of such four-quarter period;
|
(2)
|
pro forma effect shall be given to asset dispositions and, asset acquisitions (including giving pro forma effect to any related financing transactions and the application of proceeds of any asset disposition) that have been made by any Person that has become a Restricted Subsidiary of Issuer or has been merged with or into Issuer (including MetroPCS Wireless, Inc.) or any Restricted Subsidiary during such four-quarter period or subsequent to such four quarter period but on or prior to the date on which the Debt to Cash Flow Ratio is to be calculated and that would have constituted Asset Dispositions or Asset Acquisitions had such transactions occurred when such Person was a Restricted Subsidiary, as if such asset dispositions or asset acquisitions were Asset Dispositions or Asset Acquisitions that occurred on the first day of such four-quarter period;
|
(3)
|
to the extent that the pro forma effect of any transaction is to be made pursuant to clause (1) or (2) above, such pro forma effect shall be determined in good faith on a reasonable basis by a responsible financial or accounting officer of the specified Person, whose determination shall be conclusive, as if the subject transaction(s) had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period shall be calculated without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income;
|
(4)
|
the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of (without duplication of clauses (1) and (2) above) prior to the date on which the Debt to Cash Flow Ratio is to be calculated, shall be excluded;
|
(5)
|
any Person that is a Restricted Subsidiary on the date on which the Debt to Cash Flow Ratio is to be calculated will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period; and
|
(6)
|
any Person that is not a Restricted Subsidiary on the date on which the Debt to Cash Flow Ratio is to be calculated will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period.
|
(1)
|
interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;
|
(2)
|
other agreements or arrangements designed to manage interest rates or interest rate risk; and
|
(3)
|
other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices,
|
(1)
|
any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:
|
(a)
|
in respect of borrowed money;
|
(b)
|
evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);
|
(c)
|
in respect of banker’s acceptances;
|
(d)
|
representing Capital Lease Obligations;
|
(e)
|
representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or
|
(f)
|
representing any Hedging Obligations; and
|
(2)
|
any financial liabilities recorded in respect of the upfront proceeds received in connection with the Towers Transaction,
|
(1)
|
with respect to Moody’s (or any successor company acquiring all or substantially all of its assets), a rating of Baa3 (or its equivalent under any successor rating category of Moody’s) or better;
|
(2)
|
with respect to S&P (or any successor company acquiring all or substantially all of its assets), a rating of BBB- (or its equivalent under any successor rating category of S&P) or better;
|
(3)
|
with respect to Fitch (or any successor company acquiring all or substantially all of its assets), a rating of BBB- (or its equivalent under any successor rating category of Fitch) or better; and
|
(4)
|
if any Rating Agency ceases to exist or ceases to rate the notes for reasons outside of the control of Issuer, the equivalent investment grade credit rating for the notes from any other “nationally recognized statistical rating organization”, as such term is defined under Section 3(a)(62) of the Exchange Act, selected by Issuer as a replacement agency.
|
(1)
|
any gain (or loss), together with any related provision for taxes on such gain (or loss) realized in connection with: (a) dispositions of assets (other than in the ordinary course of business); or (b) the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and
|
(2)
|
any extraordinary gain (or loss), together with any related provision for taxes on such extraordinary gain (or loss).
|
(1)
|
as to which neither Issuer nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), subject to customary “bad-boy” exceptions, (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;
|
(2)
|
no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of Issuer or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and
|
(3)
|
as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of Issuer or any of its Restricted Subsidiaries.
|
(1)
|
any Investment in Issuer or in any Restricted Subsidiary of Issuer;
|
(2)
|
any Investment in Cash Equivalents;
|
(3)
|
any Investment by Issuer or any Restricted Subsidiary of Issuer in a Person, if as a result of such Investment:
|
(a)
|
such Person becomes a Restricted Subsidiary of Issuer; or
|
(b)
|
such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Issuer or a Restricted Subsidiary of Issuer;
|
(4)
|
any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales”;
|
(5)
|
any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of Issuer or Equity Interests of Parent;
|
(6)
|
any Investments received in compromise or resolution of (A) obligations of trade creditors or customers that were incurred in the ordinary course of business of Issuer or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (B) litigation, arbitration or other disputes with Persons who are not Affiliates;
|
(7)
|
Investments represented by Hedging Obligations;
|
(8)
|
loans or advances to employees made in the ordinary course of business of Issuer or any Restricted Subsidiary of Issuer in an aggregate principal amount not to exceed $50.0 million at any one time outstanding;
|
(9)
|
any payment on or with respect to, or purchase, redemption, defeasement or other acquisition or retirement for value of (i) the notes, and any additional notes of the same series, (ii) the DT Notes, and any additional notes of the same series, and any Exchange Notes (as defined in the base indenture) relating thereto, (iii) any of the $1.75B Notes or (iv) any other Indebtedness that is pari passu with the notes;
|
(10)
|
advances and prepayments for asset purchases in the ordinary course of business in a Permitted Business of Issuer or any of its Restricted Subsidiaries;
|
(11)
|
Investments existing on the Closing Date, including Investments held by MetroPCS Wireless, Inc., Issuer and their Subsidiaries immediately prior to the MetroPCS Merger;
|
(12)
|
Investments in the ISIS Joint Venture having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (12) since the Closing Date that are at that time outstanding, not to exceed $300.0 million;
|
(13)
|
Permitted Bond Hedge Transactions which constitute Investments;
|
(14)
|
(a) Permitted Joint Venture Investments, and (b) other Investments in any Person other than an Affiliate of Issuer (excluding any Person that is an Affiliate of Issuer solely by reason of Parent’s ownership, directly or indirectly, of Equity Interests or Parent’s control, of such Person or which becomes an Affiliate as a result of such Investment), to the extent such Investment under (a) or (b) has an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (14) that are at the time outstanding, not to exceed 12.5% of Issuer’s Total Assets on the date of such Investment;
|
(15)
|
Investments in a Person primarily engaged in a Permitted Business having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (15) since the Closing Date that are at that time outstanding, not to exceed $250.0 million;
|
(16)
|
guarantees permitted under the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; and
|
(17)
|
deposits or payments made with the FCC in connection with the auction or licensing of Governmental Authorizations;
|
(18)
|
any Investment deemed made from time to time pursuant to the covenant described under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries” in connection with a Specified Unrestricted Subsidiary Designation, in an amount equal to the aggregate Fair Market Value of all outstanding Investments owned by Issuer and its Restricted Subsidiaries in the Subsidiaries designated as Unrestricted Subsidiaries pursuant to such Specified Unrestricted Subsidiary Designation, but only to the extent not in excess of the aggregate Fair Market Value of all outstanding Investments owned by Issuer and
|
(19)
|
any other Investments made in connection with the Towers Transaction, as contemplated in the Towers Transaction Agreements as in effect as of March 19, 2013;
|
(20)
|
other Investments; provided that the Debt to Cash Flow Ratio calculated on a pro forma basis in the manner described in the definition of “Debt to Cash Flow Ratio” after giving effect to such Investment would be equal to or less than 3.50 to 1.00; and
|
(21)
|
any other Investments made in connection with the Existing Sprint Spectrum Program.
|
(1)
|
Liens securing Indebtedness and other Obligations under Credit Facilities and/or securing Hedging Obligations related thereto permitted by clauses (1), (8) and (19) of the second paragraph of the covenant entitled “—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” provided that any secured Permitted Refinancing Indebtedness incurred in respect of Indebtedness or other Obligations previously secured pursuant to this clause (1) will be treated as Indebtedness secured pursuant to this clause (1) in making any determination as to whether additional Indebtedness or other Obligations may be secured pursuant to this clause (1);
|
(2)
|
Liens in favor of Issuer or the Guarantors;
|
(3)
|
Liens on property of a Person existing at the time such Person becomes a Restricted Subsidiary or is merged with or into or consolidated with Issuer or any Subsidiary of Issuer; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets (other than improvements thereon, accessions thereto and proceeds thereof) other than those of the Person that becomes a Restricted Subsidiary or is merged into or consolidated with Issuer or the Subsidiary;
|
(4)
|
Liens on property (including Capital Stock) existing at the time of acquisition of the property by Issuer or any Subsidiary of Issuer; provided that such Liens were in existence prior to, and not incurred in contemplation of, such acquisition;
|
(5)
|
(a) bankers’ Liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution, and (b) Liens, deposits (including deposits with the FCC) or pledges to secure the performance of bids, tenders, trade or governmental contracts, leases, licenses, statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;
|
(6)
|
Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant entitled “—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” covering only the assets (including the proceeds thereof, accessions thereto and upgrades thereof) acquired with or financed by such Indebtedness;
|
(7)
|
Liens existing on the Closing Date (including Liens on the assets of MetroPCS Wireless, Inc. and its Subsidiaries existing immediately prior to the MetroPCS Merger);
|
(8)
|
Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;
|
(9)
|
Liens imposed by law or contract, such as carriers’, warehousemen’s, suppliers’, vendors’, construction, repairmen’s, landlord’s and mechanics’ Liens or other similar Liens, in each case, incurred in the ordinary course of business;
|
(10)
|
survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;
|
(11)
|
Liens arising by reason of a judgment, attachment, decree or court order, to the extent not otherwise resulting in an Event of Default, and any Liens that are required to protect or enforce any rights in any administrative, arbitration or other court proceedings in the ordinary course of business;
|
(12)
|
Liens created for the benefit of (or to secure) the notes (or the Note Guarantees);
|
(13)
|
Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under the indenture; provided, however, that:
|
(a)
|
the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to such property and assets and proceeds or distributions of such property and assets and improvements and accessions thereto); and
|
(b)
|
the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount, or, if greater, committed amount, of the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;
|
(14)
|
(a) Liens contained in purchase and sale agreements or lease agreements limiting the transfer of assets pending the closing of the transactions contemplated thereby or the termination of the lease, respectively, (b) spectrum leases or other similar lease or licensing arrangements contained in, or entered into in connection with, purchase and sale agreements, and (c) Liens relating to deposits or escrows established in connection with purchase and sale agreements;
|
(15)
|
Liens that may be deemed to exist by virtue of contractual provisions that restrict the ability of Issuer or any of its Subsidiaries from granting or permitting to exist Liens on their respective assets;
|
(16)
|
Liens in favor of the trustee as provided for in the indenture on money or property held or collected by the trustee in its capacity as trustee;
|
(17)
|
Liens on cash or Cash Equivalents securing (a) workers’ compensation claims, self-insurance obligations, unemployment insurance or other social security, old age pension, bankers’ acceptances, performance bonds, completion bonds, bid bonds, appeal bonds, indemnity bonds, specific performance or injunctive relief bonds, surety bonds, public liability obligations, or other similar bonds or obligations, or securing any Guarantees or letters of credit functioning as or supporting any of the foregoing, in each case incurred in the ordinary course of business or (b) letters of credit required to be issued for the benefit of any Person that controls a Permitted Joint Venture Investment to secure any put right for the benefit of the Person controlling the Permitted Joint Venture Investment;
|
(18)
|
Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into in the ordinary course of business covering only the property under lease (plus improvements and accessions to such property and proceeds or distributions of such property and improvements and accessions thereto);
|
(19)
|
any interest or title of a lessor, licensor or sublicensor in the property subject to any lease, license or sublicense entered into in the ordinary course of business;
|
(20)
|
Liens on cash or Cash Equivalents on deposit to secure reimbursement obligations under letters of credit incurred in the ordinary course of business;
|
(21)
|
Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any Person that is a Permitted Joint Venture Investment owned by Issuer or any Restricted Subsidiary to the extent securing Non-Recourse Debt or other Indebtedness of such Unrestricted Subsidiary or Person;
|
(22)
|
Liens arising under operating agreements, joint venture agreements, partnership agreements, contracts for sale and other agreements arising in the ordinary course of business that are customary in the Permitted Business, and applicable only to the assets that are the subject of such agreements or contracts;
|
(23)
|
Liens securing Hedging Obligations;
|
(24)
|
Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;
|
(25)
|
Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;
|
(26)
|
Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
|
(27)
|
Liens securing any arrangement for treasury, depositary or cash management services provided to Issuer or any of its Restricted Subsidiaries in the ordinary course of business;
|
(28)
|
Liens with respect to obligations that do not exceed at any time the greater of (x) $500.0 million and (y) 1.0% of Issuer’s Total Assets at such time;
|
(29)
|
Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements; and
|
(30)
|
Liens, if any, incurred in connection with the Towers Transaction or the Existing Sprint Spectrum Program.
|
(1)
|
payments to Parent to permit Parent to pay reasonable accounting, legal, investment banking fees and administrative expenses of Parent when due; and
|
(2)
|
for so long as Issuer is a member of a group filing a consolidated or combined tax return with Parent, payments to Parent in respect of an allocable portion of the tax liabilities of such group that is attributable to Issuer and its Subsidiaries (“Tax Payments”). The Tax Payments shall not exceed the lesser of (i) the amount of the relevant tax (including any penalties and interest) that Issuer would owe if Issuer were filing a separate tax return (or a separate consolidated or combined return with its Subsidiaries that are members of the consolidated or combined group), taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of Issuer and such Subsidiaries from other taxable years and (ii) the net amount of the relevant tax that Parent actually owes to the appropriate taxing authority.
|
(1)
|
the principal amount or, in the case of Disqualified Stock or Preferred Stock, liquidation preference, of the Indebtedness, Disqualified Stock or Preferred Stock so Refinanced (plus, in the case of Indebtedness, the amount of accrued interest and premium, if any paid in connection therewith), and
|
(2)
|
if the Indebtedness being Refinanced was issued with any original issue discount, the accreted value of such Indebtedness (as determined in accordance with GAAP) at the time of such Refinancing;
|
(1)
|
such Indebtedness, Disqualified Stock or Preferred Stock has a final maturity date or redemption date, as applicable, later than the final maturity date or redemption date, as applicable, of, and has a Weighted
|
(2)
|
Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness, Disqualified Stock or Preferred Stock being Refinanced;
|
(3)
|
if the Indebtedness, Disqualified Stock or Preferred Stock being Refinanced is contractually subordinated in right of payment to the notes, such Indebtedness, Disqualified Stock or Preferred Stock is contractually subordinated in right of payment to, the notes, on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness, Disqualified Stock or Preferred Stock being Refinanced at the time of the Refinancing; and
|
(4)
|
such Indebtedness or Disqualified Stock is incurred or issued by Issuer or such Indebtedness, Disqualified Stock or Preferred Stock is incurred or issued by the Restricted Subsidiary who is the obligor on the Indebtedness being Refinanced or the issuer of the Disqualified Stock or Preferred Stock being Refinanced, or a Restricted Subsidiary of such obligor or issuer.
|
(1)
|
with respect to Issuer, any Indebtedness of Issuer which is by its terms subordinated in right of payment to the notes of the applicable series; and
|
(2)
|
with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in right of payment to such Guarantor’s Guarantee of the notes of the applicable series.
|
(1)
|
any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and
|
(2)
|
any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).
|
(1)
|
with respect to the 2026 notes and any redemption date, the yield to maturity of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published (or the relevant information is no longer published therein), any publicly available source of similar market data)) most nearly equal to the period from such redemption date to February 1, 2021; provided, however, that if the period from such redemption
|
(2)
|
with respect to the 2028 notes and any redemption date, the yield to maturity of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published (or the relevant information is no longer published therein), any publicly available source of similar market data)) most nearly equal to the period from such redemption date to February 1, 2023; provided, however, that if the period from such redemption date to February 1, 2023 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. Issuer will (1) calculate the Treasury Rate on the third business day preceding the applicable redemption date and (2) prior to such redemption date file with the trustee an officers’ certificate setting forth the Applicable Premium and the Treasury Rate and showing the calculation of each in reasonable detail.
|
(1)
|
except as permitted by the covenant described above under the caption “—Certain Covenants—Transactions with Affiliates,” such Subsidiary is not party to any agreement, contract, arrangement or understanding with Issuer or any Restricted Subsidiary of Issuer unless the terms of any such agreement, contract, arrangement or understanding are, taken as a whole, no less favorable to Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Issuer;
|
(2)
|
such Subsidiary does not hold any Liens on any property of Parent, Issuer or any of its Restricted Subsidiaries; and
|
(3)
|
such Subsidiary has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Issuer or any of its Restricted Subsidiaries, except to the extent that such guarantee or credit support would be released upon such designation.
|
(1)
|
the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by
|
(2)
|
the then outstanding principal amount of such Indebtedness.
|
|
| |
|
| |
Principal Amount of Notes
|
||||||
Security
|
| |
Selling
Securityholder
|
| |
Beneficially
Owned and
Offered Hereby
|
| |
Percentage of
Series of
Securities
Outstanding
|
| |
Percentage
Outstanding
After the
Offering(1)
|
4.000% Senior Notes due 2022-1 of T-Mobile USA, Inc.
|
| |
Deutsche Telekom AG(2)(3)
|
| |
$1,000,000,000
|
| |
100%
|
| |
—
|
4.500% Senior Notes due 2026-1 of T-Mobile USA, Inc.
|
| |
Deutsche Telekom AG(2)(3)
|
| |
$1,000,000,000
|
| |
100%
|
| |
—
|
5.375% Senior Notes due 2027-1 of T-Mobile USA, Inc.
|
| |
Deutsche Telekom AG(2)(3)
|
| |
$1,250,000,000
|
| |
100%
|
| |
—
|
4.750% Senior Notes due 2028-1 of T-Mobile USA, Inc.
|
| |
Deutsche Telekom AG(2)(3)
|
| |
$1,500,000,000
|
| |
100%
|
| |
—
|
(1)
|
Assumes all of the securities offered by this prospectus are sold.
|
(2)
|
The notes are held directly by Deutsche Telekom AG. The address of Deutsche Telekom AG is Friedrich-Ebert-Allee 140, 53113 Bonn, Germany.
|
•
|
each of the Company’s directors;
|
•
|
each of the Company’s named executive officers;
|
•
|
all of the Company’s directors and executive officers as a group; and
|
•
|
each person known by the Company to beneficially own more than 5% of the outstanding shares of the Company’s common stock.
|
*
|
Represents less than 1%
|
(1)
|
Unless otherwise indicated, the address of each person is c/o T-Mobile US, Inc., 12920 SE 38th Street, Bellevue, Washington 98006.
|
(2)
|
Includes 6,250 shares of common stock from vested restricted stock units that have been deferred.
|
(3)
|
Includes 5,000,000 shares of common stock held indirectly by Claure Mobile L.L.C. (“Claure Mobile”), a Delaware limited liability company wholly owned by Mr. Claure, which are subject to a voting proxy (the “Claure Proxy”) pursuant to the Proxy, Lock-Up and ROFR Agreement, dated as of June 22, 2020, by and among Deutsche Telekom AG (“Deutsche Telekom”), Claure Mobile and Marcelo Claure,
|
(4)
|
Includes 8,200 shares of common stock held by Datar Investment LLC and 13,724 shares held by Safari LLC. Mr. Datar is a co-manager of Datar Investment LLC and Safari LLC and has shared voting and investment power over the securities held by these entities.
|
(5)
|
Beneficial ownership information for the Company’s former executive officers, Messrs. Legere, Carter and Carey, is as of April 1, 2020, the most recent date for which information is available. Messrs. Legere, Carter and Carey ceased to be executive officers of the Company as of April 1, 2020, June 30, 2020 and April 13, 2020, respectively.
|
(6)
|
According to the Schedule 13D/A filed by Deutsche Telekom on July 29, 2020, reflecting 538,590,941 shares of common stock held of record by Deutsche Telekom Holding B.V., which is a direct wholly owned subsidiary of T-Mobile Global Holding GmbH, which is a direct wholly owned subsidiary of T-Mobile Global Zwischenholding GmbH, which is a direct wholly owned subsidiary of Deutsche Telekom, over which shares each of the foregoing entities claims sole voting and dispositive power. Also includes (i) 106,291,623 shares of common stock held by Delaware Project 6 L.L.C. (“Project 6 LLC”), a wholly owned subsidiary of SoftBank Group Corp. (“SoftBank”), which are subject to a voting proxy (the “SoftBank Proxy”) pursuant to the Proxy, Lock-Up and ROFR Agreement, dated as of April 1, 2020, by and between Deutsche Telekom and SoftBank, pursuant to which SoftBank has agreed to vote such shares in the manner directed by Deutsche Telekom (with respect to 101,491,623 of which shares Deutsche Telekom has call options that can be exercised at any time prior to June 22, 2024) and (ii) 5,000,000 shares of common stock held by Claure Mobile, which are subject to the Claure Proxy, pursuant to which Claure Mobile has agreed to vote such shares in the manner directed by Deutsche Telekom.
|
(7)
|
According to the Schedule 13D/A filed by SoftBank on July 30, 2020, reflecting sole dispositive power with respect to 106,291,623 shares of common stock. The shares are held directly by Project 6 LLC, a wholly owned subsidiary of SoftBank. SoftBank has entered into the SoftBank Proxy pursuant to which SoftBank has agreed to vote any shares beneficially owned by SoftBank in the manner directed by Deutsche Telekom. As a result, SoftBank does not have voting power with respect to any such shares of common stock.
|
•
|
in market transactions, including transactions on a national securities exchange or quotations service or over-the-counter market;
|
•
|
in privately negotiated transactions;
|
•
|
through the writing of options;
|
•
|
through the settlement of short-sales, in each case subject to compliance with the Securities Act and other applicable securities laws;
|
•
|
if we agree to it prior to the distribution, through one or more underwriters on a firm commitment or best-efforts basis;
|
•
|
through broker-dealers, which may act as agents or principals;
|
•
|
directly to one or more purchasers;
|
•
|
through agents; or
|
•
|
in any combination of the above or by any other legally available means.
|
•
|
the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 6, 2020, including those portions of our Proxy Statement on Schedule 14A filed with the SEC on April 21, 2020 that are incorporated by reference in such Annual Report;
|
•
|
the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020 filed with the SEC on May 6, 2020 and August 6, 2020 (as amended by Amendment No. 1 to the Quarterly Report on Form 10-Q filed on August 10, 2020); and
|
•
|
the Company’s Current Reports on Form 8-K filed with the SEC on February 11, 2020, February 19, 2020, February 20, 2020, March 12, 2020, March 19, 2020, March 25, 2020, April 1, 2020 at 9:23 a.m. Eastern time (as amended by the Current Report on Form 8-K/A filed on April 17, 2020), April 1, 2020 at 9:40 a.m. Eastern time (excluding all information deemed furnished and not filed other than the sections titled “Risk Factors” and “Recent Developments” in Exhibit 99.1 thereto), April 13, 2020, April 16, 2020, April 24, 2020, May 18, 2020, June 8, 2020, June 17, 2020 at 4:46 p.m. Eastern time, June 17, 2020 at 5:04 p.m. Eastern time, June 18, 2020, June 22, 2020, June 26, 2020 at 4:26 p.m. Eastern time, June 26, 2020 at 4:34 p.m. Eastern time, July 1, 2020, July 28, 2020, August 4, 2020, September 17, 2020 and September 18, 2020.
|
SEC Registration Fee
|
| |
$*
|
Legal Fees and Expenses
|
| |
**
|
Trustee Fees and Expenses
|
| |
**
|
Accounting Fees and Expenses
|
| |
**
|
Printing Expenses
|
| |
**
|
Listing Fees
|
| |
**
|
Miscellaneous
|
| |
**
|
Total
|
| |
$ **
|
*
|
In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the registration fee for the securities offered by this prospectus.
|
**
|
These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time.
|
Exhibit No.
|
| |
Document
|
|
| |
|
1.1*
|
| |
Form of Underwriting or Purchase Agreement.
|
|
| |
|
| |
Business Combination Agreement, among Deutsche Telekom AG, T-Mobile USA, Inc., T-Mobile Global Zwischenholding GmbH, T-Mobile Global Holding GmbH and MetroPCS Communications, Inc., dated as of October 3, 2012 (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on October 3, 2012).
|
|
|
| |
|
| |
Consent Solicitation Letter Agreement, dated December 5, 2012, by and among MetroPCS Communications, Inc. and Deutsche Telekom AG, amending Exhibit G to the Business Combination Agreement (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on December 7, 2012).
|
|
|
| |
|
| |
Amendment No. 1 to the Business Combination Agreement, by and among Deutsche Telekom AG, T-Mobile USA, Inc., T-Mobile Global Zwischenholding GmbH, T-Mobile Global Holding GmbH and MetroPCS Communications, Inc., dated as of April 14, 2013 (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on April 15, 2013).
|
|
|
| |
|
| |
Business Combination Agreement, dated as of April 29, 2018, by and among T-Mobile US, Inc., Huron Merger Sub LLC, Superior Merger Sub Corporation, Sprint Corporation, Starburst I, Inc., Galaxy Investment Holdings, Inc., and for the limited purposes set forth therein, Deutsche Telekom AG, Deutsche Telekom Holding B.V. and SoftBank Group Corp. (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on April 30, 2018).
|
|
|
| |
|
| |
Amendment No. 1, dated as of July 26, 2019, to the Business Combination Agreement, dated as of April 29, 2018, by and among and among T-Mobile US, Inc., Huron Merger Sub LLC, Superior Merger Sub Corp., Sprint Corporation, Starburst I, Inc., Galaxy Investment Holdings, Inc., and for the limited purposes set forth therein, Deutsche Telekom AG, Deutsche Telekom Holding B.V., and SoftBank Group Corp. (incorporated by reference to Exhibit 2.2 to our Current Report on Form 8-K filed with the SEC on July 26, 2019).
|
|
|
| |
|
| |
Amendment No. 2, dated as of February 20, 2020, to the Business Combination Agreement, dated as of April 29, 2018, by and among T-Mobile US, Inc., Huron Merger Sub LLC, Superior Merger Sub Corporation, Sprint Corporation, Starburst I, Inc., Galaxy Investment Holdings, Inc., and for the limited purposes set forth therein, Deutsche Telekom AG, Deutsche Telekom Holding B.V., and SoftBank Group Corp., as amended (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on February 20, 2020).
|
|
|
| |
|
| |
Asset Purchase Agreement, dated as of July 26, 2019, by and among T-Mobile US, Inc., Sprint Corporation and DISH Network Corporation (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on July 26, 2019).
|
|
|
| |
|
| |
First Amendment to the Asset Purchase Agreement, dated June 17, 2020, by and among T-Mobile US, Inc., Sprint Corporation and DISH Network Corporation (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on June 17, 2020 at 4:46 p.m. Eastern time).
|
|
|
| |
|
| |
Fifth Amended and Restated Certificate of Incorporation of T-Mobile US, Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on April 1, 2020).
|
Exhibit No.
|
| |
Document
|
|
| |
|
| |
Seventh Amended and Restated Bylaws of T-Mobile US, Inc. (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed with the SEC on April 1, 2020).
|
|
|
| |
|
| |
Amended and Restated Certificate of Incorporation of T-Mobile USA, Inc. (incorporated by reference to Exhibit 3.3 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
|
| |
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| |
Amended and Restated Bylaws of T-Mobile USA, Inc. (incorporated by reference to Exhibit 3.4 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
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| |
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| |
Certificate of Formation of Alda Wireless Holdings, LLC, as amended.
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| |
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| |
Limited Liability Company Agreement of Alda Wireless Holdings, LLC.
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| |
|
| |
Certificate of Formation of American Telecasting Development, LLC, as amended.
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| |
|
| |
Limited Liability Company Agreement of American Telecasting Development, LLC, as amended.
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| |
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| |
Certificate of Formation of American Telecasting of Anchorage, LLC, as amended.
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| |
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| |
Limited Liability Company Agreement of American Telecasting of Anchorage, LLC, as amended.
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| |
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| |
Certificate of Formation of American Telecasting of Columbus, LLC, as amended.
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| |
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| |
Limited Liability Company Agreement of American Telecasting of Columbus, LLC, as amended.
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| |
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| |
Certificate of Formation of American Telecasting of Denver, LLC, as amended.
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| |
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| |
Limited Liability Company Agreement of American Telecasting of Denver, LLC, as amended.
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| |
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| |
Certificate of Formation of American Telecasting of Ft. Collins, LLC, as amended.
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| |
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| |
Limited Liability Company Agreement of American Telecasting of Ft. Collins, LLC, as amended.
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| |
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| |
Certificate of Formation of American Telecasting of Fort Myers, LLC, as amended.
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| |
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| |
Limited Liability Company Agreement of American Telecasting of Fort Myers, LLC, as amended.
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| |
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| |
Certificate of Formation of American Telecasting of Green Bay, LLC, as amended.
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| |
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| |
Limited Liability Company Agreement of American Telecasting of Green Bay, LLC, as amended.
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| |
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| |
Certificate of Formation of American Telecasting of Lansing, LLC, as amended.
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| |
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| |
Limited Liability Company Agreement of American Telecasting of Lansing, LLC, as amended.
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| |
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| |
Certificate of Formation of American Telecasting of Lincoln, LLC, as amended.
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| |
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| |
Limited Liability Company Agreement of American Telecasting of Lincoln, LLC, as amended.
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| |
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| |
Certificate of Formation of American Telecasting of Little Rock, LLC, as amended.
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| |
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| |
Limited Liability Company Agreement of American Telecasting of Little Rock, LLC, as amended.
|
Exhibit No.
|
| |
Document
|
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| |
|
| |
Certificate of Formation of American Telecasting of Louisville, LLC, as amended.
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| |
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| |
Limited Liability Company Agreement of American Telecasting of Louisville, LLC, as amended.
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| |
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| |
Certificate of Formation of American Telecasting of Medford, LLC, as amended.
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| |
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| |
Limited Liability Company Agreement of American Telecasting of Medford, LLC, as amended.
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| |
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| |
Certificate of Formation of American Telecasting of Michiana, LLC, as amended.
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| |
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| |
Limited Liability Company Agreement of American Telecasting of Michiana, LLC, as amended.
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| |
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| |
Certificate of Formation of American Telecasting of Monterey, LLC, as amended.
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| |
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| |
Limited Liability Company Agreement of American Telecasting of Monterey, LLC, as amended.
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| |
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| |
Certificate of Formation of American Telecasting of Redding, LLC, as amended.
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| |
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| |
Limited Liability Company Agreement of American Telecasting of Redding, LLC, as amended.
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| |
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| |
Certificate of Formation of American Telecasting of Santa Barbara, LLC, as amended.
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| |
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| |
Limited Liability Company Agreement of American Telecasting of Santa Barbara, LLC, as amended.
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| |
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| |
Certificate of Formation of American Telecasting of Seattle, LLC, as amended.
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| |
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| |
Limited Liability Company Agreement of American Telecasting of Seattle, LLC, as amended.
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| |
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| |
Certificate of Formation of American Telecasting of Sheridan, LLC, as amended.
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| |
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| |
Limited Liability Company Agreement of American Telecasting of Sheridan, LLC, as amended.
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| |
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| |
Certificate of Formation of American Telecasting of Yuba City, LLC, as amended.
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| |
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| |
Limited Liability Company Agreement of American Telecasting of Yuba City, LLC, as amended.
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| |
Certificate of Formation of APC Realty and Equipment Company, LLC, as amended.
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| |
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| |
Limited Liability Company Agreement of APC Realty and Equipment Company, LLC.
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| |
Certificate of Formation of Assurance Wireless of South Carolina, LLC.
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| |
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| |
Operating Agreement of Assurance Wireless of South Carolina, LLC.
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| |
Amended and Restated Certificate of Limited Partnership of Assurance Wireless USA, L.P.
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| |
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| |
Limited Partnership Agreement of Assurance Wireless USA, L.P. (f/k/a Virgin Mobile USA, L.P.).
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| |
Certificate of Formation of ATI Sub, LLC.
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| |
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| |
Limited Liability Company Agreement of ATI Sub, LLC, as amended.
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| |
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| |
Certificate of Formation of Boost Worldwide, LLC, as amended.
|
Exhibit No.
|
| |
Document
|
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| |
|
| |
Operating Agreement of Boost Worldwide, LLC.
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| |
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| |
Certificate of Formation of Broadcast Cable, LLC, as amended.
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| |
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| |
Limited Liability Company Agreement of Broadcast Cable, LLC, as amended.
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| |
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| |
Articles of Organization of Clear Wireless LLC, as amended.
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| |
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| |
Limited Liability Company Agreement of Clear Wireless LLC.
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| |
|
| |
Certificate of Formation of Clearwire Communications LLC, as amended.
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| |
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| |
Second Amended and Restated Agreement of Clearwire Communications LLC.
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| |
Articles of Organization of Clearwire Hawaii Partners Spectrum, LLC.
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| |
Limited Liability Company Agreement of Clearwire Hawaii Partners Spectrum, LLC.
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| |
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| |
Articles of Organization of Clearwire IP Holdings LLC.
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| |
|
| |
Limited Liability Company Agreement of Clearwire IP Holdings LLC.
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| |
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| |
Certificate of Formation of Clearwire Legacy LLC, as amended.
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| |
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| |
Limited Liability Company Agreement of Clearwire Legacy LLC (f/k/a Clearwire MergerSub LLC).
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| |
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| |
Articles of Organization of Clearwire Spectrum Holdings II LLC, as amended.
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| |
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| |
Limited Liability Company Agreement of Clearwire Spectrum Holdings II LLC.
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| |
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| |
Articles of Organization of Clearwire Spectrum Holdings III LLC, as amended.
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| |
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| |
Limited Liability Company Agreement of Clearwire Spectrum Holdings III LLC.
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| |
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| |
Articles of Organization of Clearwire Spectrum Holdings LLC.
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| |
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| |
Limited Liability Company Agreement of Clearwire Spectrum Holdings LLC.
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| |
Certificate of Formation of Clearwire XOHM LLC, as amended.
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| |
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| |
Limited Liability Company Agreement of Clearwire XOHM LLC (f/k/a SX Sub, LLC).
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| |
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| |
Certificate of Formation of Fixed Wireless Holdings, LLC, as amended.
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| |
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| |
Limited Liability Company Agreement of Fixed Wireless Holdings, LLC.
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| |
|
| |
Certificate of Formation of Fresno MMDS Associates, LLC, as amended.
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| |
|
| |
Limited Liability Company Agreement of Fresno MMDS Associates, LLC, as amended.
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| |
|
| |
Certificate of Formation of IBSV LLC (incorporated by reference to Exhibit 3.5 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
Exhibit No.
|
| |
Document
|
|
| |
|
| |
Limited Liability Company Certificate of Amendment of IBSV LLC (incorporated by reference to Exhibit 3.81 to our Post-Effective Amendment No. 1 to Form S-3, filed on September 3, 2014).
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|
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| |
|
| |
Limited Liability Company Agreement of IBSV LLC (incorporated by reference to Exhibit 3.6 to our Registration Statement on Form S-4, filed on December 13, 2013).
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|
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| |
|
| |
Amended and Restated Certificate of Incorporation of Independent Wireless One Leased Realty Corporation, as amended.
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| |
|
| |
Amended and Restated Bylaws of Independent Wireless One Leased Realty Corporation.
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| |
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| |
Certificate of Formation of Kennewick Licensing, LLC, as amended.
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| |
|
| |
Amended and Restated Limited Liability Company Agreement of Kennewick Licensing, LLC, as amended.
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| |
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| |
Certificate of Formation of L3TV Chicagoland Cable System, LLC.
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| |
|
| |
Limited Liability Company Agreement of L3TV Chicagoland Cable System, LLC.
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| |
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| |
Certificate of Formation of L3TV Colorado Cable System, LLC, as amended.
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| |
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| |
Limited Liability Company Agreement of L3TV Colorado Cable System, LLC.
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| |
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| |
Certificate of Formation of L3TV Dallas Cable System, LLC.
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| |
|
| |
Limited Liability Company Agreement of L3TV Dallas Cable System, LLC.
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|
| |
|
| |
Certificate of Formation of L3TV DC Cable System, LLC.
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| |
|
| |
Limited Liability Company Agreement of L3TV DC Cable System, LLC.
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| |
|
| |
Certificate of Formation of L3TV Detroit Cable System, LLC.
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| |
|
| |
Limited Liability Company Agreement of L3TV Detroit Cable System, LLC.
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| |
|
| |
Certificate of Formation of L3TV Los Angeles Cable System, LLC.
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|
| |
|
| |
Limited Liability Company Agreement of L3TV Los Angeles Cable System, LLC.
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|
| |
|
| |
Certificate of Formation of L3TV Minneapolis Cable System, LLC.
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| |
|
| |
Limited Liability Company Agreement of L3TV Minneapolis Cable System, LLC.
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|
| |
|
| |
Certificate of Formation of L3TV New York Cable System, LLC.
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|
|
| |
|
| |
Limited Liability Company Agreement of L3TV New York Cable System, LLC.
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|
|
| |
|
| |
Certificate of Formation of L3TV Philadelphia Cable System, LLC.
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|
|
| |
|
| |
Limited Liability Company Agreement of L3TV Philadelphia Cable System, LLC.
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|
|
| |
|
| |
Certificate of Formation of L3TV San Francisco Cable System, LLC.
|
Exhibit No.
|
| |
Document
|
|
| |
|
| |
Limited Liability Company Agreement of L3TV San Francisco Cable System, LLC.
|
|
|
| |
|
| |
Certificate of Formation of L3TV Seattle Cable System, LLC.
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|
|
| |
|
| |
Limited Liability Company Agreement of L3TV Seattle Cable System, LLC.
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|
|
| |
|
| |
Third Amended and Restated Certificate of Incorporation of Layer3 TV, Inc.
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|
|
| |
|
| |
Bylaws of Layer3 TV, Inc. (f/k/a Firefly Subsidiary, Inc.).
|
|
|
| |
|
| |
Certificate of Formation of MetroPCS California, LLC, as amended (incorporated by reference to Exhibit 3.55 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
|
| |
|
| |
Amended and Restated Limited Liability Company Agreement of MetroPCS California, LLC (incorporated by reference to Exhibit 3.56 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
|
| |
|
| |
Certificate of Formation of MetroPCS Florida, LLC (incorporated by reference to Exhibit 3.57 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
|
| |
|
| |
Amended and Restated Limited Liability Company Agreement of MetroPCS Florida, LLC (incorporated by reference to Exhibit 3.58 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
|
| |
|
| |
Certificate of Formation of MetroPCS Georgia, LLC (incorporated by reference to Exhibit 3.59 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
|
| |
|
| |
Amended and Restated Limited Liability Company Agreement of MetroPCS Georgia, LLC (incorporated by reference to Exhibit 3.60 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
|
| |
|
| |
Certificate of Formation of MetroPCS Massachusetts, LLC (incorporated by reference to Exhibit 3.61 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
|
| |
|
| |
Amended and Restated Limited Liability Company Agreement of MetroPCS Massachusetts, LLC (incorporated by reference to Exhibit 3.62 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
|
| |
|
| |
Certificate of Formation of MetroPCS Michigan, LLC (incorporated by reference to Exhibit 3.63 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
|
| |
|
| |
Limited Liability Company Agreement of MetroPCS Michigan, LLC (incorporated by reference to Exhibit 3.64 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
|
| |
|
| |
Certificate of Formation of MetroPCS Nevada, LLC (incorporated by reference to Exhibit 3.65 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
|
| |
|
| |
Amended and Restated Limited Liability Company Agreement of MetroPCS Nevada, LLC (incorporated by reference to Exhibit 3.66 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
|
| |
|
| |
Certificate of Formation of MetroPCS New York, LLC (incorporated by reference to Exhibit 3.67 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
Exhibit No.
|
| |
Document
|
|
| |
|
| |
Amended and Restated Limited Liability Company Agreement of MetroPCS New York, LLC (incorporated by reference to Exhibit 3.68 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
|
| |
|
| |
Certificate of Formation of MetroPCS Pennsylvania, LLC (incorporated by reference to Exhibit 3.69 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
|
| |
|
| |
Amended and Restated Limited Liability Company Agreement of MetroPCS Pennsylvania, LLC (incorporated by reference to Exhibit 3.70 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
|
| |
|
| |
Certificate of Formation of MetroPCS Texas, LLC (incorporated by reference to Exhibit 3.71 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
|
| |
|
| |
Second Amended and Restated Limited Liability Company Agreement of MetroPCS Texas, LLC (incorporated by reference to Exhibit 3.72 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
|
| |
|
| |
Certificate of Formation of MetroPCS Networks California, LLC, as amended (incorporated by reference to Exhibit 3.75 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
|
| |
|
| |
Amended and Restated Limited Liability Company Agreement of MetroPCS Networks California, LLC (incorporated by reference to Exhibit 3.76 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
|
| |
|
| |
Certificate of Formation of MetroPCS Networks Florida, LLC, as amended (incorporated by reference to Exhibit 3.77 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
|
| |
|
| |
Amended and Restated Limited Liability Company Agreement of MetroPCS Networks Florida, LLC (incorporated by reference to Exhibit 3.78 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
|
| |
|
| |
Certificate of Formation of MinorCo, LLC.
|
|
|
| |
|
| |
Operating Agreement of MinorCo, LLC.
|
|
|
| |
|
| |
Certificate of Incorporation of Nextel Communications of the Mid-Atlantic, Inc., as amended.
|
|
|
| |
|
| |
By-Laws of Nextel Communications of the Mid-Atlantic, Inc.
|
|
|
| |
|
| |
Restated Certificate of Incorporation of Nextel of New York, Inc.
|
|
|
| |
|
| |
Bylaws of Nextel of New York, Inc. (f/k/a Smart SMR of New York, Inc.).
|
|
|
| |
|
| |
Certificate of Formation of Nextel Retail Stores, LLC.
|
|
|
| |
|
| |
Limited Liability Company Agreement of Nextel Retail Stores, LLC.
|
|
|
| |
|
| |
Amended and Restated Certificate of Incorporation of Nextel South Corp., as amended.
|
|
|
| |
|
| |
By-Laws of Nextel South Corp. (f/k/a Dial Call, Inc.).
|
|
|
| |
|
| |
Certificate of Formation of Nextel Systems, LLC.
|
Exhibit No.
|
| |
Document
|
|
| |
|
| |
Operating Agreement of Nextel Systems, LLC.
|
|
|
| |
|
| |
Certificate of Incorporation of Nextel West Corp., as amended.
|
|
|
| |
|
| |
Amended and Restated Bylaws of Nextel West Corp.
|
|
|
| |
|
| |
Certificate of Formation of NSAC, LLC, as amended.
|
|
|
| |
|
| |
Amended and Restated Limited Liability Company Agreement of NSAC, LLC, as amended.
|
|
|
| |
|
| |
Certificate of Formation of PCTV Gold II, LLC.
|
|
|
| |
|
| |
Amended and Restated Limited Liability Company Agreement of PCTV Gold II, LLC, as amended.
|
|
|
| |
|
| |
Certificate of Formation of PCTV Sub, LLC, as amended.
|
|
|
| |
|
| |
Limited Liability Company Agreement of PCTV Sub, LLC, as amended.
|
|
|
| |
|
| |
Certificate of Formation of People’s Choice TV of Houston, LLC.
|
|
|
| |
|
| |
Limited Liability Company Agreement of People’s Choice TV of Houston, LLC, as amended.
|
|
|
| |
|
| |
Certificate of Formation of People’s Choice TV of St. Louis, LLC.
|
|
|
| |
|
| |
Limited Liability Company Agreement of People’s Choice TV of St. Louis, LLC, as amended.
|
|
|
| |
|
| |
Certificate of Formation of PRWireless PR, LLC.
|
|
|
| |
|
| |
Limited Liability Company Agreement of PRWireless PR, LLC.
|
|
|
| |
|
| |
Second Amended and Restated Certificate of Incorporation of PushSpring, Inc.
|
|
|
| |
|
| |
Amended and Restated Bylaws of PushSpring, Inc.
|
|
|
| |
|
| |
Certificate of Formation of SFE 1, LLC.
|
|
|
| |
|
| |
Second Amended and Restated Limited Liability Company Agreement of SFE 1, LLC.
|
|
|
| |
|
| |
Certificate of Formation of SFE 2, LLC.
|
|
|
| |
|
| |
Second Amended and Restated Limited Liability Company Agreement of SFE 2, LLC.
|
|
|
| |
|
| |
Articles of Incorporation of SIHI New Zealand Holdco, Inc., as amended.
|
|
|
| |
|
| |
Bylaws of SIHI New Zealand Holdco, Inc.
|
|
|
| |
|
| |
Certificate of Formation of SN Holdings (BR I) LLC.
|
|
|
| |
|
| |
Limited Liability Company Agreement of SN Holdings (BR I) LLC.
|
|
|
| |
|
| |
Certificate of Formation of SpeedChoice of Detroit, LLC.
|
|
|
| |
|
| |
Limited Liability Company Agreement of SpeedChoice of Detroit, LLC, as amended.
|
Exhibit No.
|
| |
Document
|
|
| |
|
| |
Certificate of Formation of SpeedChoice of Phoenix, LLC.
|
|
|
| |
|
| |
Limited Liability Company Agreement of SpeedChoice of Phoenix, LLC, as amended.
|
|
|
| |
|
| |
Certificate of Formation of Sprint (Bay Area), LLC.
|
|
|
| |
|
| |
Limited Liability Company Agreement of Sprint (Bay Area), LLC, as amended.
|
|
|
| |
|
| |
Certificate of Incorporation of Sprint Capital Corporation, as amended.
|
|
|
| |
|
| |
Bylaws of Sprint Capital Corporation.
|
|
|
| |
|
| |
Amended and Restated Articles of Incorporation of Sprint Communications, Inc., as amended.
|
|
|
| |
|
| |
Amended and Restated Bylaws of Sprint Communications, Inc.
|
|
|
| |
|
| |
Certificate of Limited Partnership of Sprint Communications Company L.P., as amended.
|
|
|
| |
|
| |
Amended and Restated Agreement of Limited Partnership of Sprint Communications Company L.P. (f/k/a US Sprint Communications Company Limited Partnership).
|
|
|
| |
|
| |
Articles of Incorporation of Sprint Communications Company of New Hampshire, Inc., as amended.
|
|
|
| |
|
| |
Bylaws of Sprint Communications Company of New Hampshire, Inc. (f/k/a US Sprint Communications Company of New Hampshire, Inc.), as amended.
|
|
|
| |
|
| |
Articles of Incorporation of Sprint Communications Company of Virginia, Inc., as amended.
|
|
|
| |
|
| |
Bylaws of Sprint Communications Company of Virginia, Inc. (f/k/a U.S. Telephone of Virginia, Inc.), as amended.
|
|
|
| |
|
| |
Certificate of Formation of Sprint Connect LLC.
|
|
|
| |
|
| |
Second Amended and Restated Operating Agreement of Sprint Connect LLC.
|
|
|
| |
|
| |
Amended and Restated Certificate of Incorporation of Sprint Corporation, a Delaware corporation.
|
|
|
| |
|
| |
Amended and Restated Bylaws of Sprint Corporation, a Delaware corporation.
|
|
|
| |
|
| |
Articles of Incorporation of Sprint Corporation, a Kansas corporation.
|
|
|
| |
|
| |
Bylaws of Sprint Corporation, a Kansas corporation.
|
|
|
| |
|
| |
Articles of Incorporation of Sprint Corporation, a Missouri corporation.
|
|
|
| |
|
| |
Bylaws of Sprint Corporation (f/k/a United Telecommunications, Inc.), a Missouri corporation.
|
|
|
| |
|
| |
Articles of Incorporation of Sprint eBusiness, Inc., as amended
|
|
|
| |
|
| |
Bylaws of Sprint eBusiness, Inc.
|
|
|
| |
|
| |
Certificate of Formation of Sprint Enterprise Mobility, LLC, as amended.
|
Exhibit No.
|
| |
Document
|
|
| |
|
| |
Operating Agreement of Sprint Enterprise Mobility, LLC.
|
|
|
| |
|
| |
Articles of Incorporation of Sprint Enterprise Network Services, Inc.
|
|
|
| |
|
| |
Bylaws of Sprint Enterprise Network Services, Inc. (f/k/a Pen Enterprises, Inc.).
|
|
|
| |
|
| |
Articles of Incorporation of Sprint eWireless, Inc., as amended.
|
|
|
| |
|
| |
Bylaws of Sprint eWireless, Inc.
|
|
|
| |
|
| |
Restated Certificate of Incorporation of Sprint International Communications Corporation, as amended.
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|
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| |
|
| |
Bylaws of Sprint International Communications Corporation (f/k/a Telenet Communications Corporation), as amended.
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| |
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| |
Articles of Incorporation of Sprint International Holding, Inc., as amended.
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| |
|
| |
Bylaws of Sprint International Holding, Inc.
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| |
|
| |
Certificate of Incorporation of Sprint International Incorporated, as amended.
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| |
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| |
Bylaws of Sprint International Incorporated (f/k/a GTE Communications Network Systems Incorporated).
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| |
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| |
Certificate of Formation of Sprint International Network Company LLC.
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| |
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| |
Operating Agreement of Sprint International Network Company LLC.
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| |
|
| |
Amended and Restated Certificate of Formation of Sprint PCS Assets, L.L.C.
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| |
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| |
Operating Agreement of Sprint PCS Assets, L.L.C. (f/k/a Cox PCS Assets, L.L.C.).
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|
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| |
|
| |
Certificate of Incorporation of Sprint Solutions, Inc.
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| |
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| |
Bylaws of Sprint Solutions, Inc.
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| |
|
| |
Certificate of Formation of Sprint Spectrum Holding Company, LLC.
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| |
|
| |
Operating Agreement of Sprint Spectrum Holding Company, LLC, as amended.
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| |
|
| |
Certificate of Limited Partnership of Sprint Spectrum L.P., as amended.
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| |
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| |
Agreement of Limited Partnership of Sprint Spectrum L.P. (f/k/a MajorCo Sub, L.P.), as amended.
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| |
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| |
Certificate of Formation of Sprint Spectrum Realty Company, LLC.
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| |
|
| |
Operating Agreement of Sprint Spectrum Realty Company, LLC.
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| |
|
| |
Articles of Incorporation of Sprint/United Management Company, as amended.
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| |
|
| |
Amended and Restated Bylaws of Sprint/United Management Company.
|
Exhibit No.
|
| |
Document
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| |
|
| |
Articles of Incorporation of SprintCom, Inc., as amended.
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| |
|
| |
Bylaws of SprintCom, Inc.
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| |
|
| |
Articles of Incorporation of SWV Six, Inc., as amended.
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| |
|
| |
Amended and Restated Bylaws of SWV Six, Inc.
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| |
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| |
Certificate of Formation of T-Mobile Central LLC, as amended (incorporated by reference to Exhibit 3.25 to our Registration Statement on Form S-4, filed on December 13, 2013).
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|
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| |
|
| |
Limited Liability Company Agreement of T-Mobile Central LLC (incorporated by reference to Exhibit 3.26 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
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| |
|
| |
Certificate of Formation of T-Mobile Financial LLC (incorporated by reference to Exhibit 3.79 to our Post-Effective Amendment No. 1 to Form S-3, filed on September 3, 2014).
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|
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| |
|
| |
Limited Liability Company Agreement of T-Mobile Financial LLC (incorporated by reference to Exhibit 3.80 to our Post-Effective Amendment No. 1 to Form S-3, filed on September 3, 2014).
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|
|
| |
|
| |
Certificate of Formation of T-Mobile Leasing LLC (incorporated by reference to Exhibit 3.82 to our Post-Effective Amendment No. 2 to Form S-3, filed on November 2, 2015).
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|
|
| |
|
| |
Limited Liability Company Agreement of T-Mobile Leasing LLC (incorporated by reference to Exhibit 3.83 to our Post-Effective Amendment No. 2 to Form S-3, filed on November 2, 2015).
|
|
|
| |
|
| |
Certificate of Formation of T-Mobile License LLC (incorporated by reference to Exhibit 3.27 to our Registration Statement on Form S-4, filed on December 13, 2013).
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|
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| |
|
| |
Limited Liability Company Agreement of T-Mobile License LLC (incorporated by reference to Exhibit 3.28 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
|
| |
|
| |
Certificate of Formation of T-Mobile Northeast LLC (incorporated by reference to Exhibit 3.29 to our Registration Statement on Form S-4, filed on December 13, 2013).
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|
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| |
|
| |
Limited Liability Company Agreement of T-Mobile Northeast LLC (incorporated by reference to Exhibit 3.30 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
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| |
|
| |
Certificate of Formation of T-Mobile PCS Holdings LLC, as amended (incorporated by reference to Exhibit 3.31 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
|
| |
|
| |
Limited Liability Company Agreement of T-Mobile PCS Holdings LLC (incorporated by reference to Exhibit 3.32 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
|
| |
|
| |
Certificate of Formation of T-Mobile Puerto Rico Holdings LLC, as amended (incorporated by reference to Exhibit 3.33 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
|
| |
|
| |
Limited Liability Company Agreement of T-Mobile Puerto Rico Holdings LLC (incorporated by reference to Exhibit 3.34 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
|
| |
|
| |
Certificate of Formation of T-Mobile Puerto Rico LLC, as amended (incorporated by reference to Exhibit 3.35 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
Exhibit No.
|
| |
Document
|
|
| |
|
| |
Amended and Restated Limited Liability Company Agreement of T-Mobile Puerto Rico LLC (incorporated by reference to Exhibit 3.36 to our Registration Statement on Form S-4, filed on December 13, 2013).
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|
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| |
|
| |
Certificate of Incorporation of T-Mobile Resources Corporation, as amended (incorporated by reference to Exhibit 3.37 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
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| |
|
| |
Bylaws of T-Mobile Resources Corporation (incorporated by reference to Exhibit 3.38 to our Registration Statement on Form S-4, filed on December 13, 2013).
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|
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| |
|
| |
Certificate of Formation of T-Mobile South LLC (incorporated by reference to Exhibit 3.39 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
|
| |
|
| |
Limited Liability Company Agreement of T-Mobile South LLC (incorporated by reference to Exhibit 3.40 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
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| |
|
| |
Certificate of Formation of T-Mobile Subsidiary IV LLC.
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| |
|
| |
Limited Liability Company Agreement of T-Mobile Subsidiary IV LLC.
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|
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| |
|
| |
Certificate of Formation of T-Mobile West LLC (incorporated by reference to Exhibit 3.43 to our Registration Statement on Form S-4, filed on December 13, 2013).
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|
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| |
|
| |
Limited Liability Company Agreement of T-Mobile West LLC (incorporated by reference to Exhibit 3.44 to our Registration Statement on Form S-4, filed on December 13, 2013).
|
|
|
| |
|
| |
Certificate of Formation of TDI Acquisition Sub, LLC.
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| |
|
| |
Limited Liability Company Agreement of TDI Acquisition Sub, LLC, as amended.
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| |
|
| |
Certificate of Incorporation of Theory Mobile, Inc., as amended.
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| |
|
| |
Bylaws of Theory Mobile, Inc.
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| |
|
| |
Certificate of Formation of Transworld Telecom II, LLC.
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| |
|
| |
Limited Liability Company Agreement of Transworld Telecom II, LLC, as amended.
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| |
|
| |
Articles of Incorporation of US Telecom, Inc., as amended.
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| |
|
| |
Bylaws of US Telecom, Inc. (f/k/a United Telecom Communications, Inc.), as amended.
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| |
|
| |
Articles of Incorporation of USST of Texas, Inc., as amended.
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|
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| |
|
| |
Bylaws of USST of Texas, Inc.
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|
|
| |
|
| |
Articles of Organization of Utelcom LLC.
|
|
|
| |
|
| |
Operating Agreement of Utelcom LLC, as amended.
|
|
|
| |
|
| |
Certificate of Formation of Virgin Mobile USA – Evolution, LLC, as amended.
|
|
|
| |
|
| |
Operating Agreement of Virgin Mobile USA – Evolution, LLC.
|
Exhibit No.
|
| |
Document
|
|
| |
|
| |
Certificate of Formation of VMU GP, LLC, as amended.
|
|
|
| |
|
| |
Amended and Restated Limited Liability Company Agreement of VMU GP, LLC.
|
|
|
| |
|
| |
Certificate of Formation of WBS of America, LLC.
|
|
|
| |
|
| |
Limited Liability Company Agreement of WBS of America, LLC, as amended.
|
|
|
| |
|
| |
Certificate of Formation of WBS of Sacramento, LLC.
|
|
|
| |
|
| |
Limited Liability Company Agreement of WBS of Sacremento, LLC, as amended.
|
|
|
| |
|
| |
Certificate of Formation of WBSY Licensing, LLC.
|
|
|
| |
|
| |
Limited Liability Company Agreement of WBSY Licensing, LLC, as amended.
|
|
|
| |
|
| |
Certificate of Formation of WCOF, LLC.
|
|
|
| |
|
| |
Amended and Restated Limited Liability Company Agreement of WCOF, LLC, as amended.
|
|
|
| |
|
| |
Certificate of Formation of Wireless Broadband Services of America, L.L.C.
|
|
|
| |
|
| |
Amended and Restated Limited Liability Company Agreement of Wireless Broadband Services of America, L.L.C., as amended.
|
|
|
| |
|
| |
Certificate of Incorporation of Wireline Leasing Co., Inc.
|
|
|
| |
|
| |
Bylaws of Wireline Leasing Co., Inc.
|
|
|
| |
|
| |
Certificate of Amendment to Certificate of Formation of IBSV LLC.
|
|
|
| |
|
| |
Certificate of Merger Merging MetroPCS Finance California, LLC with and into MetroPCS California, LLC.
|
|
|
| |
|
| |
Certificate of Merger of PCS81, LLC and MetroPCS Georgia, LLC.
|
|
|
| |
|
| |
Certificate of Merger Merging MetroPCS Finance Massachusetts, LLC with and into MetroPCS Massachusetts, LLC.
|
|
|
| |
|
| |
Certificate of Merger Merging Royal Street BTA 262, LLC with and into MetroPCS Networks California, LLC.
|
|
|
| |
|
| |
Certificates of Merger of MetroPCS Networks Florida, LLC.
|
|
|
| |
|
| |
Certificate of Merger Merging MetroPCS Finance New York, LLC with and into MetroPCS New York, LLC.
|
|
|
| |
|
| |
Certificate of Merger Merging MetroPCS Finance Pennsylvania, LLC with and into MetroPCS Pennsylvania, LLC.
|
|
|
| |
|
| |
Certificate of Merger Merging MetroPCS Finance Texas, LLC with and into MetroPCS Texas, LLC.
|
Exhibit No.
|
| |
Document
|
|
| |
|
| |
Certificates of Merger of T-Mobile Central LLC.
|
|
|
| |
|
| |
Certificates of Merger of T-Mobile License LLC.
|
|
|
| |
|
| |
Certificates of Merger of T-Mobile Northeast LLC.
|
|
|
| |
|
| |
Certificate of Merger of T-Mobile Puerto Rico LLC.
|
|
|
| |
|
| |
Certificates of Merger of T-Mobile South LLC.
|
|
|
| |
|
| |
Certificate of Merger of T-Mobile USA, Inc.
|
|
|
| |
|
| |
Indenture, dated as of April 28, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on May 2, 2013).
|
|
|
| |
|
| |
Eleventh Supplemental Indenture, dated as of May 1, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.12 to our Current Report on Form 8-K filed with the SEC on May 2, 2013).
|
|
|
| |
|
| |
Sixteenth Supplemental Indenture, dated as of August 11, 2014, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.3 to our Quarterly Report on Form 10-Q filed with the SEC on October 28, 2014).
|
|
|
| |
|
| |
Nineteenth Supplemental Indenture, dated as of September 28, 2015, by and among T-Mobile USA, Inc., T-Mobile Leasing LLC, the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.3 to our Quarterly Report on Form 10-Q filed with the SEC on October 27, 2015).
|
|
|
| |
|
| |
Twenty-Sixth Supplemental Indenture, dated as of April 27, 2017, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.000% Senior Note due 2022-1 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on April 28, 2017).
|
|
|
| |
|
| |
Twenty-Eighth Supplemental Indenture, dated as of April 28, 2017, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.375% Senior Note due 2027-1 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K, filed on April 28, 2017).
|
|
|
| |
|
| |
Thirtieth Supplemental Indenture, dated as of May 9, 2017, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on May 9, 2017).
|
|
|
| |
|
| |
Thirty-Fourth Supplemental Indenture, dated as of April 26, 2018, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.5 to our Quarterly Report on Form 10-Q, filed with the SEC on May 1, 2018).
|
Exhibit No.
|
| |
Document
|
|
| |
|
| |
Thirty-Fifth Supplemental Indenture, dated as of April 30, 2018, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.500% Senior Note due 2026-1 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on May 4, 2018).
|
|
|
| |
|
| |
Thirty-Sixth Supplemental Indenture, dated as of April 30, 2018, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.750% Senior Note due 2028-1 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on May 4, 2018).
|
|
|
| |
|
| |
Thirty-Seventh Supplemental Indenture, dated as of May 20, 2018, by and among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on May 21, 2018).
|
|
|
| |
|
| |
Thirty-Eighth Supplemental Indenture, dated as of December 20, 2018, by and among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on December 21, 2018).
|
|
|
| |
|
| |
Thirty-Ninth Supplemental Indenture, dated as of December 20, 2018, by and among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.41 to our Annual Report on Form 10-K filed with the SEC on February 7, 2019).
|
|
|
| |
|
| |
Fortieth Supplemental Indenture, dated as of September 27, 2019, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q filed with the SEC on October 28, 2019).
|
|
|
| |
|
| |
Forty-First Supplemental Indenture, dated as of April 1, 2020, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.12 to our Quarterly Report on Form 10-Q filed with the SEC on August 6, 2020).
|
|
|
| |
|
| |
Forty-Second Supplemental Indenture, dated as of May 7, 2020, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.13 to Amendment No. 1 to our Quarterly Report on Form 10-Q filed with the SEC on August 10, 2020).
|
|
|
| |
|
| |
Indenture, dated as of April 9, 2020, by and among T-Mobile USA, Inc., T-Mobile US, Inc. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on April 13, 2020).
|
|
|
| |
|
| |
Sixth Supplemental Indenture, dated as of May 7, 2020, by and among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.7 to Amendment No. 1 to our Quarterly Report on Form 10-Q filed with the SEC on August 10, 2020).
|
|
|
| |
|
| |
Exhibit 5 Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP.
|
|
|
| |
|
| |
Exhibit 5 Opinion of Polsinelli PC.
|
|
|
| |
|
| |
Exhibit 5 Opinion of McLane, Graf, Raulerson & Middleton, P.A.
|
Exhibit No.
|
| |
Document
|
|
| |
|
| |
Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1).
|
|
|
| |
|
| |
Consent of Polsinelli PC (included in Exhibit 5.2).
|
|
|
| |
|
| |
Consent of McLane, Graf, Raulerson & Middleton, P.A. (included in Exhibit 5.3).
|
|
|
| |
|
| |
Consent of PricewaterhouseCoopers LLP.
|
|
|
| |
|
| |
Consent of Deloitte & Touche LLP.
|
|
|
| |
|
| |
Powers of Attorney (included on the signature pages hereof).
|
|
|
| |
|
| |
Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Deutsche Bank Trust Company Americas, as Trustee under the Indenture, dated as of April 28, 2013.
|
|
|
| |
|
| |
Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Deutsche Bank Trust Company Americas, as Trustee under the Indenture, dated as of April 9, 2020.
|
*
|
To be filed, if necessary, as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a Current Report on Form 8-K or other report to be filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act and incorporated herein by reference.
|
†
|
Filed herewith.
|
(a)
|
The undersigned registrant hereby undertakes:
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(4)
|
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
|
(i)
|
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
|
(ii)
|
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
|
(5)
|
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
(iv)
|
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
(b)
|
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(c)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
|
|
| |
T-MOBILE US, INC.
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ G. Michael Sievert
|
|
| |
|
| |
G. Michael Sievert
President and Chief Executive Officer
|
Name
|
| |
Title
|
| |
Date
|
|
|
| |
|
| |
|
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer (Principal Executive Officer) and Director
|
| |
September 25, 2020
|
|
G. Michael Sievert
|
| |
|
| |||
|
| |
|
| |
|
|
/s/ Peter Osvaldik
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
| |
September 25, 2020
|
|
Peter Osvaldik
|
| |
|
| |||
|
| |
|
| |
|
|
/s/ Dara Bazzano
|
| |
Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)
|
| |
September 25, 2020
|
|
Dara Bazzano
|
| |
|
| |||
|
|
| |
|
|
||
/s/ Timotheus Höttges
|
| |
Chairman of the Board of Directors
|
| |
September 25, 2020
|
|
Timotheus Höttges
|
| |
|
| |||
|
| |
|
| |
|
|
/s/ Marcelo Claure
|
| |
Director
|
| |
September 25, 2020
|
|
Marcelo Claure
|
| |
|
| |
|
|
|
| |
|
| |
|
|
/s/ Srikant M. Datar
|
| |
Director
|
| |
September 25, 2020
|
|
Srikant M. Datar
|
| |
|
| |
|
|
|
| |
|
| |
|
|
/s/ Srini Gopalan
|
| |
Director
|
| |
September 25, 2020
|
|
Srini Gopalan
|
| |
|
| |
|
|
|
| |
|
| |
|
|
/s/ Lawrence H. Guffey
|
| |
Director
|
| |
September 25, 2020
|
|
Lawrence H. Guffey
|
| |
|
| |
|
|
Name
|
| |
Title
|
| |
Date
|
|
| |
|
| |
|
/s/ Christian P. Illek
|
| |
Director
|
| |
September 25, 2020
|
Christian P. Illek
|
| |
|
| |
|
|
| |
|
| |
|
/s/ Stephen R. Kappes
|
| |
Director
|
| |
September 25, 2020
|
Stephen R. Kappes
|
| |
|
| |
|
|
| |
|
| |
|
/s/ Raphael Kübler
|
| |
Director
|
| |
September 25, 2020
|
Raphael Kübler
|
| |
|
| |
|
|
| |
|
| |
|
/s/ Thorsten Langheim
|
| |
Director
|
| |
September 25, 2020
|
Thorsten Langheim
|
| |
|
| |
|
|
| |
|
| |
|
/s/ Teresa A. Taylor
|
| |
Director
|
| |
September 25, 2020
|
Teresa A. Taylor
|
| |
|
| |
|
|
| |
|
| |
|
/s/ Kelvin R. Westbrook
|
| |
Director
|
| |
September 25, 2020
|
Kelvin R. Westbrook
|
| |
|
| |
|
|
| |
T-Mobile USA, Inc.
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ G. Michael Sievert
|
|
| |
|
| |
G. Michael Sievert
President and Chief Executive Officer
|
Signature
|
| |
Title
|
| |
Date
|
|
|
| |
|
| |
|
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer (Principal Executive Officer)
|
| |
September 25, 2020
|
|
G. Michael Sievert
|
| |
|
| |||
|
| |
|
| |
|
|
/s/ Peter Osvaldik
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) and Director
|
| |
September 25, 2020
|
|
Peter Osvaldik
|
| |
|
| |||
|
|
| |
|
|
||
/s/ Dara Bazzano
|
| |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
| |
September 25, 2020
|
|
Dara Bazzano
|
| |
|
| |||
|
| |
|
| |
|
|
/s/ David A. Miller
|
| |
Director
|
| |
September 25, 2020
|
|
David A. Miller
|
| |
|
| |
|
|
|
| |
Assurance Wireless of South Carolina, LLC
Virgin Mobile USA – Evolution, LLC
|
|||
|
| |||||
|
| |
By:
|
| |
/s/ G. Michael Sievert
|
|
| |
|
| |
G. Michael Sievert
President and Chief Executive Officer
|
Signature
|
| |
Title
|
| |
Date
|
|
|
| |
|
| |
|
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer (Principal Executive Officer)
|
| |
September 25, 2020
|
|
G. Michael Sievert
|
| |
|
| |||
|
| |
|
| |
|
|
/s/ Peter Osvaldik
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
| |
September 25, 2020
|
|
Peter Osvaldik
|
| |
|
| |||
|
| |
|
| |
|
|
/s/ Dara Bazzano
|
| |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
| |
September 25, 2020
|
|
Dara Bazzano
|
| |
|
| |||
|
| |
|
| |
|
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer of Assurance Wireless USA, L.P., the Registrant’s Member
|
| |
September 25, 2020
|
|
G. Michael Sievert
|
| |
|
| |||
|
|
| |
|
|
|
| |
American Telecasting Development, LLC
ATI Sub, LLC
Clearwire Legacy LLC
Clearwire Spectrum Holdings III LLC
NSAC, LLC
TDI Acquisition Sub, LLC
|
|||
|
| |||||
|
| |
By:
|
| |
/s/ G. Michael Sievert
|
|
| |
|
| |
G. Michael Sievert
President and Chief Executive Officer
|
Signature
|
| |
Title
|
| |
Date
|
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer (Principal Executive Officer)
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|||
|
| |
|
| |
|
/s/ Peter Osvaldik
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
| |
September 25, 2020
|
Peter Osvaldik
|
| |
|
|||
|
| |
|
| |
|
/s/ Dara Bazzano
|
| |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
| |
September 25, 2020
|
Dara Bazzano
|
| |
|
|||
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer of Clearwire Communications LLC, the Registrant’s Member
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|
| |
Clearwire Spectrum Holdings II LLC
Clearwire Spectrum Holdings LLC
Fixed Wireless Holdings, LLC
|
|||
|
| |||||
|
| |
By:
|
| |
/s/ G. Michael Sievert
|
|
| |
|
| |
G. Michael Sievert
President and Chief Executive Officer
|
Signature
|
| |
Title
|
| |
Date
|
|
|
| |
|
| |
|
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer (Principal Executive Officer)
|
| |
September 25, 2020
|
|
G. Michael Sievert
|
| |
|
| |
|
|
|
| |
|
| |
|
|
/s/ Peter Osvaldik
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
| |
September 25, 2020
|
|
Peter Osvaldik
|
| |
|
| |
|
|
|
| |
|
| |
|
|
/s/ Dara Bazzano
|
| |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
| |
September 25, 2020
|
|
Dara Bazzano
|
| |
|
| |
|
|
|
| |
|
| |
|
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer of Clearwire Legacy LLC, the Registrant’s Member
|
| |
September 25, 2020
|
|
G. Michael Sievert
|
| |
|
| |
|
|
| |
Broadcast Cable, LLC
Kennewick Licensing, LLC
WBSY Licensing, LLC
|
|||
|
| |||||
|
| |
By:
|
| |
/s/ G. Michael Sievert
|
|
| |
|
| |
G. Michael Sievert
President and Chief Executive Officer
|
Signature
|
| |
Title
|
| |
Date
|
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer (Principal Executive Officer)
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|||
|
| |
|
| |
|
/s/ Peter Osvaldik
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
| |
September 25, 2020
|
Peter Osvaldik
|
| |
|
|||
|
| |
|
| |
|
/s/ Dara Bazzano
|
| |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
| |
September 25, 2020
|
Dara Bazzano
|
| |
|
|||
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer of Clearwire XOHM LLC, the Registrant’s Manager
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|
| |
Alda Wireless Holdings, LLC
American Telecasting of Columbus, LLC
American Telecasting of Denver, LLC
American Telecasting of Fort Myers, LLC
American Telecasting of Ft. Collins, LLC
American Telecasting of Green Bay, LLC
American Telecasting of Lansing, LLC
American Telecasting of Lincoln, LLC
American Telecasting of Louisville, LLC
American Telecasting of Medford, LLC
American Telecasting of Michiana, LLC
American Telecasting of Monterey, LLC
American Telecasting of Redding, LLC
American Telecasting of Santa Barbara, LLC
American Telecasting of Sheridan, LLC
American Telecasting of Yuba City, LLC
Clearwire Hawaii Partners Spectrum, LLC
Fresno MMDS Associates, LLC
PCTV Gold II, LLC
PCTV Sub, LLC
People’s Choice TV of Houston, LLC
People’s Choice TV of St. Louis, LLC
SpeedChoice of Detroit, LLC
SpeedChoice of Phoenix, LLC
Sprint (Bay Area), LLC
Transworld Telecom II, LLC
WBS of America, LLC
WBS of Sacramento, LLC
WCOF, LLC
Wireless Broadband Services of America, L.L.C.
|
|||
|
| |||||
|
| |
By:
|
| |
/s/ G. Michael Sievert
|
|
| |
|
| |
G. Michael Sievert
President and Chief Executive Officer
|
Signature
|
| |
Title
|
| |
Date
|
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer (Principal Executive Officer)
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|||
|
| |
|
| |
|
/s/ Peter Osvaldik
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
| |
September 25, 2020
|
Peter Osvaldik
|
| |
|
|||
|
| |
|
| |
|
/s/ Dara Bazzano
|
| |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
| |
September 25, 2020
|
Dara Bazzano
|
| |
|
|||
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer of Clearwire XOHM LLC,
the Registrant’s Member
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|
| |
IBSV LLC
L3TV Detroit Cable System, LLC
L3TV Minneapolis Cable System, LLC
L3TV Philadelphia Cable System, LLC
L3TV San Francisco Cable System, LLC
L3TV Seattle Cable System, LLC
T-Mobile License LLC
T-Mobile Northeast LLC
T-Mobile Puerto Rico Holdings LLC
T-Mobile Puerto Rico LLC
T-Mobile South LLC
T-Mobile Subsidiary IV LLC
T-Mobile West LLC
|
|||
|
| |||||
|
| |
By:
|
| |
/s/ G. Michael Sievert
|
|
| |
|
| |
G. Michael Sievert
President and Chief Executive Officer
|
Signature
|
| |
Title
|
| |
Date
|
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer (Principal Executive Officer)
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|||
|
| |
|
| |
|
/s/ Peter Osvaldik
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
| |
September 25, 2020
|
Peter Osvaldik
|
| |
|
|||
|
| |
|
| |
|
/s/ Dara Bazzano
|
| |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
| |
September 25, 2020
|
Dara Bazzano
|
| |
|
|||
|
| |
|
| |
|
/s/ David A. Miller
|
| |
Manager
|
| |
September 25, 2020
|
David A. Miller
|
| |
|
|
| |
T-Mobile Resources Corporation
|
|||
|
| |||||
|
| |
By:
|
| |
/s/ G. Michael Sievert
|
|
| |
|
| |
G. Michael Sievert
President and Chief Executive Officer
|
Signature
|
| |
Title
|
| |
Date
|
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer (Principal Executive Officer)
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|||
|
| |
|
| |
|
/s/ Peter Osvaldik
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
| |
September 25, 2020
|
Peter Osvaldik
|
| |
|
|||
|
| |
|
| |
|
/s/ Dara Bazzano
|
| |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
| |
September 25, 2020
|
Dara Bazzano
|
| |
|
|||
|
| |
|
| |
|
/s/ David A. Miller
|
| |
Director
|
| |
September 25, 2020
|
David A. Miller
|
| |
|
| |
|
|
| |
L3TV Chicagoland Cable System, LLC
L3TV Colorado Cable System, LLC
L3TV Dallas Cable System, LLC
L3TV DC Cable System, LLC
L3TV Los Angeles Cable System, LLC
L3TV New York Cable System, LLC
|
|||
|
| |||||
|
| |
By:
|
| |
/s/ G. Michael Sievert
|
|
| |
|
| |
G. Michael Sievert
President and Chief Executive Officer
|
Signature
|
| |
Title
|
| |
Date
|
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer (Principal Executive Officer)
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|||
|
| |
|
| |
|
/s/ Peter Osvaldik
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
| |
September 25, 2020
|
Peter Osvaldik
|
| |
|
|||
|
| |
|
| |
|
/s/ Dara Bazzano
|
| |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
| |
September 25, 2020
|
Dara Bazzano
|
| |
|
|||
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer of Layer3 TV, Inc., the Registrant’s Manager
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|
| |
Clearwire XOHM LLC
|
|||
|
| |||||
|
| |
By:
|
| |
/s/ G. Michael Sievert
|
|
| |
|
| |
G. Michael Sievert
President and Chief Executive Officer
|
Signature
|
| |
Title
|
| |
Date
|
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer (Principal Executive Officer)
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|||
|
| |
|
| |
|
/s/ Peter Osvaldik
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
| |
September 25, 2020
|
Peter Osvaldik
|
| |
|
|||
|
| |
|
| |
|
/s/ Dara Bazzano
|
| |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
| |
September 25, 2020
|
Dara Bazzano
|
| |
|
|||
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer of Nextel West Corp., the Registrant’s Member
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|
| |
SFE 1, LLC
SFE 2, LLC
|
|||
|
| |||||
|
| |
By:
|
| |
/s/ G. Michael Sievert
|
|
| |
|
| |
G. Michael Sievert
President and Chief Executive Officer
|
Signature
|
| |
Title
|
| |
Date
|
|
|
| |
|
| |
|
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer (Principal Executive Officer)
|
| |
September 25, 2020
|
|
G. Michael Sievert
|
| |
|
| |||
|
| |
|
| |
|
|
/s/ Peter Osvaldik
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) and Director
|
| |
September 25, 2020
|
|
Peter Osvaldik
|
| |
|
| |||
|
|
| |
|
|
||
/s/ Dara Bazzano
|
| |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
| |
September 25, 2020
|
|
Dara Bazzano
|
| |
|
| |||
|
| |
|
| |
|
|
/s/ David A. Miller
|
| |
Director
|
| |
September 25, 2020
|
|
David A. Miller
|
| |
|
| |
|
|
|
| |
|
| |
|
|
|
| |
Director
|
| |
September 25, 2020
|
|
Albert J. Fioravanti
|
| |
|
| |
|
|
|
| |
Independent Wireless One Leased Realty Corporation
Layer3 TV, Inc.
Nextel Communications of the Mid-Atlantic, Inc.
Nextel of New York, Inc.
Nextel South Corp.
Nextel West Corp.
PushSpring, Inc.
SIHI New Zealand Holdco, Inc.
Sprint Capital Corporation
Sprint Communications, Inc.
Sprint Communications Company of New Hampshire, Inc.
Sprint Communications Company of Virginia, Inc.
Sprint Corporation (Delaware)
Sprint Corporation (Kansas)
Sprint Corporation (Missouri)
Sprint eBusiness, Inc.
Sprint Enterprise Network Services, Inc.
Sprint eWireless, Inc.
Sprint International Communications Corporation
Sprint International Holding, Inc.
Sprint International Incorporated
Sprint Solutions, Inc.
Sprint/United Management Company
SWV Six, Inc.
Theory Mobile, Inc.
US Telecom, Inc.
USST of Texas, Inc.
Wireline Leasing Co., Inc.
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ G. Michael Sievert
|
|
| |
|
| |
G. Michael Sievert
President and Chief Executive Officer
|
Signature
|
| |
Title
|
| |
Date
|
|
|
| |
|
| |
|
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer (Principal Executive Officer)
|
| |
September 25, 2020
|
|
G. Michael Sievert
|
| |
|
| |||
|
| |
|
| |
|
|
/s/ Peter Osvaldik
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) and Director
|
| |
September 25, 2020
|
|
Peter Osvaldik
|
| |
|
| |||
|
|
| |
|
|
||
/s/ Dara Bazzano
|
| |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
| |
September 25, 2020
|
|
Dara Bazzano
|
| |
|
| |||
|
| |
|
| |
|
|
/s/ David A. Miller
|
| |
Director
|
| |
September 25, 2020
|
|
David A. Miller
|
| |
|
| |
|
|
|
| |
SprintCom, Inc.
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Peter Osvaldik
|
|
| |
|
| |
Peter Osvaldik
President and Treasurer
|
Signature
|
| |
Title
|
| |
Date
|
|
|
| |
|
| |
|
|
/s/ Peter Osvaldik
|
| |
President and Treasurer (Principal Executive Officer and Principal Financial Officer) and Director
|
| |
September 25, 2020
|
|
Peter Osvaldik
|
| |
|
| |||
|
|
| |
|
|
||
/s/ Dara Bazzano
|
| |
Assistant Controller (Principal Accounting Officer)
|
| |
September 25, 2020
|
|
Dara Bazzano
|
| |
|
| |||
|
| |
|
| |
|
|
/s/ David A. Miller
|
| |
Director
|
| |
September 25, 2020
|
|
David A. Miller
|
| |
|
| |
|
|
|
| |
T-Mobile Financial LLC
T-Mobile Leasing LLC
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Peter Osvaldik
|
|
| |
|
| |
Peter Osvaldik
President and Treasurer
|
Signature
|
| |
Title
|
| |
Date
|
|
|
| |
|
| |
|
|
/s/ Peter Osvaldik
|
| |
President and Treasurer (Principal Executive Officer and Principal Financial Officer) and Manager
|
| |
September 25, 2020
|
|
Peter Osvaldik
|
| |
|
| |||
|
|
| |
|
|
||
/s/ Dara Bazzano
|
| |
Assistant Controller (Principal Accounting Officer)
|
| |
September 25, 2020
|
|
Dara Bazzano
|
| |
|
| |||
|
| |
|
| |
|
|
/s/ David A. Miller
|
| |
Manager
|
| |
September 25, 2020
|
|
David A. Miller
|
| |
|
| |
|
|
|
| |
Clearwire Communications LLC
|
|||
|
| |
|
| |
|
|
| |||||
|
| |
By:
|
| |
/s/ G. Michael Sievert
|
|
| |
|
| |
G. Michael Sievert
President and Chief Executive Officer
|
Signature
|
| |
Title
|
| |
Date
|
|
|
| |
|
| |||
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer (Principal Executive Officer)
|
| |
September 25, 2020
|
|
G. Michael Sievert
|
| |
|
| |||
|
| |
|
| |||
/s/ Peter Osvaldik
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
| |
September 25, 2020
|
|
Peter Osvaldik
|
| |
|
| |
|
|
|
| |
|
| |||
/s/ Dara Bazzano
|
| |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
| |
September 25, 2020
|
|
Dara Bazzano
|
| |
|
| |||
|
| |
|
| |||
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer of Sprint Communications, Inc., the Registrant’s Member
|
| |
September 25, 2020
|
|
G. Michael Sievert
|
| |
|
|
|
| |
Sprint International Network Company LLC
|
|||
|
| |||||
|
| |
By:
|
| |
/s/ G. Michael Sievert
|
|
| |
|
| |
G. Michael Sievert
President and Chief Executive Officer
|
Signature
|
| |
Title
|
| |
Date
|
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer (Principal Executive Officer)
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|||
|
| |
|
| |
|
/s/ Peter Osvaldik
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
| |
September 25, 2020
|
Peter Osvaldik
|
| |
|
|||
|
| |
|
| |
|
/s/ Dara Bazzano
|
| |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
| |
September 25, 2020
|
Dara Bazzano
|
| |
|
|||
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer of Sprint International Communications Corporation, the Registrant’s Member
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|
| |
SN Holdings (BR I) LLC
|
|||
|
| |||||
|
| |
By:
|
| |
/s/ G. Michael Sievert
|
|
| |
|
| |
G. Michael Sievert
President and Chief Executive Officer
|
Signature
|
| |
Title
|
| |
Date
|
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer (Principal Executive Officer)
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|||
|
| |
|
| |
|
/s/ Peter Osvaldik
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
| |
September 25, 2020
|
Peter Osvaldik
|
| |
|
|||
|
| |
|
| |
|
/s/ Dara Bazzano
|
| |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
| |
September 25, 2020
|
Dara Bazzano
|
| |
|
|||
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer of Sprint International Holding, Inc., the Registrant’s Member
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|
| |
Sprint Spectrum L.P.
|
|||
|
| |||||
|
| |
By:
|
| |
/s/ Peter Osvaldik
|
|
| |
|
| |
Peter Osvaldik
President and Treasurer
|
Signature
|
| |
Title
|
| |
Date
|
|
|
| |
|
| |
|
|
/s/ Peter Osvaldik
|
| |
President and Treasurer (Principal Executive Officer and Principal Financial Officer) and Manager
|
| |
September 25, 2020
|
|
Peter Osvaldik
|
| |
|
| |||
|
|
| |
|
|
||
/s/ Dara Bazzano
|
| |
Assistant Controller (Principal Accounting Officer)
|
| |
September 25, 2020
|
|
Dara Bazzano
|
| |
|
| |||
|
| |
|
| |
|
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer of Sprint Spectrum Holding Company, LLC, the Registrant’s General Partner
|
| |
September 25, 2020
|
|
G. Michael Sievert
|
| |
|
|
|
| |
APC Realty and Equipment Company, LLC
Sprint PCS Assets, L.L.C.
Sprint Spectrum Realty Company, LLC
|
|||
|
| |||||
|
| |
By:
|
| |
/s/ G. Michael Sievert
|
|
| |
|
| |
G. Michael Sievert
President and Chief Executive Officer
|
Signature
|
| |
Title
|
| |
Date
|
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer (Principal Executive Officer)
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|||
|
| |
|
| |
|
/s/ Peter Osvaldik
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
| |
September 25, 2020
|
Peter Osvaldik
|
| |
|
|||
|
| |
|
| |
|
/s/ Dara Bazzano
|
| |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
| |
September 25, 2020
|
Dara Bazzano
|
| |
|
|||
|
| |
|
| |
|
/s/ Peter Osvaldik
|
| |
President and Treasurer of Sprint Spectrum L.P., the Registrant’s Member
|
| |
September 25, 2020
|
Peter Osvaldik
|
| |
|
|
| |
Nextel Systems, LLC
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ G. Michael Sievert
|
|
| |
|
| |
G. Michael Sievert
President and Chief Executive Officer
|
Signature
|
| |
Title
|
| |
Date
|
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer (Principal Executive Officer)
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|||
|
| |
|
| |
|
/s/ Peter Osvaldik
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
| |
September 25, 2020
|
Peter Osvaldik
|
| |
|
|||
|
| |
|
| |
|
/s/ Dara Bazzano
|
| |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
| |
September 25, 2020
|
Dara Bazzano
|
| |
|
|||
|
| |
|
| |
|
/s/ Peter Osvaldik
|
| |
President and Treasurer of SprintCom, Inc., the Registrant’s Member
|
| |
September 25, 2020
|
Peter Osvaldik
|
| |
|
|||
|
| |
|
| |
|
/s/ Peter Osvaldik
|
| |
President and Treasurer of Sprint Spectrum L.P., the Registrant’s Member
|
| |
September 25, 2020
|
Peter Osvaldik
|
| |
|
|
| |
American Telecasting of Anchorage, LLC
American Telecasting of Little Rock, LLC
American Telecasting of Seattle, LLC
Boost Worldwide, LLC
Clear Wireless LLC
Clearwire IP Holdings LLC
Nextel Retail Stores, LLC
PRWireless PR, LLC
Sprint Enterprise Mobility, LLC
VMU GP, LLC
|
|||
|
| |||||
|
| |
By:
|
| |
/s/ G. Michael Sievert
|
|
| |
|
| |
G. Michael Sievert
President and Chief Executive Officer
|
Signature
|
| |
Title
|
| |
Date
|
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer (Principal Executive Officer)
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|||
|
| |
|
| |
|
/s/ Peter Osvaldik
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
| |
September 25, 2020
|
Peter Osvaldik
|
| |
|
|||
|
| |
|
| |
|
/s/ Dara Bazzano
|
| |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
| |
September 25, 2020
|
Dara Bazzano
|
| |
|
|||
|
| |
|
| |
|
/s/ Peter Osvaldik
|
| |
President and Treasurer of SprintCom, Inc., the Registrant’s Member
|
| |
September 25, 2020
|
Peter Osvaldik
|
| |
|
|||
|
| |
|
| |
|
|
| |
T-Mobile Central LLC
T-Mobile PCS Holdings LLC
|
|||
|
| |||||
|
| |
By:
|
| |
/s/ G. Michael Sievert
|
|
| |
|
| |
G. Michael Sievert
President and Chief Executive Officer
|
Signature
|
| |
Title
|
| |
Date
|
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer (Principal Executive Officer)
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|||
|
| |
|
| |
|
/s/ Peter Osvaldik
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
| |
September 25, 2020
|
Peter Osvaldik
|
| |
|
|||
|
| |
|
| |
|
/s/ Dara Bazzano
|
| |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
| |
September 25, 2020
|
Dara Bazzano
|
| |
|
|||
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer of
T-Mobile USA, Inc., the Registrant’s Member
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|||
|
| |
|
| |
|
|
| |
MinorCo, LLC
Sprint Spectrum Holding Company, LLC
|
|||
|
| |||||
|
| |
By:
|
| |
/s/ G. Michael Sievert
|
|
| |
|
| |
G. Michael Sievert
President and Chief Executive Officer
|
Signature
|
| |
Title
|
| |
Date
|
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer (Principal Executive Officer)
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|||
|
| |
|
| |
|
/s/ Peter Osvaldik
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
| |
September 25, 2020
|
Peter Osvaldik
|
| |
|
|||
|
| |
|
| |
|
/s/ Dara Bazzano
|
| |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
| |
September 25, 2020
|
Dara Bazzano
|
| |
|
|||
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer of US Telecom, Inc., the Registrant’s Member
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|||
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer of SWV Six, Inc., the Registrant’s Member
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|
| |
Sprint Communications Company L.P.
|
|||
|
| |||||
|
| |
By:
|
| |
/s/ G. Michael Sievert
|
|
| |
|
| |
G. Michael Sievert
President and Chief Executive Officer
|
Signature
|
| |
Title
|
| |
Date
|
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer (Principal Executive Officer)
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|||
|
| |
|
| |
|
/s/ Peter Osvaldik
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
| |
September 25, 2020
|
Peter Osvaldik
|
| |
|
|||
|
| |
|
| |
|
/s/ Dara Bazzano
|
| |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
| |
September 25, 2020
|
Dara Bazzano
|
| |
|
|||
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer of US Telecom, Inc., the Registrant’s General Partner
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|
| |
Utelcom LLC
|
|||
|
| |||||
|
| |
By:
|
| |
/s/ G. Michael Sievert
|
|
| |
|
| |
G. Michael Sievert
President and Chief Executive Officer
|
Signature
|
| |
Title
|
| |
Date
|
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer (Principal Executive Officer)
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|||
|
| |
|
| |
|
/s/ Peter Osvaldik
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
| |
September 25, 2020
|
Peter Osvaldik
|
| |
|
|||
|
| |
|
| |
|
/s/ Dara Bazzano
|
| |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
| |
September 25, 2020
|
Dara Bazzano
|
| |
|
|||
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer of US Telecom, Inc., the Registrant’s Member
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|
| |
Assurance Wireless USA, L.P.
|
|||
|
| |||||
|
| |
By:
|
| |
/s/ G. Michael Sievert
|
|
| |
|
| |
G. Michael Sievert
President and Chief Executive Officer
|
Signature
|
| |
Title
|
| |
Date
|
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer (Principal Executive Officer)
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|||
|
| |
|
| |
|
/s/ Peter Osvaldik
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
| |
September 25, 2020
|
Peter Osvaldik
|
| |
|
|||
|
| |
|
| |
|
/s/ Dara Bazzano
|
| |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
| |
September 25, 2020
|
Dara Bazzano
|
| |
|
|||
|
| |
|
| |
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer of VMU GP, LLC, the Registrant’s General Partner
|
| |
September 25, 2020
|
G. Michael Sievert
|
| |
|
|
| |
MetroPCS California, LLC
MetroPCS Florida, LLC
MetroPCS Georgia, LLC
MetroPCS Massachusetts, LLC
MetroPCS Michigan, LLC
MetroPCS Networks California, LLC
MetroPCS Networks Florida, LLC
MetroPCS Nevada, LLC
MetroPCS New York, LLC
MetroPCS Pennsylvania, LLC
MetroPCS Texas, LLC
|
|||
|
| |||||
|
| |
By:
|
| |
/s/ G. Michael Sievert
|
|
| |
|
| |
G. Michael Sievert
President and Chief Executive Officer
|
Signature
|
| |
Title
|
| |
Date
|
|
|
| |
|
| |
|
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer (Principal Executive Officer)
|
| |
September 25, 2020
|
|
G. Michael Sievert
|
| |
|
| |||
|
| |
|
| |
|
|
/s/ Peter Osvaldik
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) and Manager
|
| |
September 25, 2020
|
|
Peter Osvaldik
|
| |
|
| |
|
|
|
|
| |
|
|
||
/s/ Dara Bazzano
|
| |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
| |
September 25, 2020
|
|
Dara Bazzano
|
| |
|
| |||
|
| |
|
| |
|
|
/s/ David A. Miller
|
| |
Manager
|
| |
September 25, 2020
|
|
David A. Miller
|
| |
|
| |
|
|
|
| |
Sprint Connect LLC
|
|||
|
| |||||
|
| |
By:
|
| |
/s/ G. Michael Sievert
|
|
| |
|
| |
G. Michael Sievert
President and Chief Executive Officer
|
Signature
|
| |
Title
|
| |
Date
|
|
|
| |
|
| |
|
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer (Principal Executive Officer)
|
| |
September 25, 2020
|
|
G. Michael Sievert
|
| |
|
| |||
|
| |
|
| |
|
|
/s/ Peter Osvaldik
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
| |
September 25, 2020
|
|
Peter Osvaldik
|
| |
|
| |||
|
| |
|
| |
|
|
/s/ Dara Bazzano
|
| |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
| |
September 25, 2020
|
|
Dara Bazzano
|
| |
|
| |||
|
| |
|
| |
|
|
/s/ G. Michael Sievert
|
| |
President and Chief Executive Officer of Sprint Enterprise Mobility, LLC, the Registrant’s Member
|
| |
September 25, 2020
|
|
G. Michael Sievert
|
| |
|
| |||
|
|
| |
|
|
By: /s/Timothy P. O’Grady
|
||
Timothy P. O’Grady
|
||
Authorized Person
|
COMPANY:
|
MEMBER:
|
|||
Alda Wireless Holdings, LLC
|
People’s Choice TV Corp.
|
|||
By: People’s Choice TV Corp.
|
||||
Title: Manager and Sole Member
|
By: /s/ Timothy P. O’Grady
Name: Timothy P. O’Grady Title: Vice President |
|||
By: /s/ Timothy P. O’Grady
Name: Timothy P. O’Grady Title: Vice President |
1. |
Member: The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer
Entities) for each of the Transfer Entities.
|
2. |
Manager: The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer
Entities) for each of the Transfer Entities,
|
3. |
Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the
Transfer Entities are hereby amended to provide for the LLC as the sole Member and Manager for each of the Transfer Entities.
|
4. |
Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a
capital contribution of Contributor to LLC.
|
5. |
Miscellaneous:
|
|
a. |
Assignment: This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
|
|
b. |
Governing Law: This Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware.
|
|
c. |
Further Assurances: Each of the parties will, and will cause their respective affiliates to, execute and deliver such further
certificates, agreements and other documents and to take such other actions as the other parries may reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters. To
the extent any Contributed Interests are not transferred on the date hereof, the Contributor will transfer any such interests to LLC as soon as reasonably practicable after such interests become transferable.
|
Sprint HoldCo, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
SX Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
NSAC, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WBC NY, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
ATL MDS, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
LA MDS, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
NY MDS, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
SF MDS, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
Via/Net, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
Wavepath Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
Sprint (Bay Area), LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
Transworld Telecom II, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WHI Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
Bay Area Cablevision, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
TWTV Spokane, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
TTI Acquisition, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WHI SD LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
ATI Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting Development, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Anchorage, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Bend, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Bismarck, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Cincinnati, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Colorado Springs, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Columbus, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Denver, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Ft. Collins, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Fort Myers, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Green Bay, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Jackson, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Lansing, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Lincoln, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Little Rock, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Louisville, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Medford, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Michiana, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Monterey, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Oklahoma, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Portland, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Redding, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Salem/Eugene, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Santa Barbara, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
ATI of Santa Rosa, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Seattle, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Sheridan, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Toledo, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Youngstown, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Yuba City, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
PCTV Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
Alda Gold II, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
Alda Tucson, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
PCTV Gold II, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
People’s Choice TV of Albuquerque, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
People’s Choice TV of Houston, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
PCTV of Milwaukee, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
PCTV of Salt Lake City, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
People’s Choice TV of St. Louis, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
Preferred Entertainment, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
SpeedChoice of Detroit, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
SpeedChoice of Phoenix, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
Wireless Cable of Indianapolis, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
G&S TV LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WCOF, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
TDI Acquisition Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WBS California, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WBS Idaho, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WBS Montana, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
Wireless Broadband Services of America, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
Sprint Wireless Broadband Company LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
Wireless Broadcasting Systems of Knoxville, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WBS Washington, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WBS Oregon, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WBS of America, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WBS of Sacramento, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WBS of Ft. Pierce, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WBS of Melbourne, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WBS of West Palm, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|
|
/s/ Charles R. Wunsch
|
|
|
Charles R. Wunsch
|
|
|
Authorized Person
|
1.
|
The name of the limited liability company is ATI Development, LLC.
|
2.
|
The Certificate of Formation of the limited liability company is hereby amended as follows:
|
|
By: /s/ Scott Andreasen
|
|
Scott Andreasen
|
|
Assistant Secretary
|
COMPANY:
|
|
MEMBER:
|
||
American Telecasting Development, LLC
|
|
American Telecasting, Inc.
|
||
By: American Telecasting, Inc.
|
|
|
||
Title: Manager and Sole Member
|
|
By: /s/ Timothy P. O’Grady
Name: Timothy P. O’Grady
Title: Vice President
|
||
By:/s/ Timothy P. O’Grady
Name: Timothy P. O’Grady
Title: Vice President
|
|
|
1. |
Member: The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer
Entities) for each of the Transfer Entities.
|
2. |
Manager: The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer
Entities) for each of the Transfer Entities.
|
3. |
Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the Transfer Entities are
hereby amended to provide for the LLC as the sole Member and Manager for each of the Transfer Entities.
|
4. |
Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a capital
contribution of Contributor to LLC.
|
5. |
Miscellaneous:
|
|
a |
Assignment: This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
|
|
b |
Governing Law: This Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware.
|
|
c |
Further Assurances: Each of the parties will, and will cause their respective affiliates to, execute and deliver such further
certificates, agreements and other documents and to take such other actions as the other parries may reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters. To
the extent any Contributed Interests are not transferred on the date hereof, the Contributor will transfer any such interests to LLC as soon as reasonably practicable after such interests become transferable.
|
|
Sprint HoldCo, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
SX Sub, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
NSAC, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
WBC NY, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
ATL MDS, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
LA MDS, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
NY MDS, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
SF MDS, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
Via/Net, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
Wavepath Sub, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
Sprint (Bay Area), LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
Transworld Telecom II, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
WHI Sub, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
Bay Area Cablevision, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
TWTV Spokane, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
TTI Acquisition, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
WHI SD LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
ATI Sub, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
American Telecasting Development, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
American Telecasting of Anchorage, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
American Telecasting of Bend, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
American Telecasting of Bismarck, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
American Telecasting of Cincinnati, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
American Telecasting of Colorado Springs, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
American Telecasting of Columbus, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
American Telecasting of Denver, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
American Telecasting of Ft. Collins, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
American Telecasting of Fort Myers, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Green Bay, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
American Telecasting of Jackson, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
American Telecasting of Lansing, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
American Telecasting of Lincoln, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
American Telecasting of Little Rock, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
American Telecasting of Louisville, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
American Telecasting of Medford, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
American Telecasting of Michiana, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
American Telecasting of Monterey, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
American Telecasting of Oklahoma, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
American Telecasting of Portland, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
American Telecasting of Redding, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
American Telecasting of Salem/Eugene, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
American Telecasting of Santa Barbara, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
ATI of Santa Rosa, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
American Telecasting of Seattle, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
American Telecasting of Sheridan, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
American Telecasting of Toledo, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
American Telecasting of Youngstown, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
American Telecasting of Yuba City, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
PCTV Sub, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
|
Alda Gold II, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Alda Tucson, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
PCTV Gold II, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
People’s Choice TV of Albuquerque, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
People’s Choice TV of Houston, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
PCTV of Milwaukee, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
PCTV of Salt Lake City, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
People’s Choice TV of St. Louis, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Preferred Entertainment, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
SpeedChoice of Detroit, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
SpeedChoice of Phoenix, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Wireless Cable of Indianapolis, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
G&S TV LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WCOF, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
TDI Acquisition Sub, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS California, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS Idaho, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS Montana, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Wireless Broadband Services of America, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Sprint Wireless Broadband Company LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Wireless Broadcasting Systems of Knoxville, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS Washington, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS Oregon, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS of America, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS of Sacramento, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS of Ft. Pierce, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS of Melbourne, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS of West Palm, LLC
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
/s/ Charles R. Wunsch
|
||
Charles R. Wunsch
|
||
Authorized Person
|
/s/ Scott Andreasen
|
||
Scott Andreasen
|
||
Assistant Secretary
|
|
COMPANY:
|
|
|
MEMBER:
|
|
American Telecasting of Anchorage, LLC
|
|
|
American Telecasting, Inc.
|
|
By: American Telecasting, Inc.
|
|
|
|
|
Title: Manager and Sole Member
|
|
|
By: /s/ Timothy P. O’Grady
Name: Timothy P. O’Grady Title: Vice President |
|
By: /s/ Timothy P. O’Grady
Name: Timothy P. O’Grady Title: Vice President |
|
|
|
1. |
Member: The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
2. |
Manager: The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
3. |
Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the Transfer Entities are hereby amended to provide for the LLC as the sole Member and Manager for each of the Transfer
Entities.
|
4. |
Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a capital contribution of Contributor to LLC.
|
5. |
Miscellaneous:
|
Sprint HoldCo, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SX Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
NSAC, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBC NY, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
ATL MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
LA MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
NY MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SF MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Via/Net, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wavepath Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Sprint (Bay Area), LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Transworld Telecom II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WHI Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Bay Area Cablevision, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
TWTV Spokane, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
TTI Acquisition, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WHI SD LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
ATI Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting Development, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Anchorage, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Bend, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Bismarck, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Cincinnati, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Colorado Springs, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Columbus, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Denver, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Ft. Collins, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Fort Myers, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Green Bay, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Jackson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Lansing, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Lincoln, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Little Rock, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Louisville, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Medford, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Michiana, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Monterey, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Oklahoma, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Portland, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Redding, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Salem/Eugene, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Santa Barbara, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
ATI of Santa Rosa, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Seattle, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Sheridan, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Toledo, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Youngstown, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Yuba City, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
PCTV Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Alda Gold II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Alda Tucson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV Gold II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of Albuquerque, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of Houston, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV of Milwaukee, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
PCTV of Salt Lake City, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of St. Louis, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Preferred Entertainment, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SpeedChoice of Detroit, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SpeedChoice of Phoenix, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wireless Cable of Indianapolis, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
G&S TV LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WCOF, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
TDI Acquisition Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS California, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Idaho, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Montana, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wireless Broadband Services of America, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Sprint Wireless Broadband Company LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wireless Broadcasting Systems of Knoxville, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Washington, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Oregon, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of America, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of Sacramento, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS of Ft. Pierce, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of Melbourne, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of West Palm, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
NSAC, LLC
WBC NY, LLC
ATL MDS, LLC
LA MDS, LLC
NY MDS, LLC
SF MDS, LLC
Via/Net, LLC
Wavepath Sub, LLC
Sprint (Bay Area), LLC
Transworld Telecom II, LLC
WHI Sub, LLC
Bay Area Cablevision, LLC
TWTV Spokane, LLC
TTI Acquisition, LLC
WHI SD LLC
ATI Sub, LLC
American Telecasting Development, LLC
American Telecasting of Anchorage, LLC
American Telecasting of Bend, LLC
American Telecasting of Bismarck, LLC
American Telecasting of Cincinnati, LLC
American Telecasting of Colorado Springs, LLC
American Telecasting of Columbus, LLC
American Telecasting of Denver, LLC
American Telecasting of Fort Collins, LLC
American Telecasting of Fort Myers, LLC
American Telecasting of Green Bay, LLC
American Telecasting of Jackson, LLC
American Telecasting of Lansing, LLC
American Telecasting of Lincoln, LLC
American Telecasting of Little Rock, LLC
American Telecasting of Louisville, LLC
American Telecasting of Medford, LLC
American Telecasting of Michiana, LLC
American Telecasting of Monterey, LLC
American Telecasting of Oklahoma, LLC
American Telecasting of Portland, LLC
American Telecasting of Redding, LLC
American Telecasting of Solent/Eugene, LLC
American Telecasting of Santa Barbara, LLC
ATI of Santa Rosa, LLC
American Telecasting of Seattle, LLC
American Telecasting of Sheridan, LLC
American Telecasting of Toledo, LLC
American Telecasting of Youngstown, LLC
American Telecasting of Yuba City, LLC
PCTV Sub, LLC
Alda Gold II, LLC
Alda Tucson, LLC
Alda Wireless Holdings, LLC
PCTV Gold II, LLC
|
People’s Choice TV of Albuquerque, LLC
People’s Choice TV of Houston, LLC
PCTV of Milwaukee, LLC
PCTV of Salt Lake City, LLC
People’s Choice TV of St. Louis, LLC
People’s Choice TV of Tucson, LLC
Preferred Entertainment, LLC
SpeedChoice of Detroit, LLC
SpeedChoice of Phoenix, LLC
Wireless Cable of Indianapolis, LLC
G&S TV LLC
WCOF, LLC
TDI Acquisition Sub, LLC
WBS California, LLC
WBS Idaho, LLC
WBS Montana, LLC
Wireless Broadband Services of America, LLC
Sprint Wireless Broadband Company LLC
Wireless Broadcasting Systems of Knoxville,
LLC
WBS Washington, LLC
WBS Oregon, LLC
WBS of America, LLC
WBS of Sacramento, LLC
WBS of Ft. Pierce, LLC
WBS of Melbourne, LLC
WBS of West Palm, LLC
SCC X, LLC
|
/s/ Charles R. Wunsch
|
||
Charles R. Wunsch
|
||
Authorized Person
|
By:
|
/s/ Scott Andreasen | ||
Scott Andreasen
|
|||
Assistant Secretary
|
COMPANY:
|
MEMBER:
|
||||||||||
American Telecasting of Columbus, LLC
|
American Telecasting, Inc.
|
||||||||||
By:
|
American Telecasting, Inc. | ||||||||||
Title:
|
Manager and Sole Member |
By:
|
/s/
|
Timothy P. O’Grady | |||||||
Name: |
Timothy P. O’Grady
|
||||||||||
Title: |
Vice President
|
||||||||||
By:
|
/s/
|
Timothy P. O’Grady | |||||||||
Name:
|
Timothy P. O’Grady
|
||||||||||
Title:
|
Vice President |
1. |
Member: The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
2. |
Manager: The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
3. |
Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the Transfer Entities are hereby amended to provide for the LLC as the sole Member and Manager for each of the Transfer
Entities.
|
4. |
Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a capital contribution of Contributor to LLC.
|
5. |
Miscellaneous:
|
|
a. |
Assignment: This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
|
|
b. |
Governing Law: This Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware.
|
|
c. |
Further Assurances: Each of the parties will, and will cause their respective affiliates to, execute and deliver such further certificates, agreements and other documents and to take such other actions as the other parries may
reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters. To the extent any Contributed Interests are not transferred on the date
hereof, the Contributor will transfer any such interests to LLC as soon as reasonably practicable after such interests become transferable.
|
Sprint HoldCo, LLC
|
||||
By:
|
/s/
|
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
SX Sub, LLC
|
||||
By:
|
/s/
|
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
NSAC, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WBC NY, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
ATL MDS, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
LA MDS, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
NY MDS, LLC
|
||||
By:
|
/s/
|
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
SF MDS, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Via/Net, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Wavepath Sub, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Sprint (Bay Area), LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Transworld Telecom II, LLC
|
||||
By:
|
/s/
|
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WHI Sub, LLC
|
||||
By:
|
/s/
|
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Bay Area Cablevision, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
TWTV Spokane, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
TTI Acquisition, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WHI SD LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
ATI Sub, LLC
|
||||
By:
|
/s/
|
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting Development, LLC
|
||||
By:
|
/s/
|
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Anchorage, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Bend, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Bismarck, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Cincinnati, LLC
|
||||
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Colorado Springs, LLC
|
||||
By:
|
/s/
|
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Columbus, LLC
|
||||
By:
|
/s/
|
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Denver, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Ft. Collins, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Fort Myers, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Green Bay, LLC
|
||||
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Jackson, LLC
|
||||
By:
|
/s/
|
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Lansing, LLC
|
||||
By:
|
/s/
|
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Lincoln, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Little Rock, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Louisville, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Medford, LLC
|
||||
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Michiana, LLC
|
||||
By:
|
/s/
|
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Monterey, LLC
|
||||
By:
|
/s/
|
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Oklahoma, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Portland, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Redding, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Salem/Eugene, LLC
|
||||
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Santa Barbara, LLC
|
||||
By:
|
/s/
|
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
ATI of Santa Rosa, LLC
|
||||
By:
|
/s/
|
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Seattle, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Sheridan, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Toledo, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Youngstown, LLC
|
||||
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Yuba City, LLC
|
||||
By:
|
/s/
|
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
PCTV Sub, LLC
|
||||
By:
|
/s/
|
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Alda Gold II, LLC
|
||||
By:
|
/s/
|
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Alda Tucson, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Alda Wireless Holdings, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
PCTV Gold II, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
People’s Choice TV of Albuquerque, LLC
|
||||
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
People’s Choice TV of Houston, LLC
|
||||
By:
|
/s/
|
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
PCTV of Milwaukee, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
PCTV of Salt Lake City, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
People’s Choice TV of St. Louis, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
People’s Choice TV of Tucson, LLC
|
||||
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Preferred Entertainment, LLC
|
||||
By:
|
/s/
|
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
SpeedChoice of Detroit, LLC
|
||||
By:
|
/s/
|
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
SpeedChoice of Phoenix, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Wireless Cable of Indianapolis, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
G&S TV LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WCOF, LLC
|
||||
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
TDI Acquisition Sub, LLC
|
||||
By:
|
/s/
|
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WBS California, LLC
|
||||
By:
|
/s/
|
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WBS Idaho, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WBS Montana, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Wireless Broadband Services of America, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Sprint Wireless Broadband Company LLC
|
||||
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Wireless Broadcasting Systems of Knoxville, LLC
|
||||
By:
|
/s/
|
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WBS Washington, LLC
|
||||
By:
|
/s/
|
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WBS Oregon, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WBS of America, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WBS of Sacramento, LLC
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WBS of Ft. Pierce, LLC
|
||||
|
||||
By:
|
/s/ |
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WBS of Melbourne, LLC
|
||||
By:
|
/s/
|
Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
NSAC, LLC
WBC NY, LLC
ATL MDS, LLC
LA MDS, LLC
NY MDS, LLC
SF MDS, LLC
Via/Net, LLC
Wavepath Sub, LLC
Sprint (Bay Area), LLC
Transworld Telecom II, LLC
WHI Sub, LLC
Bay Area Cablevision, LLC
TWTV Spokane, LLC
TTI Acquisition, LLC
WHI SD LLC
ATI Sub, LLC
American Telecasting Development, LLC
American Telecasting of Anchorage, LLC
American Telecasting of Bend, LLC
American Telecasting of Bismarck, LLC
American Telecasting of Cincinnati, LLC
American Telecasting of Colorado Springs, LLC
American Telecasting of Columbus, LLC
American Telecasting of Denver, LLC
American Telecasting of Fort Collins, LLC
American Telecasting of Fort Myers, LLC
American Telecasting of Green Bay, LLC
American Telecasting of Jackson, LLC
American Telecasting of Lansing, LLC
American Telecasting of Lincoln, LLC
American Telecasting of Little Rock, LLC
American Telecasting of Louisville, LLC
American Telecasting of Medford, LLC
American Telecasting of Michiana, LLC
American Telecasting of Monterey, LLC
American Telecasting of Oklahoma, LLC
American Telecasting of Portland, LLC
American Telecasting of Redding, LLC
American Telecasting of Salem/Eugene, LLC
American Telecasting of Santa Barbara, LLC
ATI of Santa Rosa, LLC
American Telecasting of Seattle, LLC
American Telecasting of Sheridan, LLC
American Telecasting of Toledo, LLC
American Telecasting of Youngstown, LLC
American Telecasting of Yuba City, LLC
PCTV Sub, LLC
Alda Gold II, LLC
Alda Tucson, LLC
Alda Wireless Holdings, LLC
|
PCTV Gold II, LLC
People’s Choice TV of Albuquerque, LLC
People’s Choice TV of Houston, LLC
PCTV of Milwaukee, LLC
PCTV of Salt Lake City, LLC
People’s Choice TV of St. Louis, LLC
People’s Choice TV of Tucson, LLC
Preferred Entertainment, LLC
SpeedChoice of Detroit, LLC
SpeedChoice of Phoenix, LLC
Wireless Cable of Indianapolis, LLC
G&S TV LLC
WCOF, LLC
TDI Acquisition Sub, LLC
WBS California, LLC
WBS Idaho, LLC
WBS Montana, LLC
Wireless Broadband Services of America, LLC
Sprint Wireless Broadband Company LLC
Wireless Broadcasting Systems of Knoxville, LLC
WBS Washington, LLC
WBS Oregon, LLC
WBS of America, LLC
WBS of Sacramento, LLC
WBS of Ft. Pierce, LLC
WBS of Melbourne, LLC
WBS of West Palm, LLC
SCC X, LLC
|
/s/ Charles R. Wunsch
|
||
Charles R. Wunsch
|
||
Authorized Person
|
By:
|
/s/ Scott Andreasen
|
Scott Andreasen
|
||
Assistant Secretary
|
COMPANY:
|
MEMBER:
|
||||||
American Telecasting of Denver, LLC
|
American Telecasting, Inc.
|
||||||
By: American Telecasting, Inc.
|
|||||||
Title: Manager and Sole Member
|
By:
|
/s/ Timothy P. O’Grady | |||||
Name: | Timothy P. O’Grady | ||||||
Title:
|
Vice President | ||||||
By:
|
/s/ Timothy P. O’Grady | ||||||
Name: | Timothy P. O’Grady | ||||||
Title:
|
Vice President |
1. |
Member: The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer
Entities) for each of the Transfer Entities.
|
2. |
Manager: The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer
Entities) for each of the Transfer Entities.
|
3. |
Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the Transfer Entities are
hereby amended to provide for the LLC as the sole Member and Manager for each of the Transfer Entities.
|
4. |
Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a capital contribution
of Contributor to LLC.
|
5. |
Miscellaneous:
|
|
a. |
Assignment: This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective successors and
assigns.
|
|
b. |
Governing Law: This Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware.
|
|
c. |
Further Assurances: Each of the parties will, and will cause their respective affiliates to, execute and deliver such further certificates, agreements and other documents and to take such other actions as the other parries may
reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters. To the extent any Contributed Interests are not transferred on the date
hereof, the Contributor will transfer any such interests to LLC as soon as reasonably practicable after such interests become transferable.
|
Sprint HoldCo, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady | |
Title:
|
Vice President | |
SX Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
NSAC, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBC NY, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
ATL MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
LA MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
NY MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
SF MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Via/Net, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Wavepath Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Sprint (Bay Area), LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Transworld Telecom II, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WHI Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Bay Area Cablevision, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
TWTV Spokane, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
TTI Acquisition, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WHI SD LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
ATI Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting Development, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Anchorage, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Bend, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Bismarck, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Cincinnati, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Colorado Springs, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Columbus, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Denver, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Ft. Collins, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Fort Myers, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Green Bay, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Jackson, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Lansing, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Lincoln, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Little Rock, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Louisville, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Medford, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Michiana, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Monterey, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Oklahoma, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Portland, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Redding, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Salem/Eugene, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Santa Barbara, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
ATI of Santa Rosa, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Seattle, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Sheridan, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Toledo, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Youngstown, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Yuba City, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
PCTV Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Alda Gold II, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Alda Tucson, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Alda Wireless Holdings, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
PCTV Gold II, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
People’s Choice TV of Albuquerque, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
People’s Choice TV of Houston, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
PCTV of Milwaukee, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
PCTV of Salt Lake City, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
People’s Choice TV of St. Louis, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
People’s Choice TV of Tucson, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Preferred Entertainment, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
SpeedChoice of Detroit, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
SpeedChoice of Phoenix, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Wireless Cable of Indianapolis, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
G&S TV LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WCOF, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
TDI Acquisition Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS California, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS Idaho, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS Montana, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Wireless Broadband Services of America, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Sprint Wireless Broadband Company LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Wireless Broadcasting Systems of Knoxville, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS Washington, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS Oregon, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS of America, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS of Sacramento, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS of Ft. Pierce, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS of Melbourne, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS of West Palm, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
SCC X, LLC
|
||
By:
|
/s/ Timothy P. O’Grady | |
Name:
|
Timothy P. O’Grady | |
Title:
|
Vice President
|
NSAC, LLC
|
PCTV Gold II, LLC
|
|
WBC NY, LLC
|
People's Choice TV of Albuquerque, LLC
|
|
ATL MDS, LLC
|
People's Choice TV of Houston, LLC
|
|
LA MDS, LLC
|
PCTV of Milwaukee, LLC
|
|
NY MDS, LLC
|
PCTV of Salt Lake City, LLC
|
|
SF MDS, LLC
|
People's Choice TV of St. Louis, LLC
|
|
Via/Net, LLC
|
People's Choice TV of Tucson, LLC
|
|
Wavepath Sub, LLC
|
Preferred Entertainment, LLC
|
|
Sprint (Bay Area), LLC
|
SpeedChoice of Detroit, LLC
|
|
Transworld Telecom II, LLC
|
SpeedChoice of Phoenix, LLC
|
|
WHI Sub, LLC
|
Wireless Cable of Indianapolis, LLC
|
|
Bay Area Cablevision, LLC
|
G&S TV LLC
|
|
TWTV Spokane, LLC
|
WCOF, LLC
|
|
TTI Acquisition, LLC
|
TDI Acquisition Sub, LLC
|
|
WHI SD LLC
|
WBS California, LLC
|
|
ATI Sub, LLC
|
WBS Idaho, LLC
|
|
American Telecasting Development, LLC
|
WBS Montana, LLC
|
|
American Telecasting of Anchorage, LLC
|
Wireless Broadband Services of America, LLC
|
|
American Telecasting of Bend, LLC
|
Sprint Wireless Broadband Company LLC
|
|
American Telecasting of Bismarck, LLC
|
Wireless Broadcasting Systems of Knoxville, LLC
|
|
American Telecasting of Cincinnati, LLC
|
WBS Washington, LLC
|
|
American Telecasting of Colorado Springs, LLC
|
WBS Oregon, LLC
|
|
American Telecasting of Columbus, LLC
|
WBS of America, LLC
|
|
American Telecasting of Denver, LLC
|
WBS of Sacramento, LLC
|
|
American Telecasting of Fort Collins, LLC
|
WBS of Ft. Pierce, LLC
|
|
American Telecasting of Fort Myers, LLC
|
WBS of Melbourne, LLC
|
|
American Telecasting of Green Bay, LLC
|
WBS of West Palm, LLC
|
|
American Telecasting of Jackson, LLC
|
SCC X, LLC
|
|
American Telecasting of Lansing, LLC
|
||
American Telecasting of Lincoln, LLC
|
||
American Telecasting of Little Rock, LLC
|
||
American Telecasting of Louisville, LLC
|
||
American Telecasting of Medford, LLC
|
||
American Telecasting of Michiana, LLC
|
||
American Telecasting of Monterey, LLC
|
||
American Telecasting of Oklahoma, LLC
|
||
American Telecasting of Portland, LLC
|
||
American Telecasting of Redding, LLC
|
||
American Telecasting of Salem/Eugene, LLC
|
||
American Telecasting of Santa Barbara, LLC
|
||
ATI of Santa Rosa, LLC
|
||
American Telecasting of Seattle, LLC
American Telecasting of Sheridan, LLC
American Telecasting of Toledo, LLC
American Telecasting of Youngstown, LLC
American Telecasting of Yuba City, LLC
PCTV Sub, LLC
|
||
Alda Gold II, LLC
|
||
Alda Tucson, LLC
|
||
Alda Wireless Holdings, LLC
|
|
/s/ Charles R. Wunsch
|
|
|
Charles R. Wunsch
|
|
|
Authorized Person
|
|
By:
|
/s/ Scott Andreasen
|
|
|
Scott Andreasen
|
||
|
Assistant Secretary
|
COMPANY:
|
MEMBER:
|
||||||
American Telecasting of Ft. Collins, LLC
|
American Telecasting, Inc.
|
||||||
By:
|
American Telecasting, Inc. |
By:
|
/s/ Timothy P. O’Grady
|
||||
Title:
|
Manager and Sole Member |
Name:
|
Timothy P. O’Grady | ||||
|
Title:
|
Vice President | |||||
|
By:
|
/s/ Timothy P. O’Grady | |||||
|
Name:
|
Timothy P. O’Grady | |||||
|
Title:
|
Vice President |
1. |
Member: The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
2. |
Manager: The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
3. |
Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the Transfer Entities are hereby amended to provide for the LLC as the sole Member and Manager for each of the Transfer
Entities.
|
4. |
Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a capital contribution of Contributor to LLC.
|
5. |
Miscellaneous:
|
|
a. |
Assignment: This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
|
|
b. |
Governing Law: This Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware.
|
|
c. |
Further Assurances: Each of the parties will, and will cause their respective affiliates to, execute and deliver such further certificates, agreements and other documents and to take such other actions as the other parries may
reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters. To the extent any Contributed Interests are not transferred on the date
hereof, the Contributor will transfer any such interests to LLC as soon as reasonably practicable after such interests become transferable.
|
Sprint HoldCo, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
SX Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
NSAC, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBC NY, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
ATL MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
LA MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
NY MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
SF MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Via/Net, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Wavepath Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Sprint (Bay Area), LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Transworld Telecom II, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WHI Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Bay Area Cablevision, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
TWTV Spokane, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
TTI Acquisition, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WHI SD LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
ATI Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting Development, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Anchorage, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Bend, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Bismarck, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Cincinnati, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Colorado Springs, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Columbus, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Denver, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Ft. Collins, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Fort Myers, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Green Bay, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Jackson, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Lansing, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Lincoln, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Little Rock, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Louisville, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Medford, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Michiana, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Monterey, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Oklahoma, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Portland, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Redding, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Salem/Eugene, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Santa Barbara, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
ATI of Santa Rosa, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Seattle, LLC
|
||
|
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Sheridan, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Toledo, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Youngstown, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Yuba City, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
PCTV Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Alda Gold II, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Alda Tucson, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Alda Wireless Holdings, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
PCTV Gold II, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
People’s Choice TV of Albuquerque, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
People’s Choice TV of Houston, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
PCTV of Milwaukee, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
PCTV of Salt Lake City, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
People’s Choice TV of St. Louis, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
People’s Choice TV of Tucson, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Preferred Entertainment, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
SpeedChoice of Detroit, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
SpeedChoice of Phoenix, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Wireless Cable of Indianapolis, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
G&S TV LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WCOF, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
TDI Acquisition Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS California, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS Idaho, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS Montana, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President |
Wireless Broadband Services of America, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Sprint Wireless Broadband Company LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Wireless Broadcasting Systems of Knoxville, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS Washington, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS Oregon, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS of America, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS of Sacramento, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS of Ft. Pierce, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS of Melbourne, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS of West Palm, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
SCC X, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
NSAC, LLC
WBC NY, LLC
ATL MDS, LLC
LA MDS, LLC
NY MDS, LLC
SF MDS, LLC
Via/Net, LLC
Wavepath Sub, LLC
Sprint (Bay Area), LLC
Transworld Telecom II, LLC
WHI Sub, LLC
Bay Area Cablevision, LLC
TWTV Spokane, LLC
TTI Acquisition, LLC
WHI SD LLC
ATI Sub, LLC
American Telecasting Development, LLC
American Telecasting of Anchorage, LLC
American Telecasting of Bend, LLC
American Telecasting of Bismarck, LLC
American Telecasting of Cincinnati, LLC
American Telecasting of Colorado Springs, LLC
American Telecasting of Columbus, LLC
American Telecasting of Denver, LLC
American Telecasting of Fort Collins, LLC
American Telecasting of Fort Myers, LLC
American Telecasting of Green Bay, LLC
American Telecasting of Jackson, LLC
American Telecasting of Lansing, LLC
American Telecasting of Lincoln, LLC
American Telecasting of Little Rock, LLC
American Telecasting of Louisville, LLC
American Telecasting of Medford, LLC
American Telecasting of Michiana, LLC
American Telecasting of Monterey, LLC
American Telecasting of Oklahoma, LLC
American Telecasting of Portland, LLC
American Telecasting of Redding, LLC
American Telecasting of Salem/Eugene, LLC
American Telecasting of Santa Barbara, LLC
ATI of Santa Rosa, LLC
American Telecasting of Seattle, LLC
American Telecasting of Sheridan, LLC
American Telecasting of Toledo, LLC
American Telecasting of Youngstown, LLC
American Telecasting of Yuba City, LLC
PCTV Sub, LLC
Alda Gold II, LLC
Alda Tucson, LLC
Alda Wireless Holdings, LLC
|
PCTV Gold II, LLC
People's Choice TV of Albuquerque, LLC
People's Choice TV of Houston, LLC
PCTV of Milwaukee, LLC
PCTV of Salt Lake City, LLC
People's Choice TV of St. Louis, LLC
People's Choice TV of Tucson, LLC
Preferred Entertainment, LLC
SpeedChoice of Detroit, LLC
SpeedChoice of Phoenix, LLC
Wireless Cable of Indianapolis, LLC
G&S TV LLC
WCOF, LLC
TDI Acquisition Sub, LLC
WBS California, LLC
WBS Idaho, LLC
WBS Montana, LLC
Wireless Broadband Services of America, LLC
Sprint Wireless Broadband Company LLC
Wireless Broadcasting Systems of Knoxville, LLC
WBS Washington, LLC
WBS Oregon, LLC
WBS of America, LLC
WBS of Sacramento, LLC
WBS of Ft. Pierce, LLC
WBS of Melbourne, LLC
WBS of West Palm, LLC
SCC X, LLC
|
By:
|
/s/ Charles R. Wunsch | ||
Charles R. Wunsch
|
|||
Authorized Person
|
By:
|
/s/ Scott Andreasen | ||
Scott Andreasen
|
|||
Assistant Secretary
|
COMPANY:
|
MEMBER:
|
American Telecasting of Fort Myers, LLC
|
American Telecasting of Central Florida, Inc.
|
By: American Telecasting of Central Florida, Inc.
|
Title: Manager and Sole Member
|
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
1.
|
Member: The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
2.
|
Manager: The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
3.
|
Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the Transfer Entities are hereby amended to provide for the LLC as the sole Member and
Manager for each of the Transfer Entities.
|
4.
|
Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a capital contribution of Contributor to LLC.
|
5.
|
Miscellaneous:
|
Sprint HoldCo, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
SX Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
NSAC, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
WBC NY, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
ATL MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
LA MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
NY MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
SF MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
Via/Net, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
Wavepath Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
Sprint (Bay Area), LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
Transworld Telecom II, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
WHI Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
Bay Area Cablevision, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
TWTV Spokane, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
TTI Acquisition, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
WHI SD LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
ATI Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
American Telecasting Development, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
American Telecasting of Anchorage, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
American Telecasting of Bend, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
American Telecasting of Bismarck, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
American Telecasting of Cincinnati, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
American Telecasting of Colorado Springs, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
American Telecasting of Columbus, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
American Telecasting of Denver, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
American Telecasting of Ft. Collins, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
American Telecasting of Fort Myers, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
American Telecasting of Green Bay, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
American Telecasting of Jackson, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
American Telecasting of Lansing, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
American Telecasting of Lincoln, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
American Telecasting of Little Rock, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
American Telecasting of Louisville, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
American Telecasting of Medford, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
American Telecasting of Michiana, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
American Telecasting of Monterey, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
American Telecasting of Oklahoma, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
American Telecasting of Portland, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
American Telecasting of Redding, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
American Telecasting of Salem/Eugene, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
American Telecasting of Santa Barbara, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
ATI of Santa Rosa, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
American Telecasting of Seattle, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
American Telecasting of Sheridan, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
American Telecasting of Toledo, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
American Telecasting of Youngstown, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
American Telecasting of Yuba City, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
PCTV Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
Alda Gold II, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
Alda Tucson, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
Alda Wireless Holdings, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
PCTV Gold II, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
People’s Choice TV of Albuquerque, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
People’s Choice TV of Houston, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
PCTV of Milwaukee, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
PCTV of Salt Lake City, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
People’s Choice TV of St. Louis, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
Preferred Entertainment, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
SpeedChoice of Detroit, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
SpeedChoice of Phoenix, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
Wireless Cable of Indianapolis, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
G&S TV LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
WCOF, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
TDI Acquisition Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
WBS California, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
WBS Idaho, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
WBS Montana, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
Wireless Broadband Services of America, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
Sprint Wireless Broadband Company LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
Wireless Broadcasting Systems of Knoxville, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
WBS Washington, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
WBS Oregon, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
WBS of America, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
WBS of Sacramento, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
WBS of Ft. Pierce, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
WBS of Melbourne, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
||
WBS of West Palm, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
SCC X, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
NSAC, LLC
|
Alda Tucson, LLC
|
WBC NY, LLC
|
Alda Wireless Holdings, LLC
|
ATL MDS, LLC
|
PCTV Gold II, LLC
|
LA MDS, LLC
|
People’s Choice TV of Albuquerque, LLC
|
NY MDS, LLC
|
People’s Choice TV of Houston, LLC
|
SF MDS, LLC
|
PCTV of Milwaukee, LLC
|
Via/Net, LLC
|
PCTV of Salt Lake City, LLC
|
Wavepath Sub, LLC
|
People’s Choice TV of St. Louis, LLC
|
Sprint (Bay Area), LLC
|
People’s Choice TV of Tucson, LLC
|
Transworld Telecom II, LLC
|
Preferred Entertainment, LLC
|
WHI Sub, LLC
|
SpeedChoice of Detroit, LLC
|
Bay Area Cablevision, LLC
|
SpeedChoice of Phoenix, LLC
|
TWTV Spokane, LLC
|
Wireless Cable of Indianapolis, LLC
|
TTI Acquisition, LLC
|
G&S TV LLC
|
WHI SD LLC
|
WCOF, LLC
|
ATI Sub, LLC
|
TDI Acquisition Sub, LLC
|
American Telecasting Development, LLC
|
WBS California, LLC
|
American Telecasting of Anchorage, LLC
|
WBS Idaho, LLC
|
American Telecasting of Bend, LLC
|
WBS Montana, LLC
|
American Telecasting of Bismarck, LLC
|
Wireless Broadband Services of America, LLC
|
American Telecasting of Cincinnati, LLC
|
Sprint Wireless Broadband Company LLC
|
American Telecasting of Colorado Springs, LLC
|
Wireless Broadcasting Systems of Knoxville, LLC
|
American Telecasting of Columbus, LLC
|
WBS Washington, LLC
|
American Telecasting of Denver, LLC
|
WBS Oregon, LLC
|
American Telecasting of Fort Collins, LLC
|
WBS of America, LLC
|
American Telecasting of Fort Myers, LLC
|
WBS of Sacramento, LLC
|
American Telecasting of Green Bay, LLC
|
WBS of Ft. Pierce, LLC
|
American Telecasting of Jackson, LLC
|
WBS of Melbourne, LLC
|
American Telecasting of Lansing, LLC
|
WBS of West Palm, LLC
|
American Telecasting of Lincoln, LLC
|
SCC X, LLC
|
American Telecasting of Little Rock, LLC
|
|
American Telecasting of Louisville, LLC
|
|
American Telecasting of Medford, LLC
|
|
American Telecasting of Michiana, LLC
|
|
American Telecasting of Monterey, LLC
|
|
American Telecasting of Oklahoma, LLC
|
|
American Telecasting of Portland, LLC
|
|
American Telecasting of Redding, LLC
|
|
American Telecasting of Salem/Eugene, LLC
|
|
American Telecasting of Santa Barbara, LLC
|
|
ATI of Santa Rosa, LLC
|
|
American Telecasting of Seattle, LLC
|
|
American Telecasting of Sheridan, LLC
|
|
American Telecasting of Toledo, LLC
|
|
American Telecasting of Youngstown, LLC
|
|
American Telecasting of Yuba City, LLC
|
|
PCTV Sub, LLC
|
|
Alda Gold II, LLC
|
/s/ Timothy P. O’Grady
|
|
Timothy P. O’Grady
|
|
Authorized Person
|
COMPANY:
|
MEMBER:
|
||
American Telecasting of Green Bay, LLC
|
American Telecasting, Inc.
|
||
By: American Telecasting, Inc.
|
By:
|
/s/ Timothy P. O’Grady |
Title: Manager and Sole Member
|
Name:
Title:
|
Timothy P. O’Grady
Vice President
|
By:
|
/s/ Timothy P. O’Grady |
Name: | Timothy P. O’Grady | |
Title: | Vice President |
1. |
Member: The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
2. |
Manager: The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
3. |
Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the Transfer Entities are hereby amended to provide for the LLC as the sole Member and Manager for each of the Transfer
Entities.
|
4. |
Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a capital contribution of Contributor to LLC.
|
5. |
Miscellaneous:
|
Sprint HoldCo, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SX Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
NSAC, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBC NY, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
ATL MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
LA MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
NY MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SF MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Via/Net, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wavepath Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Sprint (Bay Area), LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Transworld Telecom II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WHI Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Bay Area Cablevision, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
TWTV Spokane, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
TTI Acquisition, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WHI SD LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
ATI Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting Development, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Anchorage, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Bend, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Bismarck, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Cincinnati, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Colorado Springs, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Columbus, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Denver, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Ft. Collins, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Fort Myers, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Green Bay, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Jackson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Lansing, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Lincoln, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Little Rock, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Louisville, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Medford, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Michiana, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Monterey, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Oklahoma, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Portland, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Redding, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Salem/Eugene, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Santa Barbara, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
ATI of Santa Rosa, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Seattle, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Sheridan, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Toledo, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Youngstown, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Yuba City, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
PCTV Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Alda Gold II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Alda Tucson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Alda Wireless Holdings, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV Gold II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of Albuquerque, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
People’s Choice TV of Houston, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV of Milwaukee, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV of Salt Lake City, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of St. Louis, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of Tucson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Preferred Entertainment, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
SpeedChoice of Detroit, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SpeedChoice of Phoenix, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wireless Cable of Indianapolis, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
G&S TV LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WCOF, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
TDI Acquisition Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS California, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Idaho, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Montana, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wireless Broadband Services of America, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Sprint Wireless Broadband Company LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wireless Broadcasting Systems of Knoxville, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS Washington, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Oregon, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of America, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of Sacramento, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of Ft. Pierce, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of Melbourne, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS of West Palm, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SCC X, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
NSAC, LLC
WBC NY, LLC
ATL MDS, LLC
LA MDS, LLC
NY MDS, LLC
SF MDS, LLC
Via/Net, LLC
Wavepath Sub, LLC
Sprint (Bay Area), LLC
Transworld Telecom II, LLC
WHI Sub, LLC
Bay Area Cablevision, LLC
TWTV Spokane, LLC
TTI Acquisition, LLC
WHI SD LLC
ATI Sub, LLC
American Telecasting Development, LLC
American Telecasting of Anchorage, LLC
American Telecasting of Bend, LLC
American Telecasting of Bismarck, LLC
American Telecasting of Cincinnati, LLC
American Telecasting of Colorado Springs, LLC
American Telecasting of Columbus, LLC
American Telecasting of Denver, LLC
American Telecasting of Fort Collins, LLC
American Telecasting of Fort Myers, LLC
American Telecasting of Green Bay, LLC
American Telecasting of Jackson, LLC
American Telecasting of Lansing, LLC
American Telecasting of Lincoln, LLC
American Telecasting of Little Rock, LLC
American Telecasting of Louisville, LLC
American Telecasting of Medford, LLC
American Telecasting of Michiana, LLC
American Telecasting of Monterey, LLC
American Telecasting of Oklahoma, LLC
American Telecasting of Portland, LLC
American Telecasting of Redding, LLC
American Telecasting of Salem/Eugene, LLC
American Telecasting of Santa Barbara, LLC
ATI of Santa Rosa, LLC
American Telecasting of Seattle, LLC
American Telecasting of Sheridan, LLC
American Telecasting of Toledo, LLC
American Telecasting of Youngstown, LLC
American Telecasting of Yuba City, LLC
PCTV Sub, LLC
Alda Gold II, LLC
|
Alda Tucson, LLC
Alda Wireless Holdings, LLC
PCTV Gold II, LLC
People’s Choice TV of Albuquerque, LLC
People’s Choice TV of Houston, LLC
PCTV of Milwaukee, LLC
PCTV of Salt Lake City, LLC
People’s Choice TV of St. Louis, LLC
People’s Choice TV of Tucson, LLC
Preferred Entertainment, LLC
SpeedChoice of Detroit, LLC
SpeedChoice of Phoenix, LLC
Wireless Cable of Indianapolis, LLC
G&S TV LLC
WCOF, LLC
TDI Acquisition Sub, LLC
WBS California, LLC
WBS Idaho, LLC
WBS Montana, LLC
Wireless Broadband Services of America, LLC
Sprint Wireless Broadband Company LLC
Wireless Broadcasting Systems of Knoxville, LLC
WBS Washington, LLC
WBS Oregon, LLC
WBS of America, LLC
WBS of Sacramento, LLC
WBS of Ft. Pierce, LLC
WBS of Melbourne, LLC
WBS of West Palm, LLC
SCC X, LLC
|
/s/ Charles R. Wunsch
|
||
Charles R. Wunsch
|
||
Authorized Person
|
1. |
The name of the limited liability company is ATI of Lansing, LLC.
|
2. |
The Certificate of Formation of the limited liability company is hereby amended as follows:
|
By: |
/s/ Scott Andreasen
|
||
Scott Andreasen
|
|||
Authorized Person
|
COMPANY:
|
MEMBER:
|
|||
American Telecasting of Lansing, LLC
|
American Telecasting, Inc.
|
|||
By: American Telecasting, Inc.
|
By:
|
/s/ Timothy P. O’Grady
|
Title: Manager and Sole Member
|
Name: | Timothy P. O’Grady | ||
Title:
|
Vice President | |||
By:
|
/s/ Timothy P. O’Grady |
Name:
|
Timothy P. O’Grady |
Title:
|
Vice President |
1. |
Member: The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
2. |
Manager: The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
3. |
Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the Transfer Entities are hereby amended to provide for the LLC as the sole Member and Manager for each of the Transfer
Entities.
|
4. |
Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a capital contribution of Contributor to LLC.
|
5. |
Miscellaneous:
|
Sprint HoldCo, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady | ||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SX Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady | ||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
NSAC, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady | ||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBC NY, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady | ||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
ATL MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady | ||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
LA MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady | ||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
NY MDS, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SF MDS, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Via/Net, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wavepath Sub, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Sprint (Bay Area), LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Transworld Telecom II, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WHI Sub, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Bay Area Cablevision, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
TWTV Spokane, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
TTI Acquisition, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WHI SD LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
ATI Sub, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting Development, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Anchorage, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Bend, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Bismarck, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Cincinnati, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Colorado Springs, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Columbus, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Denver, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Ft. Collins, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Fort Myers, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Green Bay, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Jackson, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Lansing, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Lincoln, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Little Rock, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Louisville, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Medford, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Michiana, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Monterey, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Oklahoma, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Portland, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Redding, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Salem/Eugene, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Santa Barbara, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
ATI of Santa Rosa, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Seattle, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Sheridan, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Toledo, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Youngstown, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Yuba City, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
PCTV Sub, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Alda Gold II, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Alda Tucson, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Alda Wireless Holdings, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV Gold II, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of Albuquerque, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
People’s Choice TV of Houston, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV of Milwaukee, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV of Salt Lake City, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of St. Louis, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of Tucson, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Preferred Entertainment, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
SpeedChoice of Detroit, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SpeedChoice of Phoenix, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wireless Cable of Indianapolis, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
G&S TV LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
|
|||
WCOF, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
TDI Acquisition Sub, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS California, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Idaho, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Montana, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wireless Broadband Services of America, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Sprint Wireless Broadband Company LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wireless Broadcasting Systems of Knoxville, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS Washington, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Oregon, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of America, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of Sacramento, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of Ft. Pierce, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of Melbourne, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS of West Palm, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SCC X, LLC
|
|||
By: |
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
|
|
/s/ Charles R. Wunsch
|
|
Charles R. Wunsch
|
|
Authorized Person
|
1. |
The name of the limited liability company is ATI of Lincoln, LLC.
|
2. |
The Certificate of Formation of the limited liability company is hereby amended as follows:
|
By:
|
/s/ Scott Andreasen
|
|
Scott Andreasen
|
||
Assistant Secretary
|
COMPANY:
|
MEMBER:
|
||||
American Telecasting of Lincoln, LLC
|
American Telecasting, Inc.
|
||||
By:
|
American Telecasting, Inc.
|
By:
|
/s/ Timothy P. O’Grady
|
Title:
|
Manager and Sole Member
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
1. |
Member: The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
2. |
Manager: The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
3. |
Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the Transfer Entities are hereby amended to provide for the LLC as the sole Member and Manager for each of the Transfer
Entities.
|
4. |
Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a capital contribution of Contributor to LLC.
|
5. |
Miscellaneous:
|
Sprint HoldCo, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
SX Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
NSAC, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBC NY, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
ATL MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
LA MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
NY MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
SF MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Via/Net, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Wavepath Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Sprint (Bay Area), LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Transworld Telecom II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WHI Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Bay Area Cablevision, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
TWTV Spokane, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
TTI Acquisition, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WHI SD LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
ATI Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting Development, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Anchorage, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Bend, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Bismarck, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Cincinnati, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Colorado Springs, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Columbus, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Denver, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Ft. Collins, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Fort Myers, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Green Bay, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Jackson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Lansing, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Lincoln, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Little Rock, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Louisville, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Medford, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Michiana, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Monterey, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Oklahoma, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Portland, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Redding, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Salem/Eugene, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Santa Barbara, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
ATI of Santa Rosa, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Seattle, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Sheridan, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Toledo, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Youngstown, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Yuba City, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
PCTV Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Alda Gold II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Alda Tucson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Alda Wireless Holdings, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
PCTV Gold II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
People’s Choice TV of Albuquerque, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
People’s Choice TV of Houston, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
PCTV of Milwaukee, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
PCTV of Salt Lake City, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
People’s Choice TV of St. Louis, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
People’s Choice TV of Tucson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Preferred Entertainment, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
SpeedChoice of Detroit, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
SpeedChoice of Phoenix, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Wireless Cable of Indianapolis, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
G&S TV LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WCOF, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
TDI Acquisition Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS California, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS Idaho, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS Montana, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Wireless Broadband Services of America, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Sprint Wireless Broadband Company LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Wireless Broadcasting Systems of Knoxville, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS Washington, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS Oregon, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS of America, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS of Sacramento, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS of Ft. Pierce, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS of Melbourne, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS of West Palm, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
SCC X, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
NSAC, LLC
|
Alda Tucson, LLC
|
WBC NY, LLC
|
Alda Wireless Holdings, LLC
|
ATL MDS, LLC
|
PCTV Gold II, LLC
|
LA MDS, LLC
|
People’s Choice TV of Albuquerque, LLC
|
NY MDS, LLC
|
People’s Choice TV of Houston, LLC
|
SF MDS, LLC
|
PCTV of Milwaukee, LLC
|
Via/Net, LLC
|
PCTV of Salt Lake City, LLC
|
Wavepath Sub, LLC
|
People’s Choice TV of St. Louis, LLC
|
Sprint (Bay Area), LLC
|
People’s Choice TV of Tucson, LLC
|
Transworld Telecom II, LLC
|
Preferred Entertainment, LLC
|
WHI Sub, LLC
|
SpeedChoice of Detroit, LLC
|
Bay Area Cablevision, LLC
|
SpeedChoice of Phoenix, LLC
|
TWTV Spokane, LLC
|
Wireless Cable of Indianapolis, LLC
|
TTI Acquisition, LLC
|
G&S TV LLC
|
WHI SD LLC
|
WCOF, LLC
|
ATI Sub, LLC
|
TDI Acquisition Sub, LLC
|
American Telecasting Development, LLC
|
WBS California, LLC
|
American Telecasting of Anchorage, LLC
|
WBS Idaho, LLC
|
American Telecasting of Bend, LLC
|
WBS Montana, LLC
|
American Telecasting of Bismarck, LLC
|
Wireless Broadband Services of America, LLC
|
American Telecasting of Cincinnati, LLC
|
Sprint Wireless Broadband Company LLC
|
American Telecasting of Colorado Springs, LLC
|
Wireless Broadcasting Systems of Knoxville, LLC
|
American Telecasting of Columbus, LLC
|
WBS Washington, LLC
|
American Telecasting of Denver, LLC
|
WBS Oregon, LLC
|
American Telecasting of Fort Collins, LLC
|
WBS of America, LLC
|
American Telecasting of Fort Myers, LLC
|
WBS of Sacramento, LLC
|
American Telecasting of Green Bay, LLC
|
WBS of Ft. Pierce, LLC
|
American Telecasting of Jackson, LLC
|
WBS of Melbourne, LLC
|
American Telecasting of Lansing, LLC
|
WBS of West Palm, LLC
|
American Telecasting of Lincoln, LLC
|
SCC X, LLC
|
American Telecasting of Little Rock, LLC
|
|
American Telecasting of Louisville, LLC
|
|
American Telecasting of Medford, LLC
|
|
American Telecasting of Michiana, LLC
|
|
American Telecasting of Monterey, LLC
|
|
American Telecasting of Oklahoma, LLC
|
|
American Telecasting of Portland, LLC
|
|
American Telecasting of Redding, LLC
|
|
American Telecasting of Salem/Eugene, LLC
|
|
American Telecasting of Santa Barbara, LLC
|
|
ATI of Santa Rosa, LLC
|
|
American Telecasting of Seattle, LLC
|
|
American Telecasting of Sheridan, LLC
|
|
American Telecasting of Toledo, LLC
|
|
American Telecasting of Youngstown, LLC
|
|
American Telecasting of Yuba City, LLC
|
|
PCTV Sub, LLC
|
|
Alda Gold II, LLC
|
/s/ Charles R. Wunsch
|
||
Charles R. Wunsch
|
||
Authorized Person
|
|
1. |
The name of the limited liability company is ATI of Little Rock, LLC.
|
|
2. |
The Certificate of Formation of the limited liability company is hereby amended as follows:
|
By:
|
/s/ Scott Andreasen | ||
Scott Andreasen
|
|||
Assistant Secretary
|
COMPANY:
|
MEMBER:
|
|||
American Telecasting of Little Rock, LLC
|
American Telecasting, Inc.
|
|||
By: | American Telecasting, Inc. |
By:
|
/s/
|
Timothy P. O’Grady |
Title: | Manager and Sole Member | Name: |
Timothy P. O’Grady
|
|
Title: |
Vice President
|
By:
|
/s/
|
Timothy P. O’Grady |
Name:
|
Timothy P. O’Grady
|
Title:
|
Vice President |
1. |
Member: The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
2. |
Manager: The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
3. |
Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the Transfer Entities are hereby amended to provide for the LLC as the sole Member and Manager for each of the
Transfer Entities.
|
4. |
Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a capital contribution of Contributor to LLC.
|
5. |
Miscellaneous:
|
Sprint HoldCo, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
SX Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
NSAC, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
WBC NY, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
ATL MDS, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
LA MDS, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
NY MDS, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
SF MDS, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
Via/Net, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
Wavepath Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
Sprint (Bay Area), LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
Transworld Telecom II, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
WHI Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
Bay Area Cablevision, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
TWTV Spokane, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
TTI Acquisition, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
WHI SD LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
ATI Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
American Telecasting Development, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
American Telecasting of Anchorage, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
American Telecasting of Bend, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
American Telecasting of Bismarck, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
American Telecasting of Cincinnati, LLC
|
||||
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
American Telecasting of Colorado Springs, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
American Telecasting of Columbus, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
American Telecasting of Denver, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
American Telecasting of Ft. Collins, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
American Telecasting of Fort Myers, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
American Telecasting of Green Bay, LLC
|
||||
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
American Telecasting of Jackson, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
American Telecasting of Lansing, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
American Telecasting of Lincoln, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
American Telecasting of Little Rock, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
American Telecasting of Louisville, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
American Telecasting of Medford, LLC
|
||||
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
American Telecasting of Michiana, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
American Telecasting of Monterey, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
American Telecasting of Oklahoma, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
American Telecasting of Portland, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
American Telecasting of Redding, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
American Telecasting of Salem/Eugene, LLC
|
||||
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
American Telecasting of Santa Barbara, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
ATI of Santa Rosa, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
American Telecasting of Seattle, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
American Telecasting of Sheridan, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
American Telecasting of Toledo, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
American Telecasting of Youngstown, LLC
|
||||
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
American Telecasting of Yuba City, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
PCTV Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
Alda Gold II, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
Alda Tucson, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
Alda Wireless Holdings, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
PCTV Gold II, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
People’s Choice TV of Albuquerque, LLC
|
||||
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
People’s Choice TV of Houston, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
PCTV of Milwaukee, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
PCTV of Salt Lake City, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
People’s Choice TV of St. Louis, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
|
||||
People’s Choice TV of Tucson, LLC
|
||||
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
Preferred Entertainment, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
SpeedChoice of Detroit, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
SpeedChoice of Phoenix, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
Wireless Cable of Indianapolis, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
G&S TV LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
WCOF, LLC
|
||||
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
TDI Acquisition Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
WBS California, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
WBS Idaho, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
WBS Montana, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
Wireless Broadband Services of America, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
Sprint Wireless Broadband Company LLC
|
||||
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
Wireless Broadcasting Systems of Knoxville, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
WBS Washington, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
WBS Oregon, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
WBS of America, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
WBS of Sacramento, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
WBS of Ft. Pierce, LLC
|
||||
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
WBS of Melbourne, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
WBS of West Palm, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
||
SCC X, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
NSAC, LLC
WBC NY, LLC
ATL MDS, LLC
LA MDS, LLC
NY MDS, LLC
SF MDS, LLC
Via/Net, LLC
Wavepath Sub, LLC
Sprint (Bay Area), LLC
Transworld Telecom II, LLC
WHI Sub, LLC
Bay Area Cablevision, LLC
TWTV Spokane, LLC
TTI Acquisition, LLC
WHI SD LLC
ATI Sub, LLC
American Telecasting Development, LLC
American Telecasting of Anchorage, LLC
American Telecasting of Bend, LLC
American Telecasting of Bismarck, LLC
American Telecasting of Cincinnati, LLC
American Telecasting of Colorado Springs, LLC
American Telecasting of Columbus, LLC
American Telecasting of Denver, LLC
American Telecasting of Fort Collins, LLC
American Telecasting of Fort Myers, LLC
American Telecasting of Green Bay, LLC
American Telecasting of Jackson, LLC
American Telecasting of Lansing, LLC
American Telecasting of Lincoln, LLC
American Telecasting of Little Rock, LLC
American Telecasting of Louisville, LLC
American Telecasting of Medford, LLC
American Telecasting of Michiana, LLC
American Telecasting of Monterey, LLC
American Telecasting of Oklahoma, LLC
American Telecasting of Portland, LLC
American Telecasting of Redding, LLC
American Telecasting of Salem/Eugene, LLC
American Telecasting of Santa Barbara, LLC
ATI of Santa Rosa, LLC
American Telecasting of Seattle, LLC
American Telecasting of Sheridan, LLC
American Telecasting of Toledo, LLC
American Telecasting of Youngstown, LLC
American Telecasting of Yuba City, LLC
PCTV Sub, LLC
Alda Gold II, LLC
|
Alda Tucson, LLC
Alda Wireless Holdings, LLC
PCTV Gold II, LLC
People’s Choice TV of Albuquerque, LLC
People’s Choice TV of Houston, LLC
PCTV of Milwaukee, LLC
PCTV of Salt Lake City, LLC
People’s Choice TV of St. Louis, LLC
People’s Choice TV of Tucson, LLC
Preferred Entertainment, LLC
SpeedChoice of Detroit, LLC
SpeedChoice of Phoenix, LLC
Wireless Cable of Indianapolis, LLC
G&S TV LLC
WCOF, LLC
TDI Acquisition Sub, LLC
WBS California, LLC
WBS Idaho, LLC
WBS Montana, LLC
Wireless Broadband Services of America, LLC
Sprint Wireless Broadband Company LLC
Wireless Broadcasting Systems of Knoxville, LLC
WBS Washington, LLC
WBS Oregon, LLC
WBS of America, LLC
WBS of Sacramento, LLC
WBS of Ft. Pierce, LLC
WBS of Melbourne, LLC
WBS of West Palm, LLC
SCC X, LLC
|
/s/ Charles R. Wunsch
|
|
|
Charles R. Wunsch
|
||
Authorized Person
|
|
1. |
The name of the limited liability company is ATI of Louisville, LLC.
|
|
2. |
The Certificate of Formation of the limited liability company is hereby amended as follows:
|
By: |
/s/ Scott Andreasen
|
||
|
Scott Andreasen
|
|
|
Assistant Secretary
|
COMPANY:
|
MEMBER:
|
|||||
American Telecasting of Louisville, LLC
|
American Telecasting, Inc.
|
|||||
By: American Telecasting, Inc.
|
By:
|
/s/ Timothy P. O’Grady
|
||||
Title: Manager and Sole Member
|
Name:
|
Timothy P. O’Grady | ||||
Title:
|
Vice President | |||||
By:
|
/s/ Timothy P. O’Grady
|
|||||
Name:
|
Timothy P. O’Grady | |||||
Title:
|
Vice President |
1. |
Member: The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer
Entities) for each of the Transfer Entities.
|
2. |
Manager: The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer
Entities) for each of the Transfer Entities.
|
3. |
Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the Transfer Entities are
hereby amended to provide for the LLC as the sole Member and Manager for each of the Transfer Entities.
|
4. |
Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a capital contribution
of Contributor to LLC.
|
5. |
Miscellaneous:
|
Sprint HoldCo, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
SX Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
NSAC, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WBC NY, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
ATL MDS, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
LA MDS, LLC
|
||||
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
NY MDS, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
SF MDS, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
|
||||
Via/Net, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Wavepath Sub, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Sprint (Bay Area), LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Transworld Telecom II, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WHI Sub, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Bay Area Cablevision, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
TWTV Spokane, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
TTI Acquisition, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WHI SD LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
ATI Sub, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting Development, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President
|
|||
American Telecasting of Anchorage, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Bend, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Bismarck, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Cincinnati, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Colorado Springs, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Columbus, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Denver, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Ft. Collins, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Fort Myers, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Green Bay, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Jackson, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Lansing, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Lincoln, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Little Rock, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Louisville, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Medford, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
|
||||
American Telecasting of Michiana, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Monterey, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|
||
American Telecasting of Oklahoma, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Portland, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Redding, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Salem/Eugene, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Santa Barbara, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
ATI of Santa Rosa, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Seattle, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Sheridan, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Toledo, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Youngstown, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Yuba City, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
PCTV Sub, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Alda Gold II, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Alda Tucson, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Alda Wireless Holdings, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
PCTV Gold II, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
People’s Choice TV of Albuquerque, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
People’s Choice TV of Houston, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
PCTV of Milwaukee, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
PCTV of Salt Lake City, LLC
|
||||
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
People’s Choice TV of St. Louis, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
People’s Choice TV of Tucson, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Preferred Entertainment, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
SpeedChoice of Detroit, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
SpeedChoice of Phoenix, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Wireless Cable of Indianapolis, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
G&S TV LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WCOF, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
TDI Acquisition Sub, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WBS California, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WBS Idaho, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WBS Montana, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Wireless Broadband Services of America, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Sprint Wireless Broadband Company LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Wireless Broadcasting Systems of Knoxville, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WBS Washington, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WBS Oregon, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WBS of America, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WBS of Sacramento, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WBS of Ft. Pierce, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WBS of Melbourne, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WBS of West Palm, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
SCC X, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|
/s/ Charles R. Wunsch
|
||
Charles R. Wunsch
|
||
Authorized Person
|
|
1. |
The name of the limited liability company is ATI of Medford, LLC.
|
|
2. |
The Certificate of Formation of the limited liability company is hereby amended as follows:
|
By:
|
/s/ Scott Andreasen | ||
Scott Andreasen
|
|||
Assistant Secretary
|
COMPANY:
|
MEMBER:
|
||||
American Telecasting of Medford, LLC
|
American Telecasting, Inc.
|
||||
By: American Telecasting, Inc.
|
By:
|
/s/ Timothy P. O’Grady | |||
Title: Manager and Sole Member
|
Name:
|
Timothy P. O’Grady | |||
|
Title:
|
Vice President | |||
By:
|
/s/ Timothy P. O’Grady | ||||
Name:
|
Timothy P. O’Grady | ||||
Title:
|
Vice President |
|
|
1. |
Member: The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
2. |
Manager: The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
3. |
Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the Transfer Entities are hereby amended to provide for the LLC as the sole Member and Manager for each of the Transfer
Entities.
|
4. |
Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a capital contribution of Contributor to LLC.
|
5. |
Miscellaneous:
|
Sprint HoldCo, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
SX Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
NSAC, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBC NY, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
ATL MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
LA MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
NY MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
SF MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Via/Net, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Wavepath Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Sprint (Bay Area), LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Transworld Telecom II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WHI Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Bay Area Cablevision, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
TWTV Spokane, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
TTI Acquisition, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WHI SD LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
ATI Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting Development, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Anchorage, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Bend, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Bismarck, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Cincinnati, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Colorado Springs, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Columbus, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Denver, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Ft. Collins, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Fort Myers, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Green Bay, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Jackson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Lansing, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Lincoln, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Little Rock, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Louisville, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Medford, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Michiana, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Monterey, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Oklahoma, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Portland, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Redding, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Salem/Eugene, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Santa Barbara, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
ATI of Santa Rosa, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Seattle, LLC
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Sheridan, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Toledo, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Youngstown, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Yuba City, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
PCTV Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Alda Gold II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Alda Tucson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Alda Wireless Holdings, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
PCTV Gold II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
People’s Choice TV of Albuquerque, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
People’s Choice TV of Houston, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
PCTV of Milwaukee, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
PCTV of Salt Lake City, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
People’s Choice TV of St. Louis, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
People’s Choice TV of Tucson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Preferred Entertainment, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
SpeedChoice of Detroit, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
SpeedChoice of Phoenix, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Wireless Cable of Indianapolis, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
G&S TV LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WCOF, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
TDI Acquisition Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS California, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS Idaho, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS Montana, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President |
Wireless Broadband Services of America, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Sprint Wireless Broadband Company LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Wireless Broadcasting Systems of Knoxville, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS Washington, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS Oregon, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS of America, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS of Sacramento, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS of Ft. Pierce, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS of Melbourne, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS of West Palm, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
SCC X, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
NSAC, LLC
WBC NY, LLC
ATL MDS, LLC
LA MDS, LLC
NY MDS, LLC
SF MDS, LLC
Via/Net, LLC
Wavepath Sub, LLC
Sprint (Bay Area), LLC
Transworld Telecom II, LLC
WHI Sub, LLC
Bay Area Cablevision, LLC
TWTV Spokane, LLC
TTI Acquisition, LLC
WHI SD LLC
ATI Sub, LLC
American Telecasting Development, LLC
American Telecasting of Anchorage, LLC
American Telecasting of Bend, LLC
American Telecasting of Bismarck, LLC
American Telecasting of Cincinnati, LLC
American Telecasting of Colorado Springs, LLC
American Telecasting of Columbus, LLC
American Telecasting of Denver, LLC
American Telecasting of Fort Collins, LLC
American Telecasting of Fort Myers, LLC
American Telecasting of Green Bay, LLC
American Telecasting of Jackson, LLC
American Telecasting of Lansing, LLC
American Telecasting of Lincoln, LLC
American Telecasting of Little Rock, LLC
American Telecasting of Louisville, LLC
American Telecasting of Medford, LLC
American Telecasting of Michiana, LLC
American Telecasting of Monterey, LLC
American Telecasting of Oklahoma, LLC
American Telecasting of Portland, LLC
American Telecasting of Redding, LLC
American Telecasting of Salem/Eugene, LLC
American Telecasting of Santa Barbara, LLC
ATI of Santa Rosa, LLC
American Telecasting of Seattle, LLC
American Telecasting of Sheridan, LLC
American Telecasting of Toledo, LLC
American Telecasting of Youngstown, LLC
American Telecasting of Yuba City, LLC
PCTV Sub, LLC
Alda Gold II, LLC
|
Alda Tucson, LLC
Alda Wireless Holdings, LLC
PCTV Gold II, LLC
People’s Choice TV of Albuquerque, LLC
People’s Choice TV of Houston, LLC
PCTV of Milwaukee, LLC
PCTV of Salt Lake City, LLC
People’s Choice TV of St. Louis, LLC
People’s Choice TV of Tucson, LLC
Preferred Entertainment, LLC
SpeedChoice of Detroit, LLC
SpeedChoice of Phoenix, LLC
Wireless Cable of Indianapolis, LLC
G&S TV LLC
WCOF, LLC
TDI Acquisition Sub, LLC
WBS California, LLC
WBS Idaho, LLC
WBS Montana, LLC
Wireless Broadband Services of America, LLC
Sprint Wireless Broadband Company LLC
Wireless Broadcasting Systems of Knoxville, LLC
WBS Washington, LLC
WBS Oregon, LLC
WBS of America, LLC
WBS of Sacramento, LLC
WBS of Ft. Pierce, LLC
WBS of Melbourne, LLC
WBS of West Palm, LLC
SCC X, LLC
|
/s/ Charles R. Wunsch
|
|
Charles R. Wunsch
|
|
Authorized Person
|
By: /s/ Scott Andreasen
|
|
Scott Andreasen
|
|
Assistant Secretary
|
COMPANY:
|
MEMBER:
|
American Telecasting of Michiana, LLC
|
American Telecasting, Inc.
|
By: American Telecasting, Inc.
|
By:
|
/s/ Timothy P. O’Grady
|
Title: Manager and Sole Member |
Name:
|
Timothy P. O’Grady
|
Title:
|
Vice President
|
By:
|
/s/ Timothy P. O’Grady |
Name:
|
Timothy P. O’Grady
|
|
Title: | Vice President |
1. |
Member: The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer
Entities) for each of the Transfer Entities.
|
2. |
Manager: The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer
Entities) for each of the Transfer Entities,
|
3. |
Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the
Transfer Entities are hereby amended to provide for the LLC as the sole Member and Manager for each of the Transfer Entities.
|
4. |
Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a
capital contribution of Contributor to LLC.
|
5. |
Miscellaneous:
|
Sprint HoldCo, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
SX Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
NSAC, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WBC NY, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
ATL MDS, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
LA MDS, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
NY MDS, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
SF MDS, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
Via/Net, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
Wavepath Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
Sprint (Bay Area), LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
Transworld Telecom II, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WHI Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
Bay Area Cablevision, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
TWTV Spokane, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
TTI Acquisition, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WHI SD LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
ATI Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting Development, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Anchorage, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Bend, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Bismarck, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Cincinnati, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Colorado Springs, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Columbus, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Denver, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Ft. Collins, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Fort Myers, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Green Bay, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Jackson, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Lansing, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Lincoln, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Little Rock, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Louisville, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Medford, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Michiana, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Monterey, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Oklahoma, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Portland, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Redding, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Salem/Eugene, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Santa Barbara, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
ATI of Santa Rosa, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Seattle, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Sheridan, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Toledo, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Youngstown, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Yuba City, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
PCTV Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
Alda Gold II, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
Alda Tucson, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
Alda Wireless Holdings, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
PCTV Gold II, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
People’s Choice TV of Albuquerque, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
People’s Choice TV of Houston, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
PCTV of Milwaukee, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
PCTV of Salt Lake City, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
People’s Choice TV of St. Louis, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
People’s Choice TV of Tucson, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
Preferred Entertainment, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
SpeedChoice of Detroit, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
SpeedChoice of Phoenix, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
Wireless Cable of Indianapolis, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
G&S TV LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WCOF, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
TDI Acquisition Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WBS California, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WBS Idaho, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WBS Montana, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
Wireless Broadband Services of America, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
Sprint Wireless Broadband Company LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
Wireless Broadcasting Systems of Knoxville, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WBS Washington, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WBS Oregon, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WBS of America, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WBS of Sacramento, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WBS of Ft. Pierce, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WBS of Melbourne, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WBS of West Palm, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
SCC X, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|
|
/s/ Charles R. Wunsch
|
|
|
Charles R. Wunsch
|
|
|
Authorized Person
|
|
By:
|
/s/ Scott Andreasen
|
||
|
Scott Andreasen
|
|||
|
Assistant Secretary
|
COMPANY:
|
|
MEMBER:
|
|||
American Telecasting of Monterey, LLC
|
|
American Telecasting, Inc.
|
|||
By:
|
American Telecasting, Inc.
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Title:
|
Manager and Sole Member
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
Title:
|
Vice President
|
1. |
Member: The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
2. |
Manager: The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
3. |
Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the Transfer Entities are hereby amended to provide for the LLC as the sole Member and Manager for each of the
Transfer Entities.
|
4. |
Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a capital contribution of Contributor to LLC.
|
5. |
Miscellaneous:
|
|
a. |
Assignment: This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
|
|
b. |
Governing Law: This Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware.
|
|
c. |
Further Assurances: Each of the parties will, and will cause their respective affiliates to, execute and deliver such further certificates, agreements and other documents and to take such other actions as the other parties may
reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters. To the extent any Contributed Interests are not transferred on the
date hereof, the Contributor will transfer any such interests to LLC as soon as reasonably practicable after such interests become transferable.
|
|
Sprint HoldCo, LLC
|
||
|
|
||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
SX Sub, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
NSAC, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBC NY, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
ATL MDS, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
LA MDS, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
NY MDS, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
SF MDS, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Via/Net, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Wavepath Sub, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Sprint (Bay Area), LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Transworld Telecom II, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WHI Sub, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Bay Area Cablevision, LLC
|
||
|
|
||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
TWTV Spokane, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
TTI Acquisition, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WHI SD LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
ATI Sub, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting Development, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Anchorage, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Bend, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Bismarck, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Cincinnati, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Colorado Springs, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Columbus, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Denver, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Ft. Collins, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Fort Myers, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Green Bay, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Jackson, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Lansing, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Lincoln, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Little Rock, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Louisville, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Medford, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Michiana, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Monterey, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Oklahoma, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Portland, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Redding, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Salem/Eugene, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Santa Barbara, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
ATI of Santa Rosa, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Seattle, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Sheridan, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Toledo, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Youngstown, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Yuba City, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
PCTV Sub, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Alda Gold II, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Alda Tucson, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Alda Wireless Holdings, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
PCTV Gold II, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
People’s Choice TV of Albuquerque, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
People’s Choice TV of Houston, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
PCTV of Milwaukee, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
PCTV of Salt Lake City, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
People’s Choice TV of St. Louis, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
People’s Choice TV of Tucson, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Preferred Entertainment, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
SpeedChoice of Detroit, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
SpeedChoice of Phoenix, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Wireless Cable of Indianapolis, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
G&S TV LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WCOF, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
TDI Acquisition Sub, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS California, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS Idaho, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS Montana, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Wireless Broadband Services of America, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Sprint Wireless Broadband Company LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Wireless Broadcasting Systems of Knoxville, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS Washington, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS Oregon, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS of America, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS of Sacramento, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS of Ft. Pierce, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS of Melbourne, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS of West Palm, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
SCC X, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
/s/ Charles R. Wunsch
|
||
Charles R. Wunsch
|
||
Authorized Person
|
By:
|
/s/ Scott Andreasen
|
|||
Scott Andreasen
|
||||
Assistant Secretary
|
COMPANY:
|
|
MEMBER:
|
|
|
|
American Telecasting of Redding, LLC
|
|
American Telecasting, Inc.
|
By: American Telecasting, Inc. |
|
By:
|
/s/ Timothy P. O’Grady |
|
Title: Manager and Sole Member
|
|
Name: Timothy P. O’Grady
|
||
|
|
Title: Vice President
|
By:
|
/s/ Timothy P. O’Grady |
|
Name:
|
Timothy P. O’Grady
|
Title:
|
Vice President
|
1. |
Member: The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer
Entities) for each of the Transfer Entities.
|
2. |
Manager: The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer
Entities) for each of the Transfer Entities.
|
3. |
Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the Transfer Entities
are hereby amended to provide for the LLC as the sole Member and Manager for each of the Transfer Entities.
|
4. |
Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a capital
contribution of Contributor to LLC.
|
5. |
Miscellaneous:
|
|
a. |
Assignment: This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective successors
and assigns.
|
|
b. |
Governing Law: This Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware.
|
|
c. |
Further Assurances: Each of the parties will, and will cause their respective affiliates to, execute and deliver such further certificates, agreements and other documents and to take such other actions as the other parties may
reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters. To the extent any Contributed Interests are not transferred on the date
hereof, the Contributor will transfer any such interests to LLC as soon as reasonably practicable after such interests become transferable.
|
|
Sprint HoldCo, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
SX Sub, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
NSAC, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
WBC NY, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
ATL MDS, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
LA MDS, LLC
|
||
|
|
||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
NY MDS, LLC
|
||
|
|
|
|
|
By: |
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
SF MDS, LLC
|
||
|
|
||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
Via/Net, LLC
|
||
|
|
||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
Wavepath Sub, LLC
|
||
|
|
||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
Sprint (Bay Area), LLC
|
||
|
|
||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
Transworld Telecom II, LLC
|
||
|
|
||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
WHI Sub, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
Bay Area Cablevision, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
TWTV Spokane, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
TTI Acquisition, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
WHI SD LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
ATI Sub, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
American Telecasting Development, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
American Telecasting of Anchorage, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
American Telecasting of Bend, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
American Telecasting of Bismarck, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
American Telecasting of Cincinnati, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
American Telecasting of Colorado Springs, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
American Telecasting of Columbus, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
American Telecasting of Denver, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
American Telecasting of Ft. Collins, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
American Telecasting of Fort Myers, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
American Telecasting of Green Bay, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
American Telecasting of Jackson, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
American Telecasting of Lansing, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
American Telecasting of Lincoln, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
American Telecasting of Little Rock, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
American Telecasting of Louisville, LLC
|
||
|
|
||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
American Telecasting of Medford, LLC
|
||
|
|
||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
American Telecasting of Michiana, LLC
|
|||
|
|
||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
American Telecasting of Monterey, LLC
|
||
|
|
||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
American Telecasting of Oklahoma, LLC
|
||
|
|
||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
American Telecasting of Portland, LLC
|
||
|
|
||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
American Telecasting of Redding, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
American Telecasting of Salem/Eugene, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
American Telecasting of Santa Barbara, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
ATI of Santa Rosa, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
American Telecasting of Seattle, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
American Telecasting of Sheridan, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
American Telecasting of Toledo, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
American Telecasting of Youngstown, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
American Telecasting of Yuba City, LLC | ||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
PCTV Sub, LLC
|
||
|
|
||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
Alda Gold II, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
Alda Tucson, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
Alda Wireless Holdings, LLC
|
||
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
|
Name: Timothy P. O’Grady
|
||
|
Title: Vice President
|
|
PCTV Gold II, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
People’s Choice TV of Albuquerque, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
People’s Choice TV of Houston, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
PCTV of Milwaukee, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
PCTV of Salt Lake City, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
People’s Choice TV of St. Louis, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
People’s Choice TV of Tucson, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
Preferred Entertainment, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
SpeedChoice of Detroit, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
SpeedChoice of Phoenix, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
Wireless Cable of Indianapolis, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
G&S TV LLC
|
|||
|
|
||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name: Timothy P. O’Grady
|
||
|
Title: Vice President
|
|
WCOF, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
TDI Acquisition Sub, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
WBS California, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
WBS Idaho, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
WBS Montana, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
Wireless Broadband Services of America, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
Sprint Wireless Broadband Company LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
Wireless Broadcasting Systems of Knoxville, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
WBS Washington, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
WBS Oregon, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
WBS of America, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
WBS of Sacramento, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
WBS of Ft. Pierce, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
WBS of Melbourne, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
WBS of West Palm, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
SCC X, LLC
|
||
|
|
||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name: Timothy P. O’Grady
|
|
|
|
Title: Vice President
|
|
/s/ Charles R. Wunsch
|
|
Charles R. Wunsch
|
|
Authorized Person
|
By:
|
/s/ Scott Andreasen
|
|
Scott Andreasen
|
||
Assistant Secretary
|
COMPANY:
|
MEMBER:
|
||
American Telecasting of Santa Barbara, LLC
|
American Telecasting, Inc.
|
||
By:
|
American Telecasting, Inc.
|
By: |
/s/ Timothy P. O’Grady
|
Title:
|
Manager and Sole Member |
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
By: |
/s/ Timothy P. O’Grady
|
Name: |
Timothy P. O’Grady
|
Title: |
Vice President
|
1. |
Member: The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
2. |
Manager: The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
3. |
Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the Transfer Entities are hereby amended to provide for the LLC as the sole Member and Manager for each of the
Transfer Entities.
|
4. |
Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a capital contribution of Contributor to LLC.
|
5. |
Miscellaneous:
|
|
a. |
Assignment: This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
|
|
b. |
Governing Law: This Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware.
|
|
c. |
Further Assurances: Each of the parties will, and will cause their respective affiliates to, execute and deliver such further certificates, agreements and other documents and to take such other actions as the other parties may
reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters. To the extent any Contributed Interests are not transferred on the date
hereof, the Contributor will transfer any such interests to LLC as soon as reasonably practicable after such interests become transferable.
|
Sprint HoldCo, LLC
|
|||
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
SX Sub, LLC
|
|||
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
NSAC, LLC
|
|||
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBC NY, LLC
|
|||
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
ATL MDS, LLC
|
|||
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
LA MDS, LLC
|
|||
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
NY MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
SF MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Via/Net, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Wavepath Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Sprint (Bay Area), LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Transworld Telecom II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WHI Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Bay Area Cablevision, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
TWTV Spokane, LLC
|
|
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
TTI Acquisition, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WHI SD LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
ATI Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting Development, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Anchorage, LLC
|
|
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Bend, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Bismarck, LLC
|
|||
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Cincinnati, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Colorado Springs, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Columbus, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Denver, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Ft. Collins, LLC
|
|||
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Fort Myers, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Green Bay, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Jackson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Lansing, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Lincoln, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Little Rock, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Louisville, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Medford, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Michiana, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Monterey, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Oklahoma, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Portland, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Redding, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Salem/Eugene, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Santa Barbara, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
ATI of Santa Rosa, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Seattle, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Sheridan, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Toledo, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Youngstown, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Yuba City, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
PCTV Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Alda Gold II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Alda Tucson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Alda Wireless Holdings, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
PCTV Gold II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
People’s Choice TV of Albuquerque, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
People’s Choice TV of Houston, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
PCTV of Milwaukee, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV of Salt Lake City, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
People’s Choice TV of St. Louis, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
People’s Choice TV of Tucson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Preferred Entertainment, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
SpeedChoice of Detroit, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
SpeedChoice of Phoenix, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Wireless Cable of Indianapolis, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
G&S TV LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WCOF, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
TDI Acquisition Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS California, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS Idaho, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Montana, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Wireless Broadband Services of America, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Sprint Wireless Broadband Company LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Wireless Broadcasting Systems of Knoxville, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS Washington, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS Oregon, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS of America, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS of Sacramento, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS of Ft. Pierce, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS of Melbourne, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS of West Palm, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
SCC X, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
NSAC, LLC
|
PCTV Gold II, LLC |
WBC NY, LLC
|
People's Choice TV of Albuquerque, LLC |
ATL MDS, LLC
|
People's Choice TV of Houston, LLC |
LA MDS, LLC
|
PCTV of Milwaukee, LLC |
NY MDS, LLC
|
PCTV of Salt Lake City, LLC |
SF MDS, LLC
|
People's Choice TV of St. Louis, LLC
|
Via/Net, LLC
|
People's Choice TV of Tucson, LLC
|
Wavepath Sub, LLC
|
Preferred Entertainment, LLC
|
Sprint (Bay Area), LLC
|
SpeedChoice of Detroit, LLC
|
Transworld Telecom II, LLC
|
SpeedChoice of Phoenix, LLC
|
WHI Sub, LLC
|
Wireless Cable of Indianapolis, LLC
|
Bay Area Cablevision, LLC
|
G&S TV LLC
|
TWTV Spokane, LLC
|
WCOF, LLC
|
TTI Acquisition, LLC
|
TDI Acquisition Sub, LLC
|
WHI SD LLC
|
WBS California, LLC
|
ATI Sub, LLC
|
WBS Idaho, LLC
|
American Telecasting Development, LLC
|
WBS Montana, LLC
|
American Telecasting of Anchorage, LLC
|
Wireless Broadband Services of America, LLC
|
American Telecasting of Bend, LLC
|
Sprint Wireless Broadband Company LLC
|
American Telecasting of Bismarck, LLC
|
Wireless Broadcasting Systems of Knoxville, LLC
|
American Telecasting of Cincinnati, LLC
|
WBS Washington, LLC
|
American Telecasting of Colorado Springs, LLC
|
WBS Oregon, LLC
|
American Telecasting of Columbus, LLC
|
WBS of America, LLC
|
American Telecasting of Denver, LLC
|
WBS of Sacramento, LLC
|
American Telecasting of Fort Collins, LLC
|
WBS of Ft. Pierce, LLC
|
American Telecasting of Fort Myers, LLC
|
WBS of Melbourne, LLC
|
American Telecasting of Green Bay, LLC
|
WBS of West Palm, LLC
|
American Telecasting of Jackson, LLC
|
SCC X, LLC
|
American Telecasting of Lansing, LLC
|
|
American Telecasting of Lincoln, LLC
|
|
American Telecasting of Little Rock, LLC
|
|
American Telecasting of Louisville, LLC
|
|
American Telecasting of Medford, LLC
|
|
American Telecasting of Michiana, LLC
|
|
American Telecasting of Monterey, LLC
|
|
American Telecasting of Oklahoma, LLC
|
|
American Telecasting of Portland, LLC
|
|
American Telecasting of Redding, LLC
|
|
American Telecasting of Salem/Eugene, LLC
|
|
American Telecasting of Santa Barbara, LLC
|
|
ATI of Santa Rosa, LLC
|
|
American Telecasting of Seattle, LLC | |
American Telecasting of Sheridan, LLC | |
American Telecasting of Toledo, LLC | |
American Telecasting of Youngstown, LLC
|
|
American Telecasting of Yuba City, LLC | |
PCTV Sub, LLC | |
Alda Gold II, LLC
|
|
Alda Tucson, LLC | |
Alda Wireless Holdings, LLC |
|
/s/ Charles R. Wunsch
|
|
Charles R. Wunsch
|
|
Authorized Person
|
|
By:
|
/s/ Scott Andreasen
|
|
Scott Andreasen
|
|
Assistant Secretary
|
COMPANY:
|
MEMBER:
|
|
American Telecasting of Seattle, LLC
|
American Telecasting, Inc.
|
|
By: American Telecasting, Inc.
|
By:
|
/s/ Timothy P. O’Grady
|
Title: Manager and Sole Member
|
Name:
|
Timothy P. O’Grady
|
Title:
|
Vice President
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
1. |
Member: The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
2. |
Manager: The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
3. |
Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the Transfer Entities are hereby amended to provide for the LLC as the sole Member and Manager for each of the
Transfer Entities.
|
4. |
Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a capital contribution of Contributor to LLC.
|
5. |
Miscellaneous:
|
|
a. |
Assignment: This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
|
|
b. |
Governing Law: This Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware.
|
|
c. |
Further Assurances: Each of the parties will, and will cause their respective affiliates to, execute and deliver such further certificates, agreements and other documents and to take such other actions as the other parties may
reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters. To the extent any Contributed Interests are not transferred on the date
hereof, the Contributor will transfer any such interests to LLC as soon as reasonably practicable after such interests become transferable.
|
|
Sprint HoldCo, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
SX Sub, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
NSAC, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
WBC NY, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
ATL MDS, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
LA MDS, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
NY MDS, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
SF MDS, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
Via/Net, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
Wavepath Sub, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
Sprint (Bay Area), LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
Transworld Telecom II, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
WHI Sub, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
Bay Area Cablevision, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
TWTV Spokane, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
TTI Acquisition, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
WHI SD LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
ATI Sub, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
American Telecasting Development, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
American Telecasting of Anchorage, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
American Telecasting of Bend, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
American Telecasting of Bismarck, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
American Telecasting of Cincinnati, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
American Telecasting of Colorado Springs, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
American Telecasting of Columbus, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
American Telecasting of Denver, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
American Telecasting of Ft. Collins, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
American Telecasting of Fort Myers, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
American Telecasting of Green Bay, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
American Telecasting of Jackson, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
American Telecasting of Lansing, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
American Telecasting of Lincoln, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
American Telecasting of Little Rock, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
American Telecasting of Louisville, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
American Telecasting of Medford, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
American Telecasting of Michiana, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
American Telecasting of Monterey, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
American Telecasting of Oklahoma, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
American Telecasting of Portland, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
American Telecasting of Redding, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
American Telecasting of Salem/Eugene, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
American Telecasting of Santa Barbara, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
ATI of Santa Rosa, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
American Telecasting of Seattle, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
American Telecasting of Sheridan, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
American Telecasting of Toledo, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
American Telecasting of Youngstown, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
American Telecasting of Yuba City, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
PCTV Sub, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
Alda Gold II, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
Alda Tucson, LLC
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
Alda Wireless Holdings, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
PCTV Gold II, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
People’s Choice TV of Albuquerque, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
People’s Choice TV of Houston, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
PCTV of Milwaukee, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
PCTV of Salt Lake City, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
People’s Choice TV of St. Louis, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
People’s Choice TV of Tucson, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
Preferred Entertainment, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
SpeedChoice of Detroit, LLC
|
|
||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
SpeedChoice of Phoenix, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
Wireless Cable of Indianapolis, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
G&S TV LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
WCOF, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
TDI Acquisition Sub, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
WBS California, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
WBS Idaho, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
WBS Montana, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
Wireless Broadband Services of America, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
Sprint Wireless Broadband Company LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
Wireless Broadcasting Systems of Knoxville, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
WBS Washington, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
WBS Oregon, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
WBS of America, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
WBS of Sacramento, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
WBS of Ft. Pierce, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
WBS of Melbourne, LLC
|
|
||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|||
|
WBS of West Palm, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
SCC X, LLC
|
|||
|
|
|||
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
NSAC, LLC
|
PCTV Gold II, LLC
|
WBC NY, LLC
|
People's Choice TV of Albuquerque, LLC
|
ATL MDS, LLC
|
People's Choice TV of Houston, LLC
|
LA MDS, LLC
|
PCTV of Milwaukee, LLC
|
NY MDS, LLC
|
PCTV of Salt Lake City, LLC
|
SF MDS, LLC
|
People's Choice TV of St. Louis, LLC
|
Via/Net, LLC
|
People's Choice TV of Tucson, LLC
|
Wavepath Sub, LLC
|
Preferred Entertainment, LLC
|
Sprint (Bay Area), LLC
|
SpeedChoice of Detroit, LLC
|
Transworld Telecom II, LLC
|
SpeedChoice of Phoenix, LLC
|
WHI Sub, LLC
|
Wireless Cable of Indianapolis, LLC
|
Bay Area Cablevision, LLC
|
G&S TV LLC
|
TWTV Spokane, LLC
|
WCOF, LLC
|
TTI Acquisition, LLC
|
TDI Acquisition Sub, LLC
|
WHI SD LLC
|
WBS California, LLC
|
ATI Sub, LLC
|
WBS Idaho, LLC
|
American Telecasting Development, LLC
|
WBS Montana, LLC
|
American Telecasting of Anchorage, LLC
|
Wireless Broadband Services of America, LLC
|
American Telecasting of Bend, LLC
|
Sprint Wireless Broadband Company LLC
|
American Telecasting of Bismarck, LLC
|
Wireless Broadcasting Systems of Knoxville, LLC
|
American Telecasting of Cincinnati, LLC
|
WBS Washington, LLC
|
American Telecasting of Colorado Springs, LLC
|
WBS Oregon, LLC
|
American Telecasting of Columbus, LLC
|
WBS of America, LLC
|
American Telecasting of Denver, LLC
|
WBS of Sacramento, LLC
|
American Telecasting of Fort Collins, LLC
|
WBS of Ft. Pierce, LLC
|
American Telecasting of Fort Myers, LLC
|
WBS of Melbourne, LLC
|
American Telecasting of Green Bay, LLC
|
WBS of West Palm, LLC
|
American Telecasting of Jackson, LLC
|
SCC X, LLC
|
American Telecasting of Lansing, LLC
|
|
American Telecasting of Lincoln, LLC
|
|
American Telecasting of Little Rock, LLC
|
|
American Telecasting of Louisville, LLC
|
|
American Telecasting of Medford, LLC
|
|
American Telecasting of Michiana, LLC
|
|
American Telecasting of Monterey, LLC
|
|
American Telecasting of Oklahoma, LLC
|
|
American Telecasting of Portland, LLC
|
|
American Telecasting of Redding, LLC
|
|
American Telecasting of Salem/Eugene, LLC
|
|
American Telecasting of Santa Barbara, LLC
|
|
ATI of Santa Rosa, LLC
|
|
American Telecasting of Seattle, LLC
|
|
American Telecasting of Sheridan, LLC
|
|
American Telecasting of Toledo, LLC
|
|
American Telecasting of Youngstown, LLC
|
|
American Telecasting of Yuba City, LLC
|
|
PCTV Sub, LLC
|
|
Alda Gold II, LLC
|
|
Alda Tucson, LLC
|
|
Alda Wireless Holdings, LLC
|
/s/ Charles R. Wunsch
|
||
Charles R. Wunsch
|
||
Authorized Person
|
By:
|
/s/ Scott Andreasen
|
||
Scott Andreasen
|
|||
Assistant Secretary
|
COMPANY:
|
MEMBER:
|
|||
American Telecasting of Sheridan, LLC
|
American Telecasting, Inc.
|
|||
|
|
|
|
By:
|
American Telecasting, Inc.
|
By:
|
/s/ Timothy P. O’Grady
|
Title:
|
Manager and Sole Member
|
Name:
|
Timothy P. O’Grady
|
Title:
|
Vice President
|
By: |
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
1. |
Member: The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer
Entities) for each of the Transfer Entities.
|
2. |
Manager: The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer
Entities) for each of the Transfer Entities.
|
3. |
Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the Transfer Entities
are hereby amended to provide for the LLC as the sole Member and Manager for each of the Transfer Entities.
|
4. |
Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a capital
contribution of Contributor to LLC.
|
5. |
Miscellaneous:
|
|
a. |
Assignment: This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective successors
and assigns.
|
|
b. |
Governing Law: This Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware.
|
|
c. |
Further Assurances: Each of the parties will, and will cause their respective affiliates to, execute and deliver such further certificates, agreements and other documents and to take such other actions as the other parties may
reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters. To the extent any Contributed Interests are not transferred on the
date hereof, the Contributor will transfer any such interests to LLC as soon as reasonably practicable after such interests become transferable.
|
Sprint HoldCo, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SX Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
NSAC, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBC NY, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
ATL MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
LA MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
NY MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
SF MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Via/Net, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Wavepath Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Sprint (Bay Area), LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Transworld Telecom II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WHI Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Bay Area Cablevision, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
TWTV Spokane, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
TTI Acquisition, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WHI SD LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
ATI Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting Development, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Anchorage, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Bend, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Bismarck, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Cincinnati, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Colorado Springs, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Columbus, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Denver, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Ft. Collins, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Fort Myers, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Green Bay, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Jackson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Lansing, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Lincoln, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Little Rock, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Louisville, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Medford, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Michiana, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Monterey, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Oklahoma, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Portland, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Redding, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Salem/Eugene, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Santa Barbara, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
ATI of Santa Rosa, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Seattle, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Sheridan, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Toledo, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Youngstown, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Yuba City, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
PCTV Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Alda Gold II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Alda Tucson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Alda Wireless Holdings, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
PCTV Gold II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
People’s Choice TV of Albuquerque, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
People’s Choice TV of Houston, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
PCTV of Milwaukee, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
PCTV of Salt Lake City, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
People’s Choice TV of St. Louis, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
People’s Choice TV of Tucson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Preferred Entertainment, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
SpeedChoice of Detroit, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
SpeedChoice of Phoenix, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Wireless Cable of Indianapolis, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
G&S TV LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WCOF, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
TDI Acquisition Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS California, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS Idaho, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS Montana, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Wireless Broadband Services of America, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Sprint Wireless Broadband Company LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Wireless Broadcasting Systems of Knoxville, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS Washington, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS Oregon, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS of America, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS of Sacramento, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS of Ft. Pierce, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS of Melbourne, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS of West Palm, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
SCC X, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
NSAC, LLC
WBC NY, LLC
ATL MDS, LLC
LA MDS, LLC
NY MDS, LLC
SF MDS, LLC
Via/Net, LLC
Wavepath Sub, LLC
Sprint (Bay Area), LLC
Transworld Telecom II, LLC
WHI Sub, LLC
Bay Area Cablevision, LLC
TWTV Spokane, LLC
TTI Acquisition, LLC
WHI SD LLC
ATI Sub, LLC
American Telecasting Development, LLC
American Telecasting of Anchorage, LLC
American Telecasting of Bend, LLC
American Telecasting of Bismarck, LLC
American Telecasting of Cincinnati, LLC
American Telecasting of Colorado Springs, LLC
American Telecasting of Columbus, LLC
American Telecasting of Denver, LLC
American Telecasting of Fort Collins, LLC
American Telecasting of Fort Myers, LLC
American Telecasting of Green Bay, LLC
American Telecasting of Jackson, LLC
American Telecasting of Lansing, LLC
American Telecasting of Lincoln, LLC
American Telecasting of Little Rock, LLC
American Telecasting of Louisville, LLC
American Telecasting of Medford, LLC
American Telecasting of Michiana, LLC
American Telecasting of Monterey, LLC
American Telecasting of Oklahoma, LLC
American Telecasting of Portland, LLC
American Telecasting of Redding, LLC
American Telecasting of Salem/Eugene, LLC
American Telecasting of Santa Barbara, LLC
ATI of Santa Rosa, LLC
American Telecasting of Seattle, LLC
American Telecasting of Sheridan, LLC
American Telecasting of Toledo, LLC
American Telecasting of Youngstown, LLC
American Telecasting of Yuba City, LLC
PCTV Sub, LLC
Alda Gold II, LLC
Alda Tucson, LLC
Alda Wireless Holdings, LLC
|
PCTV Gold II, LLC
People’s Choice TV of Albuquerque, LLC
People’s Choice TV of Houston, LLC
PCTV of Milwaukee, LLC
PCTV of Salt Lake City, LLC
People’s Choice TV of St. Louis, LLC
People’s Choice TV of Tucson, LLC
Preferred Entertainment, LLC
SpeedChoice of Detroit, LLC
SpeedChoice of Phoenix, LLC
Wireless Cable of Indianapolis, LLC
G&S TV LLC
WCOF, LLC
TDI Acquisition Sub, LLC
WBS California, LLC
WBS Idaho, LLC
WBS Montana, LLC
Wireless Broadband Services of America, LLC
Sprint Wireless Broadband Company LLC
Wireless Broadcasting Systems of Knoxville, LLC
WBS Washington, LLC
WBS Oregon, LLC
WBS of America, LLC
WBS of Sacramento, LLC
WBS of Ft. Pierce, LLC
WBS of Melbourne, LLC
WBS of West Palm, LLC
SCC X, LLC
|
/s/ Charles R. Wunsch
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Charles R. Wunsch
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Authorized Person
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By:
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/s/ Scott Andreasen
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Scott Andreasen
|
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Assistant Secretary
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COMPANY:
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MEMBER:
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||||||
American Telecasting of Yuba City, LLC
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American Telecasting, Inc.
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||||||
By: American Telecasting, Inc.
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|||||||
Title:
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Manager and Sole Member
|
By:
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/s/ Timothy P. O’Grady
|
||||
Name:
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Timothy P. O’Grady
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||||||
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Title:
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Vice President
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By:
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/s/ Timothy P. O’Grady
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Name: | Timothy P. O’Grady | ||
Title: | Vice President |
1. |
Member: The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer
Entities) for each of the Transfer Entities.
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2. |
Manager: The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer
Entities) for each of the Transfer Entities.
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3. |
Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the Transfer Entities
are hereby amended to provide for the LLC as the sole Member and Manager for each of the Transfer Entities.
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4. |
Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a capital
contribution of Contributor to LLC.
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5. |
Miscellaneous:
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a. |
Assignment: This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective successors
and assigns.
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b. |
Governing Law: This Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware.
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c. |
Further Assurances: Each of the parties will, and will cause their respective affiliates to, execute and deliver such further certificates, agreements and other documents and to take such other actions as the other parties may
reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters. To the extent any Contributed Interests are not transferred on the date
hereof, the Contributor will transfer any such interests to LLC as soon as reasonably practicable after such interests become transferable.
|
Sprint HoldCo, LLC
|
||||
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By:
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/s/ Timothy P. O’Grady
|
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Name:
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Timothy P. O’Grady | |||
Title:
|
Vice President | |||
SX Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
|
||||
NSAC, LLC
|
||||
By:
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/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
WBC NY, LLC
|
||||
|
By:
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/s/Timothy P. O’Grady
|
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Name:
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Timothy P. O’Grady | |||
Title:
|
Vice President | |||
ATL MDS, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
LA MDS, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
NYMDS, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President |
SF MDS, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
Via/Net, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
Wavepath Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
Sprint (Bay Area), LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
Transworld Telecom II, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
WHI Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President
|
|||
Bay Area Cablevision, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
TWTV Spokane, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President |
TTI Acquisition, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
WHI SD LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
ATI Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
American Telecasting Development, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
American Telecasting of Anchorage, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
American Telecasting of Bend, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
American Telecasting of Bismarck, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
American Telecasting of Cincinnati, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President |
American Telecasting of Colorado Springs, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
American Telecasting of Columbus, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
American Telecasting of Denver, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
American Telecasting of Ft. Collins, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
American Telecasting of Fort Myers, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
American Telecasting of Green Bay, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
American Telecasting of Jackson, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
American Telecasting of Lansing, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President |
American Telecasting of Lincoln, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
American Telecasting of Little Rock, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
American Telecasting of Louisville, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
American Telecasting of Medford, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
American Telecasting of Michiana, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
American Telecasting of Monterey, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
American Telecasting of Oklahoma, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
American Telecasting of Portland, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President |
American Telecasting of Redding, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
American Telecasting of Salem/Eugene, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
American Telecasting of Santa Barbara, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
ATI of Santa Rosa, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
American Telecasting of Seattle, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
American Telecasting of Sheridan, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
American Telecasting of Toledo, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
American Telecasting of Youngstown, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President |
American Telecasting of Yuba City, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
PCTV Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President
|
|||
Alda Gold II, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
Alda Tucson, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
Alda Wireless Holdings, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
PCTV Gold II, LLC
|
||||
By: /s/ Timothy P. O’Grady
|
||||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
People’s Choice TV of Albuquerque, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
People’sChoice TV of Houston, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President |
PCTV of Milwaukee, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
PCTV of Salt Lake City, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
People’s Choice TV of St. Louis, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
People’s Choice TV of Tucson, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
Preferred Entertainment, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
SpeedChoice of Detroit, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
SpeedChoice of Phoenix, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
Wireless Cable of Indianapolis, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President |
G&S TV LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
WCOF, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
TDI Acquisition Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
WBS California, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
WBS Idaho, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
WBS Montana, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President |
|
Wireless Broadband Services of America, LLC
|
|||
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
Sprint Wireless Broadband Company LLC
|
|||
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
|
Name:
|
Timothy P. O’Grady |
|
|
|
Title:
|
Vice President |
|
|
Wireless Broadcasting Systems of Knoxville, LLC
|
|||
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
|
Name:
|
Timothy P. O’Grady |
|
|
|
Title:
|
Vice President |
|
|
|
|
|
|
|
WBS Washington, LLC
|
|||
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
|
Name:
|
Timothy P. O’Grady |
|
|
|
Title:
|
Vice President |
|
|
|
|
|
|
|
WBS Oregon, LLC
|
|||
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
|
Name:
|
Timothy P. O’Grady |
|
|
|
Title:
|
Vice President |
|
|
|
|
|
|
|
WBS of America, LLC
|
|||
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
|
Name:
|
Timothy P. O’Grady |
|
|
|
Title:
|
Vice President |
|
|
|
|
|
|
|
WBS of Sacramento, LLC
|
|||
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
|
Name:
|
Timothy P. O’Grady |
|
|
|
Title:
|
Vice President |
|
|
|
|
|
|
|
WBS of Ft. Pierce, LLC
|
|||
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
|
Name:
|
Timothy P. O’Grady |
|
|
|
Title:
|
Vice President |
|
|
|
|
|
|
|
WBS of Melbourne, LLC
|
|||
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
|
Name:
|
Timothy P. O’Grady |
|
|
|
Title:
|
Vice President |
|
|
|
|
|
|
|
WBS of West Palm, LLC
|
|||
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
|
Name:
|
Timothy P. O’Grady |
|
|
|
Title:
|
Vice President |
|
|
SCC X, LLC
|
|||
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
|
Name:
|
Timothy P. O’Grady |
|
|
|
Title:
|
Vice President |
|
NSAC, LLC
|
PCTV Gold II, LLC
|
WBC NY, LLC
|
People's Choice TV of Albuquerque, LLC
|
ATL MDS, LLC
|
People's Choice TV of Houston, LLC
|
LA MDS, LLC
|
PCTV of Milwaukee, LLC
|
NY MDS, LLC
|
PCTV of Salt Lake City, LLC
|
SF MDS, LLC
|
People's Choice TV of St. Louis, LLC
|
Via/Net, LLC
|
People's Choice TV of Tucson, LLC
|
Wavepath Sub, LLC
|
Preferred Entertainment, LLC
|
Sprint (Bay Area), LLC
|
SpeedChoice of Detroit, LLC
|
Transworld Telecom II, LLC
|
SpeedChoice of Phoenix, LLC
|
WHI Sub, LLC
|
Wireless Cable of Indianapolis, LLC
|
Bay Area Cablevision, LLC
|
G&S TV LLC
|
TWTV Spokane, LLC
|
WCOF, LLC
|
TTI Acquisition, LLC
|
TDI Acquisition Sub, LLC
|
WHI SD LLC
|
WBS California, LLC
|
ATI Sub, LLC
|
WBS Idaho, LLC
|
American Telecasting Development, LLC
|
WBS Montana, LLC
|
American Telecasting of Anchorage, LLC
|
Wireless Broadband Services of America, LLC
|
American Telecasting of Bend, LLC
|
Sprint Wireless Broadband Company LLC
|
American Telecasting of Bismarck, LLC
|
Wireless Broadcasting Systems of Knoxville, LLC
|
American Telecasting of Cincinnati, LLC
|
WBS Washington, LLC
|
American Telecasting of Colorado Springs, LLC
|
WBS Oregon, LLC
|
American Telecasting of Columbus, LLC
|
WBS of America, LLC
|
American Telecasting of Denver, LLC
|
WBS of Sacramento, LLC
|
American Telecasting of Fort Collins, LLC
|
WBS of Ft. Pierce, LLC
|
American Telecasting of Fort Myers, LLC
|
WBS of Melbourne, LLC
|
American Telecasting of Green Bay, LLC
|
WBS of West Palm, LLC
|
American Telecasting of Jackson, LLC
|
SCC X, LLC
|
American Telecasting of Lansing, LLC
|
|
American Telecasting of Lincoln, LLC
|
|
American Telecasting of Little Rock, LLC
|
|
American Telecasting of Louisville, LLC
|
|
American Telecasting of Medford, LLC
|
|
American Telecasting of Michiana, LLC
|
|
American Telecasting of Monterey, LLC
|
|
American Telecasting of Oklahoma, LLC
|
|
American Telecasting of Portland, LLC
|
|
American Telecasting of Redding, LLC
|
|
American Telecasting of Salem/Eugene, LLC
|
|
American Telecasting of Santa Barbara, LLC
|
|
ATI of Santa Rosa, LLC
|
|
American Telecasting of Seattle, LLC
|
|
American Telecasting of Sheridan, LLC
|
|
American Telecasting of Toledo, LLC
|
|
American Telecasting of Youngstown, LLC
|
|
American Telecasting of Yuba City, LLC
|
|
PCTV Sub, LLC
|
|
Alda Gold II, LLC
|
|
Alda Tucson, LLC
|
|
Alda Wireless Holdings, LLC
|
|
/s/ Phillipp Tamussino
|
||
|
|
Philipp Tamussino
|
|
|
|
Authorized Person
|
|
|
|
|
|
/s/ THOMAS A GERKE
|
|
THOMAS A. GERKE, Authorized Person
|
Page 2
|
Page 3
|
Page 4
|
Page 5
|
Page 6
|
Page 7
|
Page 8
|
Page 9
|
Page 10
|
Page 11
|
Page 12
|
Page 13
|
Page 14
|
Page 15
|
Page 16
|
Page 17
|
Page 18
|
Page 19
|
Page 20
|
If to the Company, to
|
Mr. Richard J. Roth
|
|
Chief Financial Officer
|
|
APC Realty & Equipment Company, LLC
|
|
6905 Rockledge Drive, Suite 100
|
|
Bethesda, Maryland 20817
|
|
|
If to American PCS, to
|
Mr. Richard J. Roth
|
|
Chief Financial Officer
|
|
American PCS Communications, LLC
|
|
6905 Rockledge Drive, Suite 100
|
|
Bethesda, Maryland 20817
|
|
|
If to Holdings, to
|
Mr. Richard J. Roth
|
|
Chief Financial Officer
|
|
American Communications Holdings, Inc.
|
|
6905 Rockledge Drive, Suite 100
|
|
Bethesda, Maryland 20817
|
Page 21
|
|
AMERICAN PCS COMMUNICATIONS, LLC
|
|
|
|
By: /s/ Richard J. Roth
|
|
Name: Richard J. Roth
|
|
AMERICAN PERSONAL COMMUNICATIONS HOLDINGS, INC.
|
|
|
|
By: /s/ Richard J. Roth
|
|
Name: Richard J. Roth
|
Members Names
and Addresses
|
Capital
Contribution
|
Agreed
Value
|
Initial
Percentage Interest
|
|||||||||
|
||||||||||||
American PCS Communications, LLC
|
∗
|
$
|
170,000,000
|
99.705
|
%
|
|||||||
6905 Rockledge Drive, Suite 100
|
||||||||||||
Bethesda, Maryland 20817
|
||||||||||||
American Personal Communications Holdings, Inc.
|
$
|
502,985
|
$
|
502,985
|
0.295
|
%
|
||||||
6905 Rockledge Drive, Suite 100
|
||||||||||||
Bethesda, Maryland 20817
|
||||||||||||
$
|
170,502,985
|
100
|
%
|
∗
|
The “Contributed Realty and Equipment Property,” as described in the Assignment and Assumption Agreement among American PCS, L.P., American PCS Communications, LLC, and APC Realty and Equipment
Company LLC, of even date herewith.
|
By:
|
/s/ Scott W. Andreasen
|
|
Authorized Person (s)
|
Name:
|
Scott W. Andreasen
|
Virgin Mobile USA, L.P.
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President and Secretary
|
|
NAME
|
ADDRESS
|
|
|
|
|
|
|
VMU GP, LLC
|
6200 Sprint Parkway
|
|
|
|
Overland Park, KS 66251
|
|
/s/ Stefan K. Schnopp
|
|
|
Stefan K. Schnopp, Vice President of
its General Partner, VMU GP, LLC
|
Article I. DEFINITIONS
|
1
|
|
|
SECTION 1.01 Definitions
|
1 |
|
|
|
Article II. FORMATION, TERM, PURPOSE AND POWERS
|
7 | |
|
SECTION 2.01 Conversion and Formation
|
7
|
|
SECTION 2.02 Name
|
8
|
|
SECTION 2.03 Term
|
8 |
|
SECTION 2.04 Offices
|
8
|
|
SECTION 2.05 Agent for Service of Process
|
8
|
|
SECTION 2.06 Business Purpose
|
8
|
|
SECTION 2.07 Powers of the Partnership
|
9
|
|
SECTION 2.08 Partners; Admission of New Partners
|
9
|
|
SECTION 2.09 Withdrawal
|
9
|
|
|
|
Article III. MANAGEMENT
|
9
|
|
|
SECTION 3.01 General Partner
|
9
|
|
SECTION 3.02 Compensation
|
10
|
|
SECTION 3.03 Expenses
|
10
|
|
SECTION 3.04 Officers
|
10
|
|
SECTION 3.05 Authority of Partners
|
10 |
|
SECTION 3.06 Action by Written Consent
|
11
|
|
|
|
Article IV. DISTRIBUTIONS AND LOANS
|
11
|
|
|
SECTION 4.01 Distributions and Loans
|
11
|
|
SECTION 4.02 Liquidation Distributions
|
12
|
|
SECTION 4.03 Limitations on Distributions
|
12
|
|
|
|
Article V. CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX MATTERS
|
12
|
|
|
SECTION 5.01 Initial Capital Contributions
|
12
|
|
SECTION 5.02 No Additional Capital Contributions; Additional Funds
|
12
|
|
SECTION 5.03 Capital Accounts
|
13 |
|
SECTION 5.04 Allocations of Profits and Losses
|
14 |
|
SECTION 5.05 Special Allocations
|
14
|
|
SECTION 5.06 Curative Allocations
|
15
|
|
SECTION 5.07 Other Allocation Rules.
|
15
|
|
SECTION 5.08 Tax Allocations: Code Section 704(c)
|
16 |
|
SECTION 5.09 Tax Withholding.
|
16
|
|
SECTION 5.10 Successors in Interest
|
17
|
|
SECTION 5.11 Tax Matters
|
17 |
|
SECTION 5.12 Tax Classification
|
18 |
|
SECTION 5.13 Tax Elections
|
19
|
|
SECTION 5.14 Continuation of VMU LLC
|
19
|
Article VI. BOOKS AND RECORDS; REPORTS
|
19
|
|
|
SECTION 6.01 Books and Records
|
19
|
|
|
|
Article VII. PARTNERSHIP UNITS
|
19
|
|
|
SECTION 7.01 Units
|
19
|
|
SECTION 7.02 Register
|
20
|
|
SECTION 7.03 Splits, Distributions and Reclassifications
|
20
|
|
SECTION 7.04 Cancellation of Securities and Units
|
20
|
|
SECTION 7.05 Incentive Plans
|
20
|
|
SECTION 7.06 Issuances of Securities.
|
21
|
|
SECTION 7.07 Registered Partners
|
22
|
|
SECTION 7.08 Exchange of Units.
|
22
|
|
|
|
Article VIII. TRANSFER RESTRICTIONS
|
24 | |
SECTION 8.01 Limited Partner Transfers
|
24
|
|
SECTION 8.02 Permitted Transferees
|
24
|
|
SECTION 8.03 Further Restrictions
|
25
|
|
SECTION 8.04 Rights of Assignees
|
25
|
|
SECTION 8.05 Admissions, Withdrawals and Removals
|
26
|
|
SECTION 8.06 Admission of Assignees as Substitute Limited Partners
|
26 | |
SECTION 8.07 Withdrawal of Certain Partners
|
26
|
|
|
||
Article IX. DISSOLUTION, LIQUIDATION AND TERMINATION
|
27
|
|
|
SECTION 9.01 No Dissolution
|
27 |
|
SECTION 9.02 Events Causing Dissolution
|
27
|
|
SECTION 9.03 Distribution upon Dissolution
|
27
|
|
SECTION 9.04 Time for Liquidation
|
28
|
|
SECTION 9.05 Termination
|
28
|
|
SECTION 9.06 Claims of the Partners
|
28
|
|
SECTION 9.07 Survival of Certain Provisions
|
28
|
|
|
|
Article X. LIABILITY AND INDEMNIFICATION
|
28 | |
|
SECTION 10.01 Liability of Partners.
|
28
|
|
SECTION 10.02 Indemnification.
|
29 |
|
|
|
Article XI. MISCELLANEOUS
|
31
|
|
|
SECTION 11.01 Severability
|
31
|
|
SECTION 11.02 Notices
|
31
|
|
SECTION 11.03 Cumulative Remedies
|
33
|
|
SECTION 11.04 Binding Effect
|
33
|
|
SECTION 11.05 Interpretation
|
33
|
|
SECTION 11.06 Counterparts
|
33
|
|
SECTION 11.07 Further Assurances
|
33
|
|
SECTION 11.08 Entire Agreement
|
33
|
|
SECTION 11.09 Governing Law
|
33
|
|
SECTION 11.10 Submission to Jurisdiction; Waiver of Jury Trial.
|
33
|
|
SECTION 11.11 Expenses
|
34
|
|
SECTION 11.12 Amendments and Waivers
|
35
|
|
SECTION 11.13 No Third Party Beneficiaries
|
36
|
|
SECTION 11.14 Headings
|
36 |
|
SECTION 11.15 Construction
|
36 |
|
SECTION 11.16 Power of Attorney
|
36
|
|
SECTION 11.17 Partnership Status
|
36
|
Attention:
|
Alan M. Klein
|
Joseph H. Kaufman
|
|
Telecopy:
|
(212) 455-2502
|
General Partner:
|
VMU GP I, LLC
|
By:
|
/s/ Peter Lurie
|
Name:
|
Peter Lurie
|
Title:
|
General Counsel
|
Limited Partners:
|
VIRGIN MOBILE USA, INC.
|
By:
|
/s/ Peter Lurie
|
Name:
|
Peter Lurie
|
Title:
|
General Counsel
|
SPRINT VENTURES, INC.
|
|
By:
|
/s/ Douglas B Lynn
|
Name:
|
Douglas B Lynn
|
Title:
|
Vice President
|
BLUEBOTTLE USA HOLDINGS L.P.
|
|
By:
|
Bluebottle USA Investments L.P., its General Partner
|
By:
|
VMU GP, LLC, its General Partner
|
By:
|
/s/ John Feehan
|
Name:
|
John Feehan
|
Title:
|
Chief Financial Officer
|
Partner
|
Initial Number of
Common Units
|
Initial Percentage
Interest
|
||||||
VMU GP I, LLC
|
427
|
0.0007
|
%
|
|||||
Limited Partner(s)
|
||||||||
Bluebottle USA Holdings L.P.
|
40,192,026
|
61.6483
|
%
|
|||||
Sprint Ventures, Inc.
|
12,058,626
|
18.496
|
%
|
|||||
Virgin Mobile USA, Inc.
|
12,944,644
|
19.8551
|
%
|
/s/ Charles R. Wunsch
|
||
Charles R. Wunsch
|
||
Authorized Person
|
COMPANY:
|
MEMBER:
|
||
ATI Sub, LLC
|
American Telecasting, Inc.
|
||
By: American Telecasting, Inc.
|
|||
Title: Manager and Sole Member
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name: Timothy P. O’Grady
|
||
Title: Vice President
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
1. |
Member: The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer
Entities) for each of the Transfer Entities.
|
2. |
Manager. The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer
Entities) for each of the Transfer Entities,
|
3. |
Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the Transfer Entities are
hereby amended to provide for the LLC as the sole Member and Manager for each of the Transfer Entities.
|
4. |
Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a capital
contribution of Contributor to LLC.
|
5. |
Miscellaneous:
|
|
a. |
Assignment: This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
|
|
b. |
Governing Law: This Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware.
|
|
c. |
Further Assurances: Each of the parties will, and will cause their respective affiliates to, execute and deliver such further certificates, agreements and other documents and to take such other actions as the other parries may
reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters. To the extent any Contributed Interests are not transferred on the date hereof, the Contributor will
transfer any such interests to LLC as soon as reasonably practicable after such interests become transferable.
|
Sprint HoldCo, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
SX Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
NSAC, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WBC NY, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
ATL MDS, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
LA MDS, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
NY MDS, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
SF MDS, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Via/Net, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Wavepath Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Sprint (Bay Area), LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Transworld Telecom II, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WHI Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Bay Area Cablevision, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
TWTV Spokane, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
TTI Acquisition, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WHI SD LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
ATI Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting Development, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Anchorage, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Bend, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Bismarck, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Cincinnati, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Colorado Springs, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Columbus, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Denver, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Ft. Collins, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Fort Myers, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Green Bay, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Jackson, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Lansing, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Lincoln, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Little Rock, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Louisville, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Medford, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Michiana, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Monterey, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Oklahoma, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Portland, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Redding, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Salem/Eugene, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Santa Barbara, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
ATI of Santa Rosa, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Seattle, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Sheridan, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Toledo, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Youngstown, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Yuba City, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
PCTV Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Alda Gold II, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
Alda Tucson, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
PCTV Gold II, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
People’s Choice TV of Albuquerque, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
People’s Choice TV of Houston, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
PCTV of Milwaukee, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
PCTV of Salt Lake City, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
People’s Choice TV of St. Louis, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
Preferred Entertainment, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
SpeedChoice of Detroit, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
SpeedChoice of Phoenix, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Wireless Cable of Indianapolis, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
G&S TV LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WCOF, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
TDI Acquisition Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WBS California, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WBS Idaho, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WBS Montana, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Wireless Broadband Services of America, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Sprint Wireless Broadband Company LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Wireless Broadcasting Systems of Knoxville, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
WBS Washington, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WBS Oregon, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WBS of America, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WBS of Sacramento, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WBS of Ft. Pierce, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WBS of Melbourne, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WBS of West Palm, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
NSAC, LLC
WBC NY, LLC
ATL MDS, LLC
LA MDS, LLC
NY MDS, LLC
SF MDS, LLC
Via/Net, LLC
Wavepath Sub, LLC
Sprint (Bay Area), LLC
Transworld Telecom II, LLC
WHI Sub, LLC
Bay Area Cablevision, LLC
TWTV Spokane, LLC
TTI Acquisition, LLC
WHI SD LLC
ATI Sub, LLC
American Telecasting Development, LLC
American Telecasting of Anchorage, LLC
American Telecasting of Bend, LLC
American Telecasting of Bismarck, LLC
American Telecasting of Cincinnati, LLC
American Telecasting of Colorado Springs, LLC
American Telecasting of Columbus, LLC
American Telecasting of Denver, LLC
American Telecasting of Fort Collins, LLC
American Telecasting of Fort Myers, LLC
American Telecasting of Green Bay, LLC
American Telecasting of Jackson, LLC
American Telecasting of Lansing, LLC
American Telecasting of Lincoln, LLC
American Telecasting of Little Rock, LLC
American Telecasting of Louisville, LLC
American Telecasting of Medford, LLC
American Telecasting of Michiana, LLC
American Telecasting of Monterey, LLC
American Telecasting of Oklahoma, LLC
American Telecasting of Portland, LLC
American Telecasting of Redding, LLC
American Telecasting of Solent/Eugene, LLC
American Telecasting of Santa Barbara, LLC
ATI of Santa Rosa, LLC
American Telecasting of Seattle, LLC
American Telecasting of Sheridan, LLC
American Telecasting of Toledo, LLC
American Telecasting of Youngstown, LLC
American Telecasting of Yuba City, LLC
PCTV Sub, LLC
Alda Gold II, LLC
Alda Tucson, LLC
|
Alda Wireless Holdings, LLC
PCTV Gold II, LLC
People’s Choice TV of Albuquerque, LLC
People’s Choice TV of Houston, LLC
PCTV of Milwaukee, LLC
PCTV of Salt Lake City, LLC
People’s Choice TV of St. Louis, LLC
People’s Choice TV of Tucson, LLC
Preferred Entertainment, LLC
SpeedChoice of Detroit, LLC
SpeedChoice of Phoenix, LLC
Wireless Cable of Indianapolis, LLC
G&S TV LLC
WCOF, LLC
TDI Acquisition Sub, LLC
WBS California, LLC
WBS Idaho, LLC
WBS Montana, LLC
Wireless Broadband Services of America, LLC
Sprint Wireless Broadband Company LLC
Wireless Broadcasting Systems of Knoxville, LLC
WBS Washington, LLC
WBS Oregon, LLC
WBS of America, LLC
WBS of Sacramento, LLC
WBS of Ft. Pierce, LLC
WBS of Melbourne, LLC
WBS of West Palm, LLC
SCC X, LLC
|
By:
|
/s/ Stefan Schnopp
|
||
Authorized Person
|
Name:
|
Stefan Schnopp, Vice President
|
||
Print or Type
|
SPRINT COMMUNICATIONS, INC.
|
||
By:
|
/s/ Stefan K. Schnopp
|
|
Stefan K. Schnopp
|
||
Vice President
|
|
/s/ Timothy P. O’Grady |
|
|
Timothy P. O’Grady
|
|
|
Authorized Person
|
COMPANY:
|
MEMBER:
|
Broadcast Cable, LLC
|
WIRELESS CABLE OF INDIANAPOLIS, LLC
|
By: Wireless Cable of Indianapolis, LLC
|
By: /s/ Timothy P. O’Grady
|
Title: Manager and Sole Member
|
Name: Timothy P. O’Grady
|
Title: Vice President
|
|
|
|
By: /s/ Timothy P. O’Grady
|
|
Name: Timothy P. O’Grady
|
|
Title: Vice President
|
|
MEMBER:
|
|
|
|
WIRELESS CABLE OF INDIANAPOLIS, LLC
|
|
By Clearwire Xohm LLC, its Manager
|
|
|
By
|
/s/ Broady Hodder
|
||
Its
|
SVP & General Counsel
|
1. Name of Limited-
Liability Company: (must
contain approved
limited-liability company
wording; see instructions)
|
Clear Wireless LLC
|
Check box if a
Series Limited-
Liability Company
☐
|
|||
2. Registered Agent for Service
of Process: (check only one box)
|
☒ |
Commercial Registered Agent:
|
CSC Services of Nevada
|
||
Name
|
|||||
☐ |
Noncommercial Registered Agent
(name and address below)
|
OR ☐
|
Office or Position with Entity
(name and address below)
|
||
Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity
|
|||||
502 East John Street
|
Carson City
|
Nevada
|
89756
|
||
Street Address
|
City
|
Zip Code
|
|||
Nevada
|
|||||
Mailing Address (if different from street address)
|
City
|
Zip Code
|
|||
3. Dissolution Date: (optional)
|
Latest date upon which the company is to dissolve (if existence is not perpetual):
|
4. Management: (required)
|
Company shall be managed by:
|
☒ |
Manager(s)
|
OR
|
☐ |
Member(s)
|
In the matter of
|
Clear Wireless LLC
|
||||
Name of Business Entity
|
|||||
I,
|
CSC Services of Nevada, Inc.
|
||||
Name of Registered Agent
|
|||||
am a: (complete only one)
|
|||||
a)
|
☒ |
commercial registered agent listed with the Nevada Secretary of State,
|
|||
b)
|
☐ |
noncommercial registered agent with the following address for service of process:
|
|||
502 East John Street
|
Carson City
|
Nevada
|
89706
|
||
Street Address
|
City
|
Zip Code
|
|||
Nevada
|
|||||
Mailing Address (if different from street address)
|
City
|
Zip Code
|
|||
and hereby state on
|
I accepted the appointment as registered agent for the above named business entity.
|
||||
Date
|
|||||
|
|||||
Signature:
|
||
X
|
||
Authorized Signature of R.A. or On Behalf of R.A. Company
|
|
Date |
Exhibit 3.58
LIMITED LIABILITY COMPANY AGREEMENT
OF
CLEAR WIRELESS LLC
(a Nevada Limited Liability Company)
Effective
as of
December 5, 2008
TABLE OF CONTENTS
LIMITED LIABILITY COMPANY AGREEMENT
of
CLEAR WIRELESS LLC
(a Nevada Limited Liability Company)
THIS LIMITED LIABILITY COMPANY AGREEMENT, dated December 5, 2008, is made by and between Clear Wireless LLC (the “Company”) and Clearwire Communications LLC, a Nevada limited liability company, as the sole member of the Company (the “Member”).
1. Articles of Organization. Articles of Organization were filed on December 5, 2008.
2. Name. The name of the Company is “Clear Wireless LLC.”
3. Purpose. The principal purpose and business of the Company is to engage in all lawful activity permitted to be conducted by a limited liability company under Chapter 86 of the Nevada Revised Statutes (the “Act”), and to exercise all other powers necessary or reasonably connected or incidental to such purpose and business that may be legally exercised by the Company.
4. Term. The term of the Company shall continue until the Company is dissolved in accordance with Section 11.
5. Principal Place of Business. The principal place of business of the Company shall be c/o Clearwire Communications LLC, 4400 Carillon Point, Kirkland, Washington 98033. The Member may relocate the principal place of business or establish additional offices from time to time.
6. Registered Office and Resident Agent. The Company’s initial resident agent and the address of its initial registered office are as follows:
Name | Address |
CSC Services of Nevada, Inc. |
502 East John Street
Carson City, Nevada 89706 |
The Member may change the registered office and resident agent from time to time by filing a certificate of change of resident agent as required by NRS 86.235.
7. Member. The name and address of the Member are as follows:
Name | Address |
Clearwire Communications LLC |
4400 Carillon Point
Kirkland, WA 98033 |
8. Management. The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the Act. In connection with the foregoing, the Member is hereby authorized and empowered to act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and to delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise on such terms and conditions as the Member may determine) in other entities, including as a partner of a partnership, a member of a limited liability company and a stockholder of a corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.
9. Financial Matters.
9.1 Capital Contributions. The Member will make the capital contribution to the Company set forth on Exhibit A, and is not required to make any additional capital contribution.
9.2 Distributions. The Manager may, in its discretion, cause the Company to make distributions to the Member from time to time as permitted by the Act.
9.3 Federal Income Tax Reporting. At all times when there is only one Member, all items of income, gain, loss, deduction and credit of the Company shall be reported on the Member’s federal income tax return.
10. Accounting and Records. The Company shall maintain records and accounts of all of its operations and expenditures. At a minimum the Company shall maintain the following records at an office in the state of Nevada:
(a) a current list of the full name and last known business address of each Member and manager, separately identifying the Members in alphabetical order and the managers, if any, in alphabetical order;
(b) a copy of the filed articles of organization and all amendments thereto, together with signed copies of any powers of attorney pursuant to which any record has been signed; and
(c) copies of any then effective operating agreement of the company.
11. Dissolution and Liquidation.
11.1 Events of Dissolution. The Company shall dissolve upon the earlier of:
(a) the written statement of the Member; or
(b) the sale, transfer or other disposition of all or substantially all of the Company’s assets unless otherwise determined by the Member in writing; or
(c) if the charter of the Company is revoked and the Company’s right to transact business is forfeited pursuant to NRS 86.274, unless the Company is reinstated pursuant to NRS 86.276; or
(d) upon entry of a decree of judicial dissolution pursuant to NRS 86.495.
11.2 Liquidation Upon Dissolution and Winding Up. Upon the dissolution of the Company, the Member shall wind up the affairs of the Company. A full account of the assets and liabilities of the Company shall be taken. The assets shall be promptly liquidated and the proceeds thereof applied as required by the Act. Upon discharging all debts and liabilities, all remaining assets shall be distributed to the Member or the Member’s representative.
11.3 Member Dissociation and Successors. Except as otherwise provided in this Agreement, the death, retirement, resignation, expulsion, bankruptcy, dissolution or dissociation of a member or any other event affecting a member, including, without limitation, a sole member, does not terminate the status of the person as a member or cause the limited-liability company to be dissolved or its affairs to be wound up. Upon the occurrence of such an event, the business of the Company shall be continued by such member’s successor, and such successor may admit additional members and amend this Agreement.
12. Limitation of Liability. To the fullest extent permitted by the Act or any other applicable law currently or hereafter in effect, no Member, manager or officer of the Company will be personally liable to the Company or its Member for or with respect to any acts or omissions in the performance of his or her duties as a Member, manager or officer of the Company. Any repeal or modification of the Act or this Section 12 will not adversely affect any right or protection of the Member, manager or officer with respect to any act or omission occurring in whole or in part prior to such repeal or modification.
13. Indemnification.
13.1 Right to Indemnification. Each individual who was or is a party or is threatened to be made a party to or is otherwise involved in, any action, suit or proceeding, whether pending or threatened, whether civil, criminal, administrative or investigative and whether brought by or in the right of the Company or otherwise (a “Proceeding”), by reason of the fact that such individual is or was a Member, manager or officer of the Company, or is or was a manager or officer of the Company and is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, (an “Indemnitee”) shall be indemnified and held harmless by the Company to the fullest extent permitted by the Act, as same exists or may hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment) against all expenses, liability and loss (including, without limitation, attorneys’ fees and expenses, judgments, fines, excide taxes or penalties pursuant to the Employee Retirement Income Security Act of 1974, as
amended, and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith.
The right to indemnification shall extend to the heirs, executors, administrators and estate of any such Member, manager or officer. The right to indemnification provided in this Section 13.1: (a) will not be exclusive of any other rights to which any individual seeking indemnification may otherwise be entitled, including without limitation, pursuant to any contract approved by the Member; and (b) will be applicable to matters otherwise within its scope whether or not such matters arose or arise before or after the adoption of this Section 13.1. Without limiting the generality of the foregoing, the Company may adopt resolutions, or enter into one or more agreements with any individual, that provide for indemnification greater or otherwise different than provided in this Section 13.1 or the Act and any such agreement approved by the Member will be a valid and binding obligation of the Company. Notwithstanding anything to the contrary in this Section 13.1, in the event that the Company enters into a contract with any individual providing for indemnification of such individual, the provisions of that contract will exclusively govern the Company’s obligations in respect of indemnification for or advancement of fees or disbursements of that individual’s attorney(s) and any other professional engaged by that individual. Any amendment or repeal of, or adoption of any provision inconsistent with this Section 13.1 will not adversely affect any right or protection existing hereunder, or arising out of events occurring or circumstances existing, in whole or in part, prior to such amendment, repeal or adoption, and no such amendment, repeal or adoption will affect the legality, validity or enforceability of any contract entered into or right granted prior to the effective date of such amendment, repeal or adoption.
Pursuant to NRS 86.431, any indemnification under NRS 86.411 or 86.421, unless ordered by a court or advanced pursuant to NRS 86.441, may be made by the Company only as authorized in the specific case by the Member that indemnification is proper in the circumstances.
13.2 Right to Advancement of Expenses. The right to indemnification conferred in Section 13.1 shall include the right to be paid by the Company the expenses (including, without limitation, attorneys’ fees and expenses) reasonably incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the Act so requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a Member, manager or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 13.2 or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Sections 13.1 and 13.2 shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a Member, manager or officer and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and estate.
13.3 Right of Indemnitee to Bring Suit. If a claim under Sections 13.1 and 13.2 is not paid in full by the Company within 60 calendar days after a written claim has been
received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (b) any suit brought by the Company it shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Act. Neither the failure of the Company (including the Member or independent legal counsel) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Act, nor an actual determination by the Company (including the Member or independent legal counsel) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Section 13 or otherwise shall be on the Company.
13.4 Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Section 13 shall not be exclusive of any other right which any individual may have or hereafter acquire under any statute, this Agreement, any other agreement, any resolutions of the Member, or otherwise.
13.5 Insurance. The Company may maintain insurance, at its expense, to protect itself and any Member, manager, trustee, officer, employee or agent of the Company or another corporation, partnership, joint venture, trust or other enterprise against any expenses, liability or loss, whether or not the Company would have the power to indemnify such individual against such expense, liability or loss under the Act.
13.6 Indemnification of Employees and Agents of the Company. The Company may, to the extent authorized from time to time by the Member, grant rights to indemnification and to the Advancement of Expenses to any employee or agent of the Company to the fullest extent of the provisions of this Section 13 with respect to the indemnification and Advancement of Expenses of the Member, manager or officers of the Company.
14. Miscellaneous.
14.1 Assignment. The Member may assign in whole or in part its membership in the Company.
14.2 Governing Law. This Agreement shall be construed and enforced in accordance with the internal laws of the State of Nevada, including without limitation, the Act.
14.3 Amendments. Except as provided in Section 11.3, this Agreement may not be amended except by the written agreement of the Member.
14.4 Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.
14.5 Headings. The headings in this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement.
14.6 Waivers. The failure of any person to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.
14.7 Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.
14.8 Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.
Executed as of the date first above written by the undersigned.
EXHIBIT A
CLEAR WIRELESS LLC
CAPITAL CONTRIBUTION
Cash in the amount of ______________________ Dollars ($_____________).
Exhibit 3.59
STATE OF DELAWARE
CERTIFICATE OF FORMATION
OF
CLEARWIRE VENTURE LLC
The undersigned, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, hereby adopts the following Certificate of Formation.
1. The name of the limited liability company is: Clearwire Venture LLC.
2. The name of the registered agent of the limited liability company is: Corporation Service Company.
3. The address of its registered office in the State of Delaware is:
2711 Centerville Road, Suite 400 | |
Wilmington, DE 19808 |
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Clearwire Venture LLC this 14th day of May, 2008.
/s/ Lonna Beebe | |
Lonna Beebe, Authorized Person |
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF FORMATION
OF
CLEARWIRE VENTURE LLC
The undersigned, for the purposes of amending its Certificate of Formation under the Delaware Limited Liability Company Act, hereby adopts the following Certificate of Amendment:
|
1. | The name of the limited liability company is Clearwire Venture LLC. |
|
2. | Item number 1 of the Certificate of Formation of this limited liability company is hereby amended as follows: |
The name of the limited liability company is: Clearwire Communications LLC.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Certificate of Formation this 19th day of August, 2008.
CLEARWIRE VENTURE LLC | ||
By New Clearwire Corporation, Its Managing | ||
Member | ||
By: | /s/ Broady Hodder | |
Name: Broady Hodder | ||
Title: VP, Secretary & General Counsel |
State of Delaware
Certificate of Merger of a Foreign Limited Liability Company
into a Domestic Limited Liability Company
Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act.
First: The name of the surviving Limited Liability Company is Clearwire Communications LLC, a Delaware Limited Liability Company.
Second: The name of the Limited Liability Company being merged into this surviving Limited Liability Company is Clear Management Services LLC.
The jurisdiction in which this Limited Liability Company was formed is Nevada.
Third: The Agreement of Merger has been approved and executed by both Limited Liability Companies.
Fourth: The name of the surviving Limited Liability Company is Clearwire Communications LLC.
Fifth: The executed agreement of merger is on file at 6200 Sprint Parkway, Overland Park, KS 66251 the principal place of business of the surviving Limited Liability Company.
Sixth: A copy of the agreement of merger will be furnished by the surviving Limited Liability Company on request, without cost, to any member of the Limited Liability Company or any person holding an interest in any other business entity which is to merge or consolidate.
IN WITNESS WHEREOF, said Limited Liability Company has caused this certificate to be signed by an authorized person, this 28th day of November, A.D. 2017.
By: | /s/ Stefan K. Schnopp | |
Authorized Person |
Name: | Stefan K. Schnopp, Vice President | |
Print or Type |
Exhibit 3.60
SECOND AMENDED AND RESTATED
OPERATING AGREEMENT
OF
CLEARWIRE COMMUNICATIONS LLC
Dated as of July 9, 2013
THE LIMITED LIABILITY COMPANY UNITS OF CLEARWIRE COMMUNICATIONS LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING ISSUED IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THOSE LAWS. THE UNITS MAY BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS AMENDED AND RESTATED OPERATING AGREEMENT. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH THOSE LAWS AND THIS AMENDED AND RESTATED OPERATING AGREEMENT. THEREFORE, PURCHASERS OF THE UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
TABLE OF CONTENTS
ARTICLE I DEFINITIONS | 1 | ||
ARTICLE II FORMATION, TERM, PURPOSE AND POWERS | 1 | ||
2.1 | Formation | 1 | |
2.2 | Name | 1 | |
2.3 | Term | 1 | |
2.4 | Offices | 1 | |
2.5 | Agent for Service of Process | 2 | |
2.6 | Business Purpose | 2 | |
2.7 | Activities of the Company | 2 | |
2.8 | Powers of the LLC | 2 | |
2.9 | Members: Admission of New Members | 2 | |
2.10 | Withdrawal | 3 | |
ARTICLE III MANAGEMENT | 3 | ||
3.1 | Managing Member | 3 | |
3.2 | Compensation | 4 | |
3.3 | Expenses; Reimbursement | 4 | |
3.4 | Officers | 4 | |
3.5 | Authority of Members | 4 | |
3.6 | Action by Written Consent | 4 | |
ARTICLE IV DISTRIBUTIONS AND LOANS | 5 | ||
4.1 | Distributions | 5 | |
4.2 | Liquidation Distributions | 5 | |
4.3 | Limitations on Distributions | 5 | |
ARTICLE V CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX MATTERS | 5 | ||
5.1 | Initial Capital Contributions | 5 | |
5.2 | No Additional Capitol Contributions; Additional Funds | 5 | |
5.3 | Capital Accounts | 6 | |
5.4 | Allocations of Profits and Losses | 7 | |
5.5 | Special Allocations | 7 | |
5.6 | Curative Allocations | 8 | |
5.7 | Other Allocation Rules | 8 | |
5.8 | Code Section 704(c): Tax Allocations | 9 | |
5.9 | Tax Withholding | 11 | |
5.10 | Successors in Interest | 11 | |
5.11 | Other Tax Matters | 11 | |
5.12 | Tax Classification | 13 | |
5.13 | Tar Elections | 13 | |
ARTICLE VI BOOKS AND RECORDS; REPORTS | 13 | ||
ARTICLE VII COMPANY UNITS | 14 | ||
7.1 | Units | 14 | |
7.2 | Register | 14 | |
7.3 | Splits, Distributions and Reclassifications | 14 | |
7.4 | Cancellation or Redemption of Equity Securities and Units | 15 | |
7.5 | Incentive Plans | 15 | |
7.6 | Exercisable Rights | 17 | |
7.7 | Issuances of Equity Securities | 17 | |
7.8 | Registered Members | 18 | |
7.9 | Exchange of Units | 18 | |
ARTICLE VIII TRANSFER RESTRICTIONS | 21 | ||
8.1 | Member Transfers | 21 | |
8.2 | Permitted Transferees | 22 | |
8.3 | Further Restrictions | 22 | |
8.4 | Rights of Assignees | 23 | |
8.5 | Admissions, Withdrawals and Removals | 23 | |
8.6 | Void Transfers | 23 | |
8.7 | Withdrawal of Certain Members | 23 | |
8.8 | Holding Company Transfers | 24 | |
8.9 | Transfers, Assignments of Interest Subject to Required Governmental | ||
Notices and/or Consents | 24 | ||
ARTICLE IX DISSOLUTION, LIQUIDATION AND TERMINATION | 24 | ||
9.1 | No Dissolution | 24 | |
9.2 | Events Causing Dissolution | 24 | |
9.3 | Distribution on Dissolution Events | 25 | |
9.4 | Time for Liquidation | 25 | |
9.5 | Termination | 26 | |
9.6 | Claims of the Members | 26 | |
9.7 | Survival of Certain Provisions | 26 | |
ARTICLE X LIABILITY OF MEMBERS | 26 | ||
10.1 | Liability of Members | 26 | |
ARTICLE XI MISCELLANEOUS | 27 | ||
11.1 | Amendments and Waivers | 27 | |
11.2 | Legend | 28 | |
11.3 | Notices | 29 | |
11.4 | Further Assurances | 30 | |
11.5 | Entire Agreement | 30 | |
11.6 | Delays or Omissions | 30 | |
11.7 | Governing Law; Jurisdiction; Waiver of Jury Trial | 30 | |
11.8 | Severability | 31 | |
11.9 | Enforcement | 31 | |
11.10 | No Recourse | 31 | |
11.11 | No Third Party Beneficiaries | 31 |
11.12 | Counterparts; Facsimile Signatures | 31 | |
11.13 | Managing Member Authorization | 32 |
SECOND AMENDED AND RESTATED
OPERATING AGREEMENT
OF
CLEARWIRE COMMUNICATIONS LLC
This SECOND AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) of Clearwire Communications LLC, a Delaware limited liability company (the “LLC”), is made as of the 9th day of July, 2013 (the “Effective Date”), by and among Clearwire Corporation, a Delaware corporation (the “Company”), Sprint HoldCo, LLC, a Delaware limited liability company (“Sprint”) and SN UHC I, Inc., a Delaware corporation (“SN UHC”), and supersedes in its entirety the Operating Agreement of Clearwire Communications LLC (formerly known as Clearwire Venture LLC) dated as of the 14th day of May, 2008, as amended and restated as of the 28th of November, 2008.
ARTICLE I
DEFINITIONS
Capitalized terms used in this Agreement and not otherwise defined in this Agreement have the meanings set forth on Annex A.
ARTICLE II
FORMATION, TERM, PURPOSE AND POWERS
2.1
Formation. The LLC was formed as a limited liability company under the Act and the Laws of the State of Delaware on the Filing Date. If requested by the Managing Member, the Members will promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the Managing Member to accomplish all filing, recording, publishing and other acts that may be appropriate to comply with all requirements for the formation and operation of a limited liability company under the Laws of the State of Delaware.
2.2
Name. The name of the LLC wilt be, and the business of the LLC will be conducted under the name of, Clearwire Communications LLC or any other name that the Managing Member reasonably determines.
2.3
Term. The term of the LLC commenced on the Filing Date, and will continue until the LLC is dissolved under this Agreement, subject to the provisions set forth in Article IX and the Law. The existence of the LLC as a separate legal entity will continue until cancellation of the Certificate in the manner required by the Act.
2.4
Offices. The LLC may have offices at locations within or without the State of Delaware as the Managing Member from time to time may select.
2.5
Agent for Service of Process. The LLC’s registered agent for service of process in the State of Delaware is as set forth in the Certificate, as the Certificate may be amended by the Managing Member from time to time.
2.6
Business Purpose. The LLC was formed for the object and purpose of, and the nature of the business to be conducted by the LLC is,
(a)
developing, owning and operating a wireless broadband network utilizing 2.5 GHz Spectrum, and other spectrum that is used in an ancillary manner to such 2.5 GM Spectrum, primarily within the United States,
(b)
developing, owning and operating comparable networks using wireless broadband technology outside the United States as necessary to maintain the assets and operations of the LLC outside the United States in existence as of the date hereof,
(c)
marketing, promoting and selling all types and categories of wireless communications services and associated products (whether now existing or developed and implemented in the future), including services and products, that are
(i)
designed as products and services to be offered as the products and services of the wireless broadband network or
(ii)
bundled with or complementary to the products and services of the wireless broadband network,
(d)
conducting activities incidental to the activities described in clauses (a) through (c) above (collectively, the “Wireless Broadband Business”), and
(e)
any other business activities the Managing Member determines to be in the best interests of the LLC.
2.7
Activities of the Company. Except as otherwise expressly permitted under this Agreement, the Company will conduct all of its operational activities for its existing and future Wireless Broadband Business and hold all of its assets related to the Wireless Broadband Business, whether now owned or hereafter acquired (other than the proceeds of any distributions from the LLC permitted under this Agreement and any earnings thereon), through the LLC and the Subsidiaries of the LLC.
2.8
Powers of the LLC. Subject to the limitations set forth in this Agreement, the LLC will possess and may exercise all of the powers and privileges granted to it by the Act, by any other Law and this Agreement, together with all powers incidental thereto, to the extent those powers are necessary or convenient to conduct, promote or attain the purpose of the LLC set forth in Section 2.6.
2.9
Members: Admission of New Members. The Members of the LLC as of the date hereof are listed on Exhibit A. The rights and liabilities of the Members arc as provided in the Act, except as is otherwise expressly provided in this Agreement. A Person may be admitted from time to time as a new Member solely in accordance with Section 8.5. Each new
Member will execute an appropriate supplement to this Agreement by which the new Member agrees to be bound by the terms and conditions of this Agreement, as it may be amended from time to time.
2.10
Withdrawal. No Member may withdraw as a Member of the LLC other than following the Transfer or exchange (as part of an Exchange Transaction) of all Units owned by such Member in accordance with Article VIII, except that a new Managing Member or substitute Managing Member may be admitted to the LLC in accordance with Section 8.5.
ARTICLE III
MANAGEMENT
3.1
Managing Member.
(a)
The business, property and affairs of the LLC will be managed under the sole, absolute and exclusive direction of the Managing Member, which may from time to time delegate authority to officers or to others to act on behalf of the LLC.
(b)
Without limiting the foregoing provisions of this Section 3.1, the Managing Member will have the general power to manage or cause the management of the LLC, which may be delegated to officers of the LLC, including, without limitation, the following powers;
(i)
to develop and prepare a business plan each year setting forth the operating goals and plans for the LLC;
(ii)
to execute and deliver or to authorize the execution and delivery of contracts, deeds, leases, licenses, instruments of transfer and other documents on behalf of the LLC;
(iii)
to employ, retain, consult with and dismiss personnel;
(iv)
to establish and enforce limits of authority and internal controls with respect to all personnel and functions;
(v)
to engage attorneys, consultants, accountants, investment bankers and other professionals for the LLC;
(vi)
to develop or cause to be developed accounting procedures for the maintenance of the LLC’s books of account; and
(vii)
to do all such other acts as may be authorized in this Agreement or by the Members in writing from time to time.
(c)
The Managing Member will be organized under the Laws of the United States or any political subdivision thereof.
3.2
Compensation. In consideration for the services provided by the Company to the LLC in its capacity as Managing Member and the other benefits afforded to the LLC and its Members by the Company, the LLC will make payments to the Company (without duplication of any expenses of the LLC paid directly by the LLC or reimbursed to the Company pursuant to Section 3.3), at such times and in such amounts as are necessary or appropriate to enable the Company to timely pay all payables, fees and expenses incurred by the Company and any of its Subsidiaries (other than the LLC and its Subsidiaries). Payments made by the LLC to the Company under this Section 3.2 will be treated as guaranteed payments to a partner under Code Section 707(c).
3.3
Expenses; Reimbursement. The LLC will to the maximum extent possible pay directly all expenses incurred through its own acts or through acts of the Managing Member on behalf of the LLC in its capacity as the Managing Member. To the extent the Managing Member pays any such expenses as agent on behalf of the LLC, the LLC shall promptly reimburse the Managing Member upon invoicing of the same. The Managing Member is authorized to incur expenses jointly on behalf of the LLC and for its own account and to pay the LLC’s share of such expenses on the LLC’s behalf, and shall be entitled to reimbursement of the same as provided in this Section 3.3. Whenever such joint expenses are incurred, the Managing Member shall notify the vendor of the same, and the Managing Member shall have no liability for the LLC’s share of the expense. other than from funds provided by the LLC for the payment of those expenses.
3.4
Officers. Subject to the direction of the Managing Member, the day-to-day administration of the business of the LLC may be carried out by employees and agents of the Managing Member who may be designated as officers of the LLC or any of its Subsidiaries by the Managing Member, with titles including “chief executive officer,” “president,” “vice president,” “treasurer,” “assistant treasurer,” “secretary,” “assistant secretary,” “general manager,” “senior managing director,” “managing director,” “general counsel,” “director” and “chief financial officer,” as and to the extent authorized by the Managing Member. The officers of the LLC will have the titles and powers and perform the duties determined from time to time by the Managing Member and otherwise as customarily pertain to such offices. Any number of offices may be held by the same person. All officers will be subject to the supervision and direction of the Managing Member and may be removed from office by the Managing Member and the authority, duties or responsibilities of any officer of the LLC may be modified or suspended by the Managing Member from time to time, in each case in the sole discretion of the Managing Member.
3.5
Authority of Members. Except as expressly provided in this Agreement, the Units do not confer any rights on the Members to participate in the conduct, control or management of the business of the LLC described in this Agreement, which conduct, control and management is vested exclusively in the Managing Member.
3.6
Action by Written Consent. Any action required or permitted to be taken by the Members under this Agreement will be taken if all Members holding Voting Units entitled to vote on such action consent thereto in writing.
ARTICLE IV
DISTRIBUTIONS AND LOANS
4.1
Distributions. Except as otherwise provided in this Article IV, distributions will be made by the LLC to the Members from time to time and in such amounts as are determined by the Managing Member in its discretion, pro rata in accordance with the Members’ respective Percentage Interests at the record date for the distribution.
4.2
Liquidation Distributions. Notwithstanding Section 4.1, distributions made on the occurrence of a Dissolution Event will be made as provided in Section 9.3.
4.3
Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement. the Managing Member will not cause the LLC to make a distribution to any Member
(a)
unless a corresponding distribution or dividend has been paid by the Company or declared by the Company Hoard, with a record date that is prior to or the same as the record date of the distribution by the LLC to the Members, with respect to the Class A Common Stock or other securities of the Company that are entitled to receive dividends or other distributions in accordance with the Charter or other relevant organizational documents; provided that the LLC shall be entitled to pay any distribution made under Section 7.4(b) or Section 9.3 without any requirement that the Company declare a corresponding dividend or other distribution with respect to any shares or equity securities; or
(b)
if the distribution would violate the Act or other Law.
ARTICLE V
CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS;
TAX ALLOCATIONS; TAX MATTERS
5.1
Initial Capital Contributions. As of the date hereof, the Members have acquired the number of Voting Units and Non-Voting Units specified opposite their respective names on Exhibit A (the “Register”).
5.2
No Additional Capitol Contributions; Additional Funds.
(a)
Except as otherwise provided in this Article V or Article VII, no Member will be required to make additional Capital Contributions to the LLC without the consent of that Member or permitted to make additional Capital Contributions to the LLC without the consent of the Managing Member.
(b)
Subject to the obligations of the LLC under Article VII, the Managing Member may, at any time and from time to time, determine in its sole and absolute discretion that the LLC requires additional funds for the purposes relating to the LLC’s business (“Additional Funds”). Additional Funds may be obtained by the LLC, at the
direction of the Managing Member, in any manner provided in, and in accordance with, the terms of this Agreement without die approval of any other Members.
(c)
Subject to the obligations of the LLC under Article VII, the Managing Member, on behalf of the LLC, may obtain any Additional Funds by causing the LLC to incur indebtedness to any Person, in each case on the terms as the Managing Member determines are appropriate, including making the indebtedness convertible, redeemable or exchangeable for Units or Common Stock, except that the LLC will not incur that indebtedness if
(i)
a breach, violation or default of the indebtedness would be deemed to occur by virtue of the Transfer of any LLC interest, or
(ii)
the indebtedness is recourse to any Member (unless the Member otherwise agrees).
(d)
The Managing Member, on behalf of the LLC, may obtain any Additional Funds by causing the LLC to incur indebtedness to the Company if the indebtedness is, to the extent permitted by Law, on substantially the same terms and conditions (including interest rate, repayment schedule, and conversion, redemption, repurchase and exchange rights, but not including financial covenants) as indebtedness incurred by the Company, the net proceeds of which are loaned to the LLC to provide the Additional Funds.
5.3
Capital Accounts. There has been established for each Member on the books of the LLC, a capital account (each being a “Capital Account”). Each Member’s Capital Account will be maintained in accordance with the provisions of Regulations Section 1.704-1(b)(2)(iv) and the provisions of this Agreement. The Capital Account of each Member will be
(a)
credited with Capital Contributions made (or deemed to have been made) by that Member, all Profits (and any individual items of income or gain) allocated to that Member under Section 5.4 and any items of income or gain that are specially allocated to that Member under Sections 5.5 and 5.6; and
(b)
debited with all Losses (and any individual items of loss or deduction) allocated to that Member under Section 5.4, any items of loss or deduction of the LLC specially allocated to that Member under Sections 5.5 and 5.6, and all cash and the Carrying Value of any property (net of liabilities assumed by that Member and the liabilities to which the property is subject) distributed by the LLC to that Member.
The Capital Account of each Member will also be adjusted appropriately to reflect any other adjustment required under Regulations Section 1.704-1 or 1.704-2. Any references in any section of this Agreement to the Capital Account of a Member will be deemed to refer to the Capital Account as it may be credited or debited from time to time as set forth above. In the event of any Transfer of any interest in the LLC in accordance with the terms of this Agreement, the Transferee will succeed to the Capital Account of the Transferor to the extent it relates to the Transferred interest.
5.4
Allocations of Profits and Losses. Except as otherwise provided in this Agreement, Profits, Losses and, to the extent necessary, individual items of income, gain, loss or deduction will be allocated in a manner that results in the Partially Adjusted Capital Account Balance of each Member, immediately after making the allocation, being, as nearly as possible, equal (proportionately) to the distributions that would be made to the Member under Article IX if the LLC were dissolved, its affairs wound up and its assets were sold for cash equal to their Carrying Va lues, all LLC liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing the liability), including the LLC’s share of any liabilities of an entity treated as a partnership for U.S. federal income tax purposes of which the LLC is a member, and the net assets of the LLC were distributed in accordance with Article IX to the Members immediately after making the allocation.
5.5
Special Allocations. The following special allocations will be made in the following order:
(a)
Minimum Gain Chargeback. If there is a net decrease in LLC Minimum Gain during any Taxable Year, each Member will, to the extent required by Regulations Section 1.704-2(f), be specially allocated items of LLC income and gain for the Taxable Year (and, to the extent required by Regulations Section 1.704-2(j)(2)(iii), subsequent Taxable Years) in an amount equal to that Member’s share of the net decrease in LLC Minimum Gain. Allocations under the previous sentence will be made in accordance with Regulations Section 1.704-2(f)(6). This Section 5.5(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and will be interpreted consistently with that intent.
(b)
Member Minimum Gain Chargeback. If there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Taxable Year, each Member who has a share of that Member Nonrecourse Debt Minimum Gain as of the beginning of the Taxable Year will, to the extent required by Regulations Section 1.704-2(i)(4), be specially allocated items of LLC income and gain for the Taxable Year (and, if necessary, subsequent Taxable Years) equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Allocations under the previous sentence will be made in accordance with Regulations Section 1.704-2(i)(4). This Section 5.5(b) is intended to comply with the requirement in Regulations Section 1.704-2(i)(4) and will be interpreted consistently with that intent.
(c)
Limitations on Loss Allocations. With respect to any Member, notwithstanding the provisions of Section 5.4, the amount of Loss for any Taxable Year or other period that would otherwise be allocated to a Member under Section 5.4 will not cause or increase a deficit Adjusted Capital Account Balance. Any Loss in excess of the limitation set forth in this Section 5.5(c) will be allocated among the Members, pro rata, to the extent each, respectively, has a positive Adjusted Capital Account Balance.
(d)
Qualified Income Offset. If any Member receives an unexpected adjustment, allocation, or distribution described in Regulations Section 1.704-1(b)(2)(ii)(d)(4-6) in any Taxable Year or other period which would cause the Member to have a deficit Adjusted Capital Account Balance as of the end of the Taxable Year or
other period, items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income and gain) will be specifically allocated to the Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the deficit in the Member’s Adjusted Capital Account Balance as quickly as possible. This Section 5.5(d) is intended to comply with the qualified income offset provision in Regulations Section 1.704-1(b)(2)(ii)(d) and will be interpreted consistently therewith.
(e)
Gross Income Allocation. If any Member would otherwise have a deficit Adjusted Capital Account Balance as of the last day of any Taxable Year or other period, individual items of income and gain of the Company will be specifically allocated to the Member (in the manner specified in Section 5.5(d)) so as to eliminate the deficit as quickly as possible.
(f)
Nonrecourse Deductions. Nonrecourse Deductions for any Taxable Year or other period will be specially allocated to the Members in proportion to their Percentage Interests.
(g)
Member Nonrecourse Deductions. Member Nonrecourse Deductions for any Taxable Year or other period will be specially allocated w the Member who bears the economic risk of loss with respect to the “partner nonrecourse debt” (as that term is defined in Regulations Section 1.704-2(b)(4)) to which the Member Nonrecourse Deductions are attributable, in accordance with Regulations Section 1.704-2(i)(1).
5.6
Curative Allocations. The allocations set forth in Section 5.5(a) - (g) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations under this Section 5.6. Therefore, notwithstanding any other provision of this Article V (other than the Regulatory Allocations), the Managing Member will make offsetting special allocations in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance the Member would have had if the Regulatory Allocations were not part of the Agreement and all LLC items were allocated under Section 5.4. In exercising its discretion under this Section 5.6, the Managing Member will take into account future Regulatory Allocations under Sections 5.5(a) and 5.5(h) that, although not yet. made, are likely to offset other Regulatory Allocations previously made under Sections 5.5(f) and 5.5(g).
5.7
Other Allocation Rules.
(a)
(i) Subject to Section 5.7(a)(ii), for purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and other items will be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Code Section 706 and the Regulations thereunder; provided that in the case of a Transfer of Units or other equity interests in the LLC, the Managing Member shall, upon request of the Transferor or Transferee, promptly notify the Transferor and Transferee of the method that it will use to allocate Tax items for the
Taxable Year of the Transfer between the Transferor and Transferee, and unless the next sentence applies shall use such method to effect such allocation. If the Transferor and Transferee desire to use a method that differs from such method, and the desired method is permitted by the Code as determined by the Managing Member in its reasonable discretion, the Managing Member shall use such other method, but only if (i) the Transferor and Transferee submit a written request to the Managing Member indicating the method they desire to use within ten days after the applicable Transfer, (ii) the Transferor and Transferee agree in a manner reasonably satisfactory to the Managing Member to reimburse the LLC for the reasonable incremental costs, if any, incurred in applying such method and (iii) such other method does not adversely affect the other Members any more than the method initially selected by the Managing Member.
(ii)
For purposes of determining Profits, Losses, or any other items allocable to Class B Common Units exchanged pursuant to Section 7.9 (including pursuant to a Holding Company Exchange), the Managing Member shall, in accordance with Regulations Section 1.706-1(c)(2), allocate such items using an interim closing of the LLC’s books as of the date of such exchange.
(b)
Except as otherwise provided in this Agreement, all items of LLC income, gain, loss, deduction, and any other allocations not otherwise provided for will be divided among the Members in the same proportions as they share Profits or Losses, as the case may be, for the Taxable Year.
(c)
For purposes of determining the Members’ shares of “nonrecourse liabilities” (as that term is defined in Regulations Section I.752-1(a)(2)), any “excess nonrecourse liabilities” (as that term is defined in Regulations Section 1.752-3(a)(3)) will be allocated among the Members in accordance with their Percentage Interests.
(d)
For U.S. federal income tax purposes, the Clearwire Pre-Closing Indebtedness and the Sprint Pre-Closing Financing are treated as having been assumed by the LLC pursuant to the Transaction Agreement. The LLC’s assumption of liabilities of Clearwire and Sprint in connection with their initial Capital Contributions described in Section 5.1 will be treated by the LLC as the assumption of “qualified liabilities” under Regulations Section 1.707-5(a)(6)(i)(D) except as otherwise required by Law in respect of any indebtedness issued by Clearwire prior to the Closing (as defined in Exhibit A to the Transaction Agreement) in accordance with Sections 10.1(b)(iv)(F) or 10.1(b)(iv)(H) of the Transaction Agreement.
5.8
Code Section 704(c): Tax Allocations.
(a)
In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the LLC will, solely for Tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of the property to the LLC for U.S. federal income tax purposes and its initial Carrying Value (i) using the “remedial method” under Regulations Section 1.704-3(d) with respect to (x) the Former Clearwire Assets and (y) Former Sprint Assets having Built-In Gains equal to 50% of the total Built-In Gains in
the Former Sprint Assets (the assets described clause (y), “Sprint Remedial Assets”) and (ii) using the “traditional method” under Regulations Section 1.704-3(b) with respect to Former Sprint Assets having Built-In Gains equal to 50% of the total Built-In Gains in the Former Sprint Assets (the “Sprint Traditional Assets”). The Sprint Remedial Assets and Sprint Traditional Assets shall be designated in a manner such that the annual Tax deductions with respect to the Sprint Remedial Assets are, to the greatest extent possible, equal to the annual Tax deductions that would have been allocated with respect to the Sprint Traditional Assets had the LLC elected the remedial method with respect to the Sprint Traditional Assets. The Managing Member shall, as promptly as possible after the date hereof, designate the Former Sprint Assets as Sprint Remedial Assets and Sprint Traditional Assets, as the case may be, in accordance with the terms of this Section 5.8(n).
(b)
If the Carrying Value of any LLC asset is adjusted under clauses (b)(i), (b)(ii), or (b)(iii) of the definition of Carrying Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset will take account of any variation between the Carrying Value thereof immediately before such adjustment and the Carrying Value thereof immediately after such adjustment (such difference, a “Reverse 704(c) Laver”) in accordance with the principles of Section 704(c) and Regulations Section I .704-3(a)(6) using the “traditional method” under Regulations Section 1.704-3(b). For this purpose and except to the extent required by the Regulations, none of the adjusted basis of an asset shall be allocated to a Reverse 704(c) Layer.
(c)
Except as otherwise provided in this Section 5.8, any elections or other decisions relating to allocations will be made by the Managing Member acting reasonably and in good faith. Allocations under this Section 5.8 are solely for purposes of U.S. federal, state, and local Taxes and will not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items, or distributions under any provision of this Agreement,
(d)
In accordance with Regulations Section 1.704-3(a)(7), upon the Transfer of any Units originally issued to Sprint, the Transferee shall be allocated a share of the built-in gain or loss as of the time of the Transfer, as well as a share of the built-in gain or loss subject to the remedial method under Regulations Section 1.704-3(d) and a share of the built-in gain or loss subject to the traditional method under Regulations Section 1.704-3(b) (in each case prior to any adjustment under Code Section 743(b) that may apply as a result of such Transfer), that would otherwise be allocable to the Transferor that is in the same proportion to the total amounts of such built-in gain or loss otherwise allocable to the Transferor as the number of Units so Transferred is to the total number of Units held by the Transferor immediately prior to the Transfer.
(e)
Income, gain, loss, deduction and credit of the LLC for U.S. federal income tax purposes shall be allocated in the same manner as the corresponding items were allocated among the Members pursuant to Sections 5.4, 5.5 or 5.6.
5.9
Tax Withholding.
(a)
The LLC will withhold and pay over to the Internal Revenue Service or other applicable Taxing authority all Taxes or withholdings, and all interest, penalties, additions to Tax, and similar liabilities in connection therewith or attributable thereto (“Withheld Taxes”) to the extent that the Tax Matters Member in good faith determines that withholding or payment is required by the Code or any other Law. The Tax Matters Member in good faith will determine to which Member the Withheld Taxes are attributable. For example, Withheld Taxes measured with respect to a Member’s distributive share of the LLC’s income, gain, or other LLC item would be attributable to that Member. All Withheld Taxes will be withheld against the amounts otherwise distributable to the Member to which the Withheld Taxes are attributable, and any amounts so withheld will be treated as a distribution to that Member. If any Withheld Taxes attributable to a Member exceed the amount otherwise distributable to the Member, the excess will be considered a loan (a “Withholding Loan”) by the LLC to the Member.
(b)
The borrowing Member shall have the right to prepay, in whole or in part, a Withholding Loan at any time and shall be required to repay any such Withholding Loan within ten days after the Tax Matters Member delivers a written demand therefor, together with interest from the date the loan was made until the date of the repayment at a rate per annum equal to the LLC’s cost of debt capital, as reasonably determined by the Managing Member. Absent prior demand, the maturity of the Withholding Loan will be the date of dissolution of the LLC. If a Withholding Loan is not paid when due, distributions from the LLC to the borrowing Member may be withheld and applied toward repayment of the accrued and unpaid interest and principal on such Withholding Loan, with any amounts so withheld being treated as having been distributed to the borrowing Member for purposes of this Agreement.
5.10
Successors in Interest. If a Member Transfers all or part of its Units in accordance with this Agreement, references in this Article V to amounts previously contributed by the Member or to amounts previously allocated or distributed to the Member will refer to the Transferee to the extent they pertain to the Transferred interest.
5.11
Other Tax Matters.
(a)
The Managing Member will be the initial “tax matters partner” of the LLC within the meaning of Code Section 6231(a)(7) (the “Tax Matters Member”). The Tax Matters Member will take reasonable action to cause each other Member to be treated as a “notice partner” within the meaning of Code Section 6231(aX8). All reasonable expenses incurred by a Member while acting in its capacity as Tax Matters Member will be paid or reimbursed by the LLC and the exculpation and indemnification provisions of Article X will apply to the Managing Member acting in its capacity as the Tax Matters Member.
(b)
Each Member shall have the right to designate a tax representative, which person will be given at least five Business Days advance notice from the Tax Matters Member of the time and place of, and will have the right to participate in (and the LLC
and the Tax Matters Member will take any actions as may be necessary to cause the tax matters partner of any Partnership Subsidiary to extend to each Member the right to participate in):
(i)
any material aspect of any administrative or judicial proceeding relating to the determination of partnership items at the LLC level (or at the level of any Partnership Subsidiary); and
(ii)
any material discussions with the Internal Revenue Service or other Taxing authority relating to allocations under Article V (or under the operating agreement of any Partnership Subsidiary).
The Tax Matters Member will not, and the LLC will not permit the tax matters partner of any Partnership Subsidiary to, initiate any action or proceeding in any court, extend any statute of limitations, settle any material income or franchise Tax dispute, or lake any other action contemplated by Code Sections 6222 through 6234 that would legally bind any other Member, the LLC or any Partnership Subsidiary without approval of the affected Member(s), which approval may not be unreasonably withheld, conditioned or delayed, except that for this purpose, it will not be unreasonable for a Member to withhold the approval if the action proposed to be taken could materially and adversely affect such Member. A Member may designate a replacement tax representative by providing written notice of such change to the Managing Member.
(c)
The Tax Matters Member will timely cause to be prepared all U.S. federal, state, local and foreign Tax returns and reports (including amended returns) of the LLC or any Partnership Subsidiary for each year or period that the returns or reports are required to be filed and, subject to the remainder of this subsection, will cause the Tax returns to be timely filed. Before filing of such Tax returns, the Tax Matters Member will provide copies of all such Tax returns to the tax representative of each Member for review. The Members shall be entitled to provide comments on such Tax returns to the Tax Matters Member after receiving copies of the Tax returns, and the Tax Matters Member will incorporate the comments, where reasonable, before filing the returns. The other Members will take such actions as are reasonably requested by the Tax Matters Member in connection with the preparation of the income and franchise Tax returns of the LLC and any Partnership Subsidiary so as to ensure that all the returns arc filed on a timely basis and no filing penalties arc incurred to the extent reasonably possible.
(d)
Within 90 days after the end of each Taxable Year, or as soon as reasonably practical thereafter, the Tax Matters Member will prepare and send, or cause to be prepared and sent, to each Person who was a Member at any time during the Taxable Year, copies of the information required for U.S. federal, state, local and foreign income Tax reporting purposes, including copies of Form 1065 and Schedule K-1 or any successor form or schedule, for that Person. At any time after the information has been provided, on at least five Business Days’ notice from a Member, the Tax Matters Member will also provide each Member with a reasonable opportunity during ordinary business hours to review and make copies of all work papers related to the information or to any return prepared under subsection (c) above. At the request of any Member, as soon as
practicable following the end of each period for which corporate estimated Tax deposits are required to be made (and in any event not later than ten days after the end of such period), the Tax Matters Member will also cause to be provided to each Member an estimate of each Member’s share of all items of income, gain, loss, deduction and credit of the LLC for the estimated Tax period just completed and for the Taxable Year to date for U.S. federal income tax purposes. The Managing Member will provide to the Members any material true-ups, corrections or changes to any information previously provided under this Section 5.11(d) as soon as reasonably practicable after becoming aware that a material true-up, correction or change is appropriate.
(e)
With respect to any Tax information provided by the Tax Matters Member to a Member under Sections 5.11(b) — (d), the same information will be provided to the other Members, as applicable, at the same time, unless a Member requests that it not be provided that information.
5.12
Tax Classification. The parties will treat the LLC as a partnership for U.S. federal and all applicable state and local income tax purposes, and no Member will take any action inconsistent with such treatment for U.S. federal, state and local income tax purposes unless (i) the Company causes the LLC to be treated other than as a partnership or (ii) there has occurred a change in law or final determination to the contrary. The Managing Member will take any reasonable action within its power required under the Code and applicable Regulations to cause the LLC to be treated as a partnership for U.S. federal income tax purposes. To the extent the previous sentence does not govern the state and local classification of the LLC, the Managing Member will take any reasonable action within its power as may be required under any state or local Law applicable to the LLC to cause the LLC to be treated as, and in a manner consistent with, a partnership for state or local income tax purposes. The parties will treat Clearwire Sub LLC, Sprint LLC and each of the Transfer Entities as entities disregarded as separate from the LLC in accordance with Regulations Section 301.7701-2(c)(2).
5.13
Tar Elections. Except as otherwise provided this Agreement, all elections required or permitted to be made by the LLC under the Code (or Law) will be made as determined by the Managing Member, acting reasonably and in good faith, to be in the best interest of the Members as a group. Notwithstanding the foregoing, (i) the LLC shall make and maintain in effect a valid election under Code Section 754 and (ii) if the LLC does not otherwise qualify as a partnership under Code Section 6231(a)(1) which is subject to the Th,FRA partnership audit rules, the Tax Matters Member will cause the LLC to make an election under Code Section 6231(a)(1)(B)(ii) to subject the LLC to the TEFRA partnership audit rules.
ARTICLE VI
BOOKS AND RECORDS; REPORTS
At all times during the continuance of the LLC, the LLC will prepare and maintain separate books of account for the LLC in accordance with GAAP. The LLC will keep at its principal office the following:
(a)
a current list of the full name and the last known street address of each Member;
(b)
a copy of the (1) Operating Agreement of Clearwire Communications LLC (formerly known as Clearwire Venture LLC) dated as of the 14th day of May, 2008 and (ii) Amended and Restated Operating Agreement of Clearwire Communications LLC dated as of the 28th of November, 2008;
(c)
a copy of the Certificate and this Agreement and all amendments thereto;
(d)
copies of the LLC’s federal, state and local income Tax returns and reports, if any, for the three most recent years; and
(e)
copies of any financial statements, if any, of the LLC for the six most recent Taxable Years.
ARTICLE VII
COMPANY UNITS
7.1
Units. Interests in the LLC are represented by one or more classes of Units. The Units initially will be divided into Voting Units and Non-Voting Units, and the Non-Voting Units will be designated as Class A Common Units or Class B Common Units. The Register contains the name, Class and number of Units owned by each Member as of the Effective Date. The Register will be revised from time to time by the Managing Member to reflect the admission or withdrawal of a Member or the issuance, Transfer, assignment, redemption, repurchase, acquisition, conversion, relinquishment to the Company or other cancellation or termination of Units in accordance with the terms of this Agreement and other modifications to or changes in the information set forth on the Register.
7.2
Register. The Register will be the definitive record of ownership of each Unit and all relevant information with respect to each Member. Unless the Managing Member determines otherwise, Units will be uncertificated and recorded in the books and records of the LLC.
7.3
Splits, Distributions and Reclassifications. The LLC will not in any manner subdivide (by any Unit split, Unit distribution, reclassification, recapitalization or otherwise) or combine (by reverse Unit split, reclassification, recapitalization or otherwise) any class or series of the outstanding Units unless an identical event is occurring with respect to
(a)
all other classes or series of the outstanding Units, and
(b)
all classes or series of Equity Securities (including Class A Common Stock and Class B Common Stock),
in which event the Managing Member will cause the classes or series of Units to be subdivided or combined concurrently with and in the same manner and to the same extent as the classes or series of Equity Securities of the Company.
7.4
Cancellation or Redemption of Equity Securities and Units.
(a)
Any time a share of Class B Common Stock is exchanged as set forth in Section 7,9 for a share of Class A Common Stock, then one Class B Common Unit will be cancelled without any further consideration other than that specified in Section 7.9, and one Class A Common Unit and one Voting Unit will be issued to the Company.
(b)
Any time any shares of Class A Common Stock or other Equity Securities are redeemed, repurchased, acquired, cancelled or terminated by the Company, the Managing Member will cause the same number of Class A Common Units and the same number of Voting Units (or the same number of comparable securities of the LLC, as applicable) in the name of the Company to be redeemed, repurchased, acquired, cancelled or terminated by the LLC for the same consideration, if any, as the consideration paid by the Company so that the number of Class A Common Units held by the Company at all times equals the number of shares of Class A Common Stock outstanding. If the Company redeems shares of Class B Common Stock for cash, the Managing Member will simultaneously cause the same number of Voting Units in the name of the Company to be redeemed for the same cash consideration.
(c)
For the avoidance of doubt, a Member may Transfer a share of Class B Common Stock in accordance with the terms of this Agreement without Transferring a corresponding Unit.
7.5
Incentive Plans. At any time the Company issues a share of Class A Common Stock under an Incentive Plan (whether by the exercise of a stock option or the grant of a restricted share award or otherwise), the following will occur:
(a)
the net proceeds (including without limitation the amount of the exercise price paid by the owner or the promissory note representing any loan made by the Company to the owner with respect to a stock purchase award, which promissory note will be deemed to have a fair market value equal to the original principal balance of that promissory note) received by the Company with respect to the share of Class A Common Stock, if any, will be paid or transferred by the Company to the LLC, which amounts will be treated for U.S. federal income tax purposes as having been paid to the LLC by the person to whom the share of Class A Common Stock is to be issued;
(b)
the Company will be deemed to make an additional Capital Contribution to the LLC of an amount of cash equal to
(i)
the current per share market price of a share of Class A Common Stock on the date the share is issued (or, if earlier, the date the related option is exercised), reduced by
(ii)
the amount paid to the LLC as described under subsection (a) above;
(c)
the LLC will be deemed to purchase from the Company a share of Class A Common Stock for an amount of cash equal to the sum of
(i)
the additional deemed Capital Contribution made by the Company to the LLC in subsection (b) above and
(ii)
the amount paid to the LLC as described under subsection (a) above,
and to deliver such share of Class A Common Stack to its owner under the Incentive Plan (the parties acknowledging that the deemed purchase will not cause the LLC to own the shares for any purpose, including, without limitation, for the purpose of determining stockholders entitled to receive dividends or vote);
(d)
in exchange for the payment by the Company to the LLC described in subsection (a) above and the deemed Capital Contribution by the Company to the LLC described in subsection (b) above (which aggregate amount will be credited to the Capital Account of the Company), the LLC will issue to the Company one Class A Common Unit and one Voting Unit registered in the name of the Company for each share of Class A Common Stock issued by the Company under the Incentive Plan;
(e)
the LLC will claim any compensation deductions attributable to the issuance or vesting, as the case may be, of shares of Class A Common Stock and any other deductions available by reason of shares issued pursuant to an Incentive Plan (including, as applicable, as a result of an election under Code Section 83(b)), which deductions will be allocated among the Members in accordance with the allocation rules in Article V.
(f)
if the owner of any share of Class A Common Stock issued pursuant to an Incentive Plan has timely made an election under Code Section 83(b) with respect to that share of Class A Common Stock and the share of Class A Common Stock is subsequently forfeited, then each of the actual and deemed steps described in subsections (a) through (e) above with respect to that share of Class A Common Stock will be reversed including, without limitation, the reversion of that share of Class A Common Stock to the Company, the cancellation of the Class A Common Unit and Voting Unit issued to the Company and the reversal, if and to the extent required by Regulations Section 1.83-6(c) or other applicable Tax law, of any compensation deductions previously allocated to the Members; and
(g)
if a share of Class A Common Stock issued under an Incentive Plan is subject to a substantial risk of forfeiture and is not transferable for purposes of Code Section 83, and if a valid election under Code Section 83(b) has not been made with respect to such share of Class A Common Stock, the foregoing transactions shall be deemed to occur for U.S. federal income tax purposes when such share of Class A Common Stock is either transferable or no longer subject to a substantial risk of forfeiture for purposes of Code Section 83. Until such time, for U.S. federal income tax purposes (including for purposes of maintaining Capital Accounts and computing Profits, Losses and related items), such share of Class A Common Stock shall not be deemed to have been issued and any distributions with respect to such share of Class A Common Stock shall for such purposes be treated as compensation paid to the holder thereof by the LLC.
7.6
Exercisable Rights. Except as provided in Section 7.5 and Section 7.9, any time the Company issues any shares of capital stock on the exercise of any rights, options, warrants or any convertible or exchangeable securities having the right to convert into, exchange for, subscribe for or purchase any shares of Class A Common Stock or other capital stock of the Company (“Exercisable Rights”):
(a)
the net proceeds (including without limitation the amount of the exercise price paid by the owner) received by the Company with respect to the share of Class A Common Stock or other capital stock of the Company, if any, will be concurrently transferred and paid by the Company to the LLC as an additional Capital Contribution; and
(b)
on the date an Exercisable Right is exercised, the LLC will issue Units as follows:
(i)
in the case of an issuance of shares of Class A Common Stock on the exercise of Exercisable Rights, the LLC will issue to the Company an equal number of Class A Common Units and an equal number of Voting Units registered in the name of the Company; and
(ii)
in the case of an issuance by the Company of any other capital stock on the exercise of Exercisable Rights, then the LLC will issue an equal number of Units of a class or series of Units as the corresponding class or series of Equity Securities issued by the Company with respect to the exercise of the Exercisable Rights.
The Members agree to treat the issuance of Units pursuant to this Section 7.6 as having been issued upon the exercise of rights issued under Section 7.7(a) and in accordance with Proposed Treasury Regulations Sections 1.704-1(b)(2)(iv)(s) and 1.704-1(b)(4)(ix) (and any successor provisions thereto).
7.7
Issuances of Equity Securities.
(a)
Except as provided in Sections 7.5 or 7.6 and (b) below, any time the Company issues any Equity Securities (other than compensatory options issued pursuant to an Incentive Plan), the following will occur:
(i)
the Company will contribute to the capital of the LLC an amount of cash equal to the issue price of the Class A Common Stock or other Equity Securities (or, in the case of the issuance of Equity Securities in exchange for property, then the property received in exchange for the issuance of those Equity Securities) and the Capital Account of the Company will be increased by the amount of cash and the fair market value of the property contributed;
(ii)
the LLC will issue Units or other securities as follows:
(A)
in the case of an issuance of shares of Class A Common Stock, the LLC will issue an equal number of Class A
Common Units to the Company and an equal number of Voting Units registered in the name of the Company; and
(B)
in the case of an issuance of any securities not covered under clause (A), the LLC will issue an equal number of Units or other securities (including Voting Units, if applicable) with designations, preferences and other rights, terms and conditions (other than financial covenants applicable to the Company, its Subsidiaries or direct or indirect parent entities) that arc substantially the same as the designations, preferences and other rights, terms and conditions of the other Equity Securities, registered in the name of the Company.
(b)
The intent of this Section 7.7 and Sections 7.3, 7.4, 7.5 and 7.6 is to ensure that
(i)
the number of Voting Units held by the Company and any of its Subsidiaries will at all times equal the sum of
(A)
the number of shares of Class A Common Stock outstanding, and
(B)
the number of shares of Class B Common Stock outstanding, and
(C)
without duplication, the number of Voting Securities outstanding, and
(ii)
the number of Class A Common Units held by the Company will at all times equal the number of shares of Class A Common Stock outstanding; and
(iii)
the number of Class B Common Units outstanding will at all times equal the number of shares of Class B Common Stock outstanding.
7.8
Registered Members. The LLC will be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and will not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it will have express or other notice thereof, except as otherwise provided by the Act.
7.9
Exchange of Units.
(a)
Subject to adjustment as provided in this Section 7.9, each holder of a Unit (other than the Company and its Subsidiaries) will be entitled to exchange, from time to time, any or all of the holder’s Units, as follows:
(i)
in the case of Class B Common Units, one Class B Common Unit (together with one share of Class B Common Stock) will be exchangeable by the
holder of the Class B Common Unit for one share of Class A Common Stock (the “Common Unit Exchange Rate”), as provided in Section 5.1 of the Charter, and
(ii)
in the case of Units other than Class B Common Units, the Units will be exchangeable for the Equity Securities or Units as are provided in the terms of the exchangeable Units, including the designated exchange rate (the “Unit Exchange Rate” and, together with the Common Unit Exchange Rate, the “Exchange Rate”).
(b)
Any exchange right under Section 7.9(a) will be exercised by a written notice to the Company and the LLC from the holder of the Units (the “Exchange Notice”)
(i)
stating that the holder desires to exchange a stated number of Units and capital stock of the Company under Section 5.1 of the Charter and Section 7.9(a), and
(ii)
specifying a date that is not less than seven Business Days nor more than 20 Business Days after delivery of the Exchange Notice on which the exchange is to be completed (the “Exchange Date”),
The Exchange Notice must be accompanied by instruments of transfer to the Company, in form satisfactory to the Company and to the Company’s transfer agent (the “Transfer Agent”), duly executed by the holder or the holder’s duly authorized attorney, and transfer Tax stamps or funds therefor, if required under Section 7.9(f), in respect of the Units to be exchanged, in each case delivered during normal business hours at the offices of the Company or at the office of the Transfer Agent. Once an Exchange Notice has been validly delivered to the Company and the LLC, such Exchange Notice shall be binding on the applicable holder of Units delivering such Exchange Notice, and may not be rescinded or withdrawn or otherwise amended by such holder of Units. Notwithstanding the foregoing, no holder of a Unit will be entitled to exchange the Unit if the exchange would be prohibited under Law.
(c)
On the Exchange Date, following the surrender for exchange of Units in the manner provided in this Section 7.9 and the payment in cash to the Company of any amount required by Section 7.9(f), the Company will deliver or cause to be delivered, as the case may be, at the offices of the Company or at the office of the Transfer Agent, the number of shares of Class A Common Stock or other Equity Securities issuable on the exchange, issued in the name or names as the holder may direct. On the Exchange Date, all rights of the holder of the exchanged Units as a Member of the LLC with respect to the Units will cease, and the person or persons in whose name or names the shares of Class A Common Stock or other Equity Securities are to be issued will be treated for all purposes as having become the record holder or holders of the shares of Class A Common Stock or other Equity Securities.
(d)
The Exchange Rate will be adjusted accordingly if there is:
(i)
any Recapitalization Event with respect to any class or series of Units that is not accompanied by an identical Recapitalization Event with respect to the corresponding class or series of Equity Securities; or
(ii)
any Recapitalization Event with respect to any class or series of Equity Securities that is not accompanied by an identical Recapitalization Event with respect to the corresponding class or series of Units. In the event of a Recapitalization Event as a result of which one class or series of Equity Securities is converted into another class or series of Equity Securities, then a holder of the corresponding class or series of Units will be entitled to receive on exchange the amount of the security that the holder would have received if the exchange of Units had occurred immediately before the effective date of the Recapitalization Event. Except as may be required in the immediately preceding sentence, no adjustments in respect of dividends will be made on the exchange of any Unit, except that if the Exchange Date with respect to a Unit occurs after the record date for the payment of a dividend or other distribution on Units but before the date of the payment, then the registered holder of the Unit at the close of business on the record date will be entitled to receive the dividend or other distribution payable on the Unit on the payment date notwithstanding the exchange of the Unit or the default in payment of the dividend or distribution due on the Exchange Date.
(e)
The Company will at all times reserve and keep available out of its authorized but unissued Equity Securities, solely for the purpose of issuance on exchange of Units (together with any corresponding Equity Securities), the number of Equity Securities issuable on the exchange of all the outstanding Units, except that nothing in this Agreement will be construed to preclude the Company from satisfying its obligations in respect of the exchange of the Units by delivery of purchased Equity Securities that are held in the treasury of the Company. The Company covenants that all Equity Securities that are issued on exchange of Units will, on issue, be validly issued, fully paid and non-assessable.
(f)
The issuance of Equity Securities on exchange of Units will be made without charge to the holders of the Units for any stamp or other similar Tax in respect of the issuance, except that if the shares are to be issued in a name other than that of the holder of the Units exchanged, then the person or persons requesting the issuance will pay to die Company the amount of any Tax payable in respect of any transfer involved in the issuance or will establish to the satisfaction of the Company that the Tax has been paid or is not payable.
(g)
In addition to the exchange right set forth in Section 7.9(a), at the option of a Unit Holding Company to be exercised by delivery of a written notice in a manner similar to an Exchange Notice under Section 7.9(b), any holder of 100% of the equity securities of a Unit Holding Company (a “Unit Holding Company Stockholder”) may cause a Unit Holding Company to merge with and into a Company Disregarded Subsidiary in a merger in which the Company Disregarded Subsidiary is the surviving entity, in exchange for a number of shares of Class A Common Stock equal to the number
of Class B Common Units (and a corresponding number of shares of Class B Common Stock) held by such Unit Holding Company (a “Holding Company Exchange”). The Company and its Affiliates will use Reasonable Best Efforts (x) to effect each Holding Company Exchange in a manner that is tax-free to the Unit Holding Company and the owner of such Unit Holding Company for U.S. federal income tax purposes and (y) not to take any action that would reasonably be expected to cause a 1-folding Company Exchange not to be treated as a tax-free transaction for U.S. federal income tax purposes. If a Holding Company Exchange is effected pursuant to this Section 7.9(g), the Unit Holding Company Stockholder and its Affiliates will be responsible for, and will indemnify and hold the Company and each of its Affiliates harmless against, (X) Tax of a Unit Holding Company incurred in such Holding Company Exchange and (Y) all liabilities of the Unit Holding Company and its Affiliates (including liabilities for Taxes not described in clause (X)) to the extent such liabilities ate attributable to periods through and including the effective date of the Holding Company Exchange, except to the extent attributable to the period after the closing of the Holding Company Exchange, including any liability of the Unit Holding Company arising by reason of being a member of an affiliated, combined, consolidated or other Tax group on or prior to the Holding Company Exchange, in each case, in a manner that is reasonably satisfactory to the Company.
ARTICLE VIII
TRANSFER RESTRICTIONS
8.1
Member Transfers.
(a)
A Member (including the Managing Member) may Transfer all or any portion of its Units (either with or without the corresponding shares of Common Stock), and may permit its Transferees to Transfer all or any portion of the Units Transferred to them (either with or without the corresponding shares of Common Stock), as long as (and in addition to any other requirements of the Member under this Agreement with respect to such Transfer):
(i)
at least three days prior to consummating a Transfer (whether by the Member or by its Transferee), the Member (or the applicable Transferee) notifies the Managing Member in writing, and
(ii)
as a condition to consummating the Transfer, any Transferee (other than (x) a Transferee in an Exchange Transaction and (y) a Permitted Transferee) (any such Transferee, an “Assignee”) executes and delivers to the LLC and the Members an Assignee Agreement in the form attached as Exhibit C.
(b)
If any of its Units are Transferred in a Transfer that is not permitted under Section 8.1(a) above, such Transfer will be void ab initio.
(c)
For the avoidance of doubt, nothing in this Section 8.1 will limit
(i)
the right of any holder of Class B Common Units to exchange all or any portion of its Class B Common Units (together with the corresponding shares of Class B Common Stock) for shares of Class A Common Stock pursuant w Section 7.9 and Article 5 of the Charter, or
(ii)
any subsequent Transfer of those shares of Class A Common Stock.
8.2
Permitted Transferees. Subject to Section 8.1, a Member may Transfer all or any portion of its Units to a Permitted Transferee; provided that such Member gives written notice to the LLC of its intention to make a Transfer to such Transferee, stating the name and address of the Permitted Transferee, the Member’s relationship to the Permitted Transferee and the type and amount of Units to be Transferred. As a condition to such Transfer, the Transferor Member will cause the Permitted Transferee to execute and deliver to the Managing Member and each other Member an Assignment and Assumption Agreement in the form of Exhibit B, and upon consummation of the Transfer, such Permitted Transferee will be a Member and will be subject to all rights and obligations of the Transferor Member under this Agreement.
8.3
Further Restrictions.
(a)
Notwithstanding any other provision of this Agreement, in no event may any Transfer of a Unit be made by any Member, Assignee or Permitted Transferee if:
(i)
the Transfer is made to any Person who lacks the legal right, power or capacity to own the Unit;
(ii)
the Transfer would require the registration of the Transferred Unit or of any class or series of Unit under any applicable United States federal or state securities Laws (including, without limitation, the Securities Act or the Exchange Act) or other foreign securities Laws or would constitute a non-exempt distribution under applicable state securities Laws;
(iii)
the Transfer would cause any portion of the assets of the LLC to constitute assets of any employee benefit plan under the regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations, or any successor regulations;
(iv)
the Transfer would cause any portion of the assets of the LLC to become “plan assets” of any benefit plan investor within the meaning of regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations, or any successor regulations, or to be regulated under the Employee Retirement Income Security Act of 1974, as amended from time to time; or
(v)
to the extent reasonably requested by the Managing Member, the LLC does not receive the legal and tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and (the
Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form reasonably satisfactory to the Managing Member.
(b)
Notwithstanding any other provision of this Agreement, no Member (including the Managing Member), Assignee or Permitted Transferee will Transfer any or all of its Units, or take (or permit any Affiliate to take) any other action, if the Transfer or action would cause the LLC to have more than 100 partners for purposes of Regulations Section 1.7704-1(h)(1), taking into account the rules of Regulations Section l.7704-1(h)(3), or otherwise could (by itself or in conjunction with other actions) reasonably be expected to result in the LLC being treated as a “publicly traded partnership” within the meaning of Code Section 7704 and the Regulations promulgated thereunder. To the fullest extent permitted by Law, any Transfer or action in violation of this Section 8.3(b) will be null and void, ab initio.
8.4
Rights of Assignees. The Transferee of any permitted Transfer under this Article VIII (other than (x) a Transfer in an Exchange Transaction and (y) a Transfer to a Permitted Transferee) will be an Assignee, and only will receive, to the extent Transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar item to which the Member that Transferred its Units would otherwise be entitled, and, unless otherwise required by Law, the Assignee will not be entitled or enabled to exercise any other rights or powers of a Member including any information rights that may be available to a Member under this Agreement or under the Act.
8.5
Admissions, Withdrawals and Removals. Except for Permitted Transferees, no Person may be admitted to the LLC as an additional Member or substitute Member. No Member will be removed or entitled to withdraw from being a Member of the LLC except in accordance with Section 7.9 or Section 8.7. The Company may be removed as Managing Member only upon the affirmative vote of 75% of the outstanding Voting Units. The Managing Member may not Transfer all of its Units or withdraw from being the Managing Member of the LLC unless a new or substitute Managing Member has been admitted under this Agreement (and has not previously withdrawn), which new or substitute Managing Member may be deemed admitted effective simultaneously with the Transfer, and is hereby authorized to, and will, continue the LLC without dissolution. Except as otherwise provided in Article IX, no admission, substitution, withdrawal or removal of a Member will cause the dissolution of the LLC.
To the fullest extent permitted by Law, any purported admission, withdrawal or removal that is not in accordance with this Agreement will be null and void.
8.6
Void Transfers. Any Transfer or attempted Transfer of Units in violation of any provision of this Agreement will be void, ab initio.
8.7
Withdrawal of Certain Members. If a Member ceases to hold any Units, then the Member will cease to be a Member and to have the power to exercise any rights or powers of a Member under this Agreement.
8.8
Holding Company Transfers. Notwithstanding anything to the contrary in this Agreement, any Transfer that is permitted under this Article VIII may, at the option of a Member that is a Unit Holding Company, be effected as a transfer by the Unit Holding Company Stockholder of all of its securities in such Unit Holding Company (a “Holding Company Transfer”).
8.9
Transfers, Assignments of Interest Subject to Required Governmental Notices and/or Consents. Notwithstanding anything to the contrary herein, any transfer, assignment or other disposition of interests in the LLC shall be subject to the prior receipt of any required consents from, or the submission of any required notices to, any Governmental Authorities.
ARTICLE IX
DISSOLUTION, LIQUIDATION AND TERMINATION
9.1
No Dissolution. The LLC will not be dissolved by the admission of additional Members in accordance with the terms of this Agreement. The LLC may be dissolved, liquidated and terminated only under the provisions of this Article IX, and the Members irrevocably waive to the fullest extent permitted by Law any and all other rights they may have to cause a dissolution of the LLC or a sale or partition of any or all of the LLC assets.
9.2
Events Causing Dissolution. The LLC will be dissolved and its affairs will be wound up on the occurrence of any of the following events (each, a “Dissolution Event”):
(a)
any voluntary or involuntary liquidation, dissolution or winding up of the Company, other than any dissolution, liquidation or winding up in connection with any reincorporation of the Company in another jurisdiction;
(b)
the entry of a decree of judicial dissolution under Section 17-802 of the Act;
(c)
at any time there are no Members of the LLC, unless the LLC is continued in accordance with the Act;
(d)
the Incapacity of the Managing Member or the occurrence of a Disabling Event with respect to the Managing Member, except that the LLC will not be dissolved or required to be wound up and no Dissolution Event will occur in connection with any of the events specified in this Section 9.2(d) if:
(i)
when the event occurs there is at least one other Managing Member of the LLC who is authorized to, and elects to, carry on the business of the LLC;
(ii)
all remaining Members consent to or ratify the continuation of the business of the LLC and the appointment of another Managing Member of the LLC within 90 days following the effective date of the Incapacity (to be effective as of the date of Incapacity), which consent will be deemed (and if requested each
Member will provide a written consent for ratification) to have been given for all Members if the holders of more than two-thirds of the Units then outstanding held by Members other than the Managing Member agree in writing to continue the business of the LLC; or
(e)
the sale or other disposition of all or substantially all of the assets owned directly or indirectly by the LLC.
9.3
Distribution on Dissolution Events. If a Dissolution Event occurs, the LLC will not be terminated and will continue until the winding up of the affairs of the LLC is complete. On the winding up of the LLC, the Managing Member, or any other Person designated by the Managing Member (the “Liquidation Agent”), will take full account of the assets and liabilities of the LLC and will, unless the Managing Member determines otherwise, liquidate the assets of the LLC as promptly as is consistent with obtaining the fair value of the assets. The proceeds of any Dissolution Event will be applied and distributed in the following order:
(a)
first, to satisfy debts and liabilities of the LLC (including any amounts payable or reimbursable to the Company pursuant to Sections 3.2 and 3.3 and all other indebtedness to Members and their Affiliates to the extent otherwise permitted by Law) including the expenses of liquidation (whether by payment or making reasonable provision for payment);
(b)
second, to the Company in redemption and complete liquidation of its Voting Units that were issued in connection with the issuance of its outstanding shares of Class A Common Stock and Class 13 Common Stock, an amount equal to the aggregate Par Value of all outstanding shares of Class A Common Stock and Class B Common Stock; and
(c)
the balance, if any, to the holders of Common Units in redemption and complete liquidation of their Common Units, to be distributed among those holders pro rata in proportion to their respective Common Units.
It is intended that the allocation provisions of Article V will produce final Capital Account balances of the Members that would permit liquidating distributions, if those distributions were made in accordance with final Capital Account balances (instead of being made in the order of priorities set forth in this Section 9.3) to be made in a manner identical to the order of priorities set forth in this Section 9.3. To the extent that the allocation provisions of Article V would fail to produce the intended final Capital Account balances, Profits and Losses (including items of gross income or deductions if required to fulfill the intent of this Section 9.3) will be reallocated among the Members for the Taxable Year of the liquidation (and, if necessary and to the extent that the reallocation of corresponding Tax items is permissible under the Code, prior and subsequent Taxable Years) so as to cause the balances in the Capital Accounts to be in the intended amounts.
9.4
Time for Liquidation. A reasonable amount of time will be allowed for the orderly liquidation of the assets of the LLC and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant on the liquidation.
9.5
Termination. The LLC will terminate when all of the assets of the LLC, after payment of or due provision for all debts, liabilities and obligations of the LLC, have been distributed to the holders of Units in the mariner provided for in this Article IX, and the Certificate has been cancelled in the manner required by the Act.
9.6
Claims of the Members. The Members will look solely to the LLC’s assets for the return of their Capital Contributions, and if the assets of the LLC remaining after payment of or due provision for all debts, liabilities and obligations of the LLC are insufficient to return the Capital Contributions, the Members will have no recourse against the LLC or any other Member (including the Managing Member) or any other Person. No Member with a negative balance in the Member’s Capital Account will have any obligation to the LLC or to the other Members or to any creditor or other Person to restore the negative balance during the existence of the LLC, on dissolution or termination of the LLC, or otherwise.
9.7
Survival of Certain Provisions. Notwithstanding anything to the contrary in this Agreement, the provisions of Sections 8.6, 11.2, 11.7, 11.9, 11.10, 11.11 and 11.12 will survive the termination of the LLC.
ARTICLE X
LIABILITY OF MEMBERS
10.1
Liability of Members.
(a)
Except as otherwise specifically provided by the Act, no Member will be liable for any debt obligation or liability of the LLC or of any other Member or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Member of the LLC.
(b)
Notwithstanding any other provision of this Agreement or any duty otherwise existing at Law or in equity, each Member (including the Managing Member), will, to the maximum extent permitted by Law, including Section 18-1101(d) of the Act, owe no fiduciary duties to the LLC, the other Members or any other Person bound by this Agreement as long as the Members (including the Managing Member) act in accordance with the implied contractual covenant of good faith and fair dealing. Except as expressly provided in this Agreement, whenever in this Agreement a Member is permitted or required to take any action or to make a decision, the Member may take the action or make the decision in its sole discretion, and the Member may consider, and make its determination based on, the interests and factors as it desires. No Member will have any liability to the LLC or the other Members except as provided in this Agreement.
(c)
The Members (including without limitation, the Managing Member) acting under this Agreement will not be liable to the LLC or to any other Member for breach of fiduciary duty for their good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict or eliminate the duties and liabilities of any Member (including without limitation, the Managing Member) otherwise existing at Law or in equity, are agreed by the Members to modify to
that extent the other duties and liabilities of the Members (including without limitation, the Managing Member).
(d)
The Managing Member may consult with legal counsel, accountants and financial or other advisors and any act or omission suffered or taken by the Managing Member on behalf of the LLC or in furtherance of the interests of the LLC in good faith in reliance on and in accordance with the advice of the counsel, accountants or financial or other advisors will be full justification for that act or omission, and the Managing Member will be fully protected in acting or omitting to act so long as the counsel or accountants or financial or other advisors were selected with reasonable care.
(e)
Except as specifically and expressly set forth in
(i)
this Agreement,
(ii)
any other written agreement with the LLC, the Company or any of its Subsidiaries to which a Member or its Affiliate is a party, or
(iii)
the organizational documents of the Company (including the Charter),
the Members and their respective Affiliates may engage in the same or similar business activities or lines of business as the LLC, compete against the LLC, do business with any potential or actual competitor, customer or supplier of the LLC and employ or otherwise engage any officer or employee of the Company.
ARTICLE XI
MISCELLANEOUS
11.1
Amendments and Waivers.
(a)
This Agreement (including the Exhibits) may be amended, supplemented, waived or modified by the written consent of the Managing Member and Members (other than the Managing Member) collectively holding a Percentage Interest equal to at least 66 2/3%, except that no amendment, supplement, waiver or modification will materially and adversely affect a Member’s Units without the written consent of the affected Member. The Managing Member may, without the written consent of any Member or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection with the amendment, supplement or waiver, to reflect:
(i)
any amendment, supplement, waiver or modification that the Managing Member determines to be required to create, authorize or issue any class or series of equity interest in the LLC as permitted by, and in accordance with the terms of, this Agreement, except that no amendment, supplement, waiver or modification will alter or change the powers, preferences or special rights of
Units so as to affect them adversely without the written consent of the affected Member;
(ii)
the admission, substitution or withdrawal of Members in accordance with this Agreement;
(iii)
a change in the name of the LLC, the location of the principal place of business of the LLC, the registered agent of the LLC or the registered office of the LLC;
(iv)
any amendment, supplement, waiver or modification that the Managing Member determines to be required to comply with Law; or
(v)
a change in the Taxable Year of the LLC.
(b)
Notwithstanding the provisions of subsection (a), the Register will be revised from time to time by the Managing Member to reflect the admission of a new Member, the withdrawal or resignation of a Member, and the adjustment of the Units resulting from any Transfer or other disposition of a Unit, in each case that is made in accordance with the provisions hereof.
(c)
No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified in this Agreement) will operate as a waiver of that right, power or privilege, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise of the right, power or privilege, or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement will be cumulative and not exclusive of any rights or remedies provided by Law.
(d)
Except us may be otherwise required by Law in connection with the winding-up, liquidation, or dissolution of the LLC, each Member irrevocably waives any and all rights that it may have to maintain an action for judicial accounting or for partition of any of the LLC’s property.
11.2
Legend.
(a)
All certificates (if any) representing the Units held by each Member will bear a legend substantially in the following form:
The securities represented by this certificate are subject to the Second Amended and Restated Operating Agreement of Clearwire Communications LLC, dated [_________], 2013. No transfer, sale, assignment, pledge, hypothecation or other disposition of the securities represented by this certificate may be made except in accordance with the provisions of the Second Amended and Restated Operating Agreement and (a) under a registration statement effective under the Securities Act of 1933, as amended, or (b) under an exemption from registration thereunder. The holder of the securities represented by this certificate, by acceptance of the
securities, agrees to be bound by all of the provisions of the Second Amended and Restated Operating Agreement.
(b)
(i) On the sale of any Units to a person other than a Permitted Transferee under an effective registration statement under the Securities Act or under Rule 144 under the Securities Act or (ii) on and after the termination of this Agreement, the certificates or book entries representing those Units will be replaced, at the expense of the LLC, with certificates or book entries not bearing the applicable legends required by this Section 11.2, except that the LLC may condition the replacement of certificates or book entries under clause (1) on the receipt of an opinion of securities counsel reasonably satisfactory to the LLC.
11.3
Notices.
(a)
All notices and other communications required or permitted under this Agreement will be in writing and will be deemed effectively given:
(i)
when personally delivered to the party to be notified;
(ii)
when sent by confirmed facsimile if sent during normal business hours of the recipient or, if not, then on the next Business Day, as long as a copy of the notice is also sent via nationally recognized overnight courier, specifying next day delivery, with written verification of receipt;
(iii)
five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or
(iv)
one Business Day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt,
(b)
All communications will be sent to the party’s address as set forth below or at another address that the party has furnished to each other party in writing in accordance with this provision:
If to the LLC or the Managing Member, to:
Clearwire Corporation
6200 Sprint Parkway
Overland Park, Kansas 66251
Attn: Charles R. Wunsch, Vice President
Facsimile: 913-794-1432
If to Sprint, to:
Sprint HoldCo, LLC
6200 Sprint Parkway
Overland Park, Kansas 66251
Attn: Charles R. Wunsch, President
Facsimile: 913-794-1432
If to SN UHC, to:
SN UHC 1, Inc.
6200 Sprint Parkway
Overland Park, Kansas 66251
Attn: Charles R. Wunsch, President
Facsimile: 913-794-1432
11.4
Further Assurances. At any time or from time to time after the Effective Date, the parties will cooperate with each other as may be reasonably requested, and at the request of any other patty, will execute and deliver any further instruments or documents and, to the fullest extent permitted by Law, will take all further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated by this Agreement and to otherwise carry out the agreements and the intent of the parties under this Agreement.
11.5
Entire Agreement. Except as otherwise expressly set forth in this Agreement, this Agreement embodies the complete agreement and understanding among the parties to this Agreement with respect to the subject matter of this Agreement and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, that may have related to the subject matter of this Agreement in any way.
11.6
Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement, will impair any right, power or remedy of any non-breaching and non-defaulting party, nor will it be construed to be a waiver of any breach, default or noncompliance, or any acquiescence in it, or of or in any similar breach, default or noncompliance later occurring. Any waiver, permit, consent or approval of any kind or character on die part of any party to this Agreement of any breach, default or noncompliance under this Agreement or any waiver on that party’s part of any provisions or conditions of this Agreement, must be in writing and will be effective only to the extent specifically set forth in that writing and to the extent permitted under this Agreement. No waiver of any default with respect to any provision, condition or requirement of this Agreement will be deemed to be a continuing waiver in the future or a waiver of any other provision, condition or requirement hereof. All remedies, either under this Agreement, by Law, or otherwise afforded to any party, will be cumulative and not alternative.
11.7
Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement will be governed in all respects by the laws of the State of Delaware. No suit, action or proceeding with respect to this Agreement may be brought in any court or before any similar authority other than in a court of competent jurisdiction in the State of Delaware, and the parties to this Agreement submit to the exclusive jurisdiction of those courts for the purpose of a suit, proceeding or judgment. Each party to this Agreement irrevocably waives any right it may have had to bring an action in any other court, domestic or foreign, or before any similar domestic or
foreign authority. Each of the parties to this Agreement irrevocably and unconditionally waives trial by jury in any legal action or proceeding (including any counterclaim) in relation to this Agreement.
11.8
Severability. When possible, each provision of this Agreement will be interpreted so as to be effective and valid under Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any Law in any jurisdiction, that invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in that jurisdiction as if the invalid, illegal or unenforceable provision had never been contained in this Agreement and the parties to this Agreement will use their Reasonable Best Efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by that provision.
11.9
Enforcement. Each party to this Agreement acknowledges that money damages would not be an adequate remedy if any of the covenants or agreements in this Agreement are not performed in accordance with its terms. If a party seeks an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction to enjoin an alleged breach and enforce specifically the terms and provisions of this Agreement, the other parties will not raise the defense of an adequate remedy at law.
11.10
No Recourse. Neither the LLC nor any Member will, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any Law, seek to hold liable under this Agreement or any documents or instruments delivered in connection with this Agreement, any current or future stockholder, director, officer, employee, general or limited partner or member of any Member or of any Affiliate or assignee thereof. No current or future officer, agent or employee of any Member or any current or future member of any Member or any current or future stockholder, director, officer, employee, partner or member of any Member or of any Affiliate or assignee thereof, will have any personal liability whatsoever for any obligation of any Member under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by mason of those obligations or their creation.
11.11
No Third Party Beneficiaries. This Agreement is entered into solely for the benefit of the LLC and the Members, their respective Permitted Transferees and successors and permitted assigns, and no other Person may exercise any right or enforce any obligation under this Agreement. Without limiting the foregoing, any obligation of the Members to make Capital Contributions to the LLC under this Agreement is an agreement only among the Members and no other person or entity, including the LLC, will have any rights to enforce those obligations.
11.12
Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. This Agreement may be executed by facsimile or pdf signature(s).
11.13
Managing Member Authorization. Each Member, by its execution of this Agreement, authorizes the Managing Member to make, execute, sign, acknowledge, swear to, record and file, in each case, on behalf of the LLC:
(a)
the Certificate and all amendments thereto required or permitted by Law or the provisions of this Agreement;
(b)
all certificates and other instruments deemed advisable by the Managing Member to carry out the provisions of this Agreement and Law or to permit the LLC to continue as a limited liability company or other entity where the Members have limited liability in each jurisdiction where the LLC may be doing business;
(c)
all instruments that the Managing Member deems appropriate to reflect a change or modification of this Agreement or the LLC in accordance with this Agreement, including, without limitation, the admission of additional Members or substituted Members under the provisions of this Agreement;
(d)
all conveyances and other instruments or papers deemed advisable by the Managing Member to effect the liquidation and termination of the LLC in accordance with this Agreement; and
(e)
all fictitious or assumed name certificates required or permitted (in light of the LLC’s activities) to be filed on behalf of the LLC.
[Rest of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement or have caused this Agreement to be duly executed by their respective authorized officers, in each case as of the date first above stated.
Managing Member: | ||
CLEARWIRE CORPORATION | ||
By: | /s/ Timothy P. O’Grady | |
Name: Timothy P. O’Grady | ||
Title: Vice President | ||
Members: | ||
SPRINT HOLDCO, LLC | ||
By: | /s/ Timothy P. O’Grady | |
Name: Timothy P. O’Grady | ||
Title: Vice President | ||
SN UHC 1, Inc. | ||
By: | /s/ Timothy P. O’Grady | |
Name: Timothy P. O’Grady | ||
Title: Vice President |
ANNEX A
Definitions
“2.5 GHz Spectrum” means any spectrum in the 2495-2690 MHz band authorized by the FCC under licenses for BRS or EBS.
“Act” means the Delaware Limited Liability Company Act, as amended from time to time (and any corresponding provisions of succeeding Law).
“Additional Funds” is defined in Section 5.2(b).
“Adjusted Capital Account Balance” means, with respect to any Member, the balance in the Member’s Capital Account after giving effect to the following adjustments: (a) debits to the Capital Account of the items described in Regulations Section 1.704-1(b)(2)(ii)(d)(4-6), and (b) credits to the Capital Account of the Member’s share of LLC Minimum Gain or Member Nonrecourse Debt Minimum Gain or of any amount which the Member would be required to restore under this Agreement or otherwise. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and will be interpreted consistently therewith.
“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with that Person; provided that neither the Company nor any of its Subsidiaries shall be deemed to be an Affiliate of any Member other than the Company.
“Agreement” is defined in the preamble.
“Assignee” is defined in Section 8.1(a).
“beneficial owner” or “beneficially own” has the meaning given in Rule 13d-3 under the Exchange Act and a Person’s beneficial ownership of securities of any Person will be calculated in accordance with the provisions of that Rule, except that for purposes of determining beneficial ownership, no Person will be deemed to beneficially own any security solely as a result of that Person’s execution of this Agreement.
“BRS” means Broadband Radio Service, a radio service licensed by the FCC under Part 27 of Title 47 of the Code of Federal Regulations, as amended and interpreted by the FCC, which can be used to provide fixed and mobile wireless services.
“Built-In Gain” means, with respect to a Former Cleary/ire Asset or a Former Sprint Asset, the excess of the Carrying Value of the property over its adjusted basis to the LLC for U,S, federal income tax purposes immediately after the actual or deemed contribution for U.S. federal income tax purposes of such property to the LLC (disregarding any entities that held such property at the time of such contribution if such entities were then treated as disregarded entities for U.S. federal income tax purposes).
“Business Day” means any day that is not a Saturday. a Sunday or other day that banks are required or authorized by Law to be closed in New York City.
“Capital Account” means the separate capital account maintained for each Member in accordance with Section 5.3.
“Capital Contribution” means, with respect to any Member, the aggregate amount of cash and cash equivalents and the Carrying Value of any property (other than cash and cusp equivalents) contributed to the LLC under Article V, net of any liabilities assumed by the LLC in connection with the contribution or to which the contributed property is subject.
“Carrying Value” means, with respect to any asset of the LLC, the asset’s adjusted basis for U.S. federal income tax purposes, except as provided below.
(a)
The Carrying Value of any asset contributed (or deemed contributed under Regulations Section 1.704-1(b)(1)(iv)) by a Member to the LLC will be the fair market value of the asset at the date of its contribution as determined in good faith by the Managing Member, subject to the review procedures set forth in Section 5.11(e),
(b)
The Carrying Values of all assets of the LLC will be adjusted to equal their respective fair market values as reasonably determined by the Managing Member, in accordance with the rules set forth in Regulations Section 1.704-1(b)(2)(iv)(f), except as otherwise provided in this Agreement, as of:
(i)
the date of the acquisition of any additional Units by any new or existing Member in exchange for more than a de minimis Capital Contribution;
(ii)
the date of the distribution of more than a de minimis amount of assets of the LLC to a Member in redemption of Units; and
(iii)
any other date (A) permitted or (B) required by Regulations;
except that adjustments under clauses (i), (ii), and (iii)(A) above will be made only if the Managing Member reasonably determines that the adjustments are necessary or appropriate to reflect the relative economic interests of the Members. The Carrying Value of any asset of the LLC distributed to any Member will be adjusted immediately before distribution to equal its fair market value. If there is an adjustment to the Carrying Value of any asset,
(A)
the amount of the adjustment will be included as gain or loss in computing book income or loss for purposes of maintaining Capital Accounts under this Agreement, and
(B)
Carrying Value will thereafter be adjusted by the depreciation, amortization or cost recovery subsequently taken into account with respect to the asset for purposes of computing Profits and Losses.
“Certificate” means the certificate of formation of the LLC.
“Charter” means the Second Restated Certificate of Incorporation of the Company, as in effect on the Effective Date and as it may be amended, supplemented or otherwise modified from time to time.
“Class A Common Stock” means Class A common stock, par value $0.0001 per share, of the Company, which is entitled to voting and other rights described in the Charter.
“Class A Common Unit” means a Non-Voting Unit issued under Section 5.1, 7.1, 7.3, 7.4, 7.5. 7.6 or 7.7, designated a Class A Common Unit, with the rights, powers and duties set forth in this Agreement.
“Class B Common Stock” means Class B common stock, par value $0.0001 per share, of the Company, which is entitled to voting and other rights described in the Charter.
“Class B Common Unit” means a Non-Voting Unit issued under Section 5.1, 7.1, 7.3, 7.6, or 7.7, designated a Class B Common Unit, with the rights, powers and duties set forth in this Agreement.
“Clearwire” means Clearwire Corporation, a Delaware corporation.
“Clearwire Pre-Closing Indebtedness” means the indebtedness owed by Clearwire immediately prior to the Merger (as defined in Exhibit A to the Transaction Agreement).
“Clearwire Sub LLC” is defined in Exhibit A to the Transaction Agreement.
“Code” means the Internal Revenue Code of 1986, as amended from time to time.
“Common Stock” means any and all classes of the Company’s common stock as authorized pursuant to the Charter, including the Class A Common Stock and the Class B Common Stock.
“Common Unit” means a Class A Common Unit or a Class B Common Unit.
“Common Unit Exchange Rate” is defined in Section 7.9(a).
“Company” is defined in the preamble.
“Company Board” means the board of directors of the Company.
“Company Disregarded Subsidiary” means a Subsidiary of the Company that is disregarded as separate and apart from the Company for U.S. federal income tax purposes.
“Control” (including the correlative terms “Controlling”, “Controlled by” and “under common Control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
“Disabling Event” means the Managing Member ceasing to be the Managing Member of the LLC under Section 18-402 of the Act.
“Dissolution Event” is defined in Section 9.2.
“EBS” means Educational Broadband Service, a fixed or mobile service, the licensees of which are educational institutions or non-profit educational organizations, and intended primarily for video, data, or voice transmissions of instructional, cultural, and other types of educational material licensed by the FCC under Part 27 of Title 47 of the Code of Federal Regulations, us amended and interpreted by the FCC.
“Effective Date” is defined in the preamble.
“Equity Securities” means any and all shares of common stock of the Company and any securities issued in respect thereof, including
(i)
Common Stock,
(ii)
securities of the Company convertible into, or exchangeable for, shares of Common Stock, and options, warrants or other rights to acquire shares of Common Stock; and
(iii)
any securities issued in substitution for the securities described in clauses (i) and (ii) above in connection with any Recapitalization Event.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Exchange Date” is defined in Section 7.9(b).
“Exchange Notice” is defined in Section 7.9(b).
“Exchange Rate” is defined in Section 7.9(a).
“Exchange Transaction” means a transaction described in Section 7.9(a) or Section 7.9(g).
“Exercisable Rights” is defined in Section 7.6.
“FCC” means the Federal Communications Commission.
“Filing Date” means the date on which the Certificate was filed with the Delaware Secretary of State.
“Former Clearwire Asset” means any asset acquired by Clearwire Sub LLC in the Merger (as defined in Exhibit A to the Transaction Agreement) that, on execution of this Agreement, was deemed contributed to the LLC by the Company under the Transaction Agreement, and will also include any substituted basis property acquired in exchange for such asset in a nonrecognition transaction covered by Regulations Section 1.704-3(a)(8)(i).
“Former Sprint Asset” means any asset acquired by the LLC from Sprint (through the contribution by Sprint to the Company of all of the membership interests in Sprint LLC) under
the Transaction Agreement, and will also include any substituted basis property acquired in exchange for such asset in a nonrecognition transaction covered by Regulations Section 1.704-3(a)(8)(i).
“GAAP” means generally accepted accounting principles, as in effect in the United States of America from time to time.
“Governmental Authority” means any (i) nation, state, county, city, town, village, district or other jurisdiction of any nature; (ii) federal, state, local, municipal, or other government; (iii) governmental or quasi-governmental authority of any nature; or (iv) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or Taxing power or authority of any nature.
“Hedging Transactions” means engaging in short sales, zero cost collars, equity swaps, prepaid variable forward contracts, or the purchase and sale of puts and calls or other derivative securities, so long as (i) the applicable Member retains beneficial ownership of the Equity Securities underlying such Hedging Transactions within the meaning of Rule 13d-3 of the Exchange Act and (ii) such Hedging Transactions are not permitted to be settled in securities, and are settled solely in cash.
“Holding Company Exchange” is defined in Section 7.9(g).
“Holding Company Transfer” is defined in Section 8.8.
“Incapacity” means, with respect to a Managing Member, the dissolution and liquidation of that Person.
“Incentive Plan” means any equity incentive or similar plan or agreement under which the Company may issue shares of Class A Common Stock or other Equity Securities to existing and former directors, officers, employees and other Persons providing services to the Company and its Subsidiaries from time to time.
“Law” means any applicable foreign or domestic, federal, state or local, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, judgment, decree, injunction or requirement of any Governmental Authority or any arbitration tribunal.
“Liquidation Agent” is defined in Section 9.3.
“LLC” is defined in the preamble.
“LLC Minimum Gain” has the meaning given to the term “partnership minimum gain” in Regulations Sections 1.704-2(b)(2) and 1.704-2(d).
“Managing Member” means the Company or any successor Managing Member admitted to the LLC in accordance with the terms of this Agreement, in its capacity as Managing Member of the LLC.
“Member” means, at any time, each person listed as a Member (including the Managing Member) on the books and records of the LLC, in each case for so long as he, she or it remains a Member as provided under this Agreement; provided that each Assignee shall be deemed to be a “Member” for all purposes of the Designated Provisions (defined below), including to the extent that the defined term “Member” is used in another defined term (e.g., “Percentage Interest.”) that appears in any of the Designated Provisions. As used in this definition, “Designated Provisions” means the following provisions of this Agreement: Article IV; Article V (other than Section 5.11, except to the extent required by Law); Section 7.5(e); Section 7.5(f) and Section 9.3.
“Member Nonrecourse Debt Minimum Gain” means “partner nonrecourse debt minimum gain” as defined in Regulations Section l.704-2(i)(2).
“Member Nonrecourse Deductions” has the meaning ascribed to the term “partner nonrecourse deductions” in Regulations Section 1.704-2(i)(2).
“Nonrecourse Deductions” is defined in Regulations Section 1.704-2(b), The amount of Nonrecourse Deductions of the LLC for a Taxable Year equals the net increase, if any, in the amount of LLC Minimum Gain of the LLC during that Taxable Year, determined according to the provisions of Regulations Section 1.704-2(c).
“Non-Voting Units” are Units that have no right to vote on any matter reserved for the Members’ approval, consent or consideration.
“Par Value” means, with respect to shares of Class A Common Stock and Class B Common Stock, 50.0001 per share, as adjusted for Recapitalization Events.
“Partially Adjusted Capital Account Balance” means, with respect to any Member, the balance in the Member’s Capital Account after crediting the Capital Account of such Member with its share of LLC Minimum Gain, Member Nonrecourse Debt Minimum Gain and any amount which the Member would be required to restore under this Agreement or otherwise.
“Partnership Subsidiary” means any entity taxable as a partnership for U.S. federal income tax purposes
(i)
in which the LLC holds an ownership interest and
(ii)
that is considered an Affiliate of the LLC.
“Percentage Interest” means, with respect to any Member at a specified time, the quotient obtained by dividing the number of Non-Voting Units owned by that Member at such time by the number of Non-Voting Units owned by all Members at such time.
“Permitted Transferee” means Sprint Nextel, the Company, a direct or indirect wholly owned Subsidiary of Sprint Nextel or the Company, or a Person under direct or indirect common Control with Sprint Nextel or the Company.
“Person” means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, estate, unincorporated organization, government or any agency or political subdivisions thereof.
“Profits” and “Losses” means, for each Taxable Year or other period, an amount equal to the LLC’s taxable income or loss for that year or period, determined in accordance with Code Section 703(a) and for this purpose, all items of income, gain, loss or deduction required to be stated separately under Code Section 703(a)(I ) will be included in taxable income or loss, with the following adjustments:
(iv)
any income of the LLC that is exempt from U.S. federal income taxation and not otherwise taken into account in computing Profits and Losses under this definition will be added;
(v)
any items of expenditure of the LLC described in Code Section 705(a)(2)(B) or items of expenditure treated as Code Section 705(a)(2)(B) expenditures under Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses under this definition, will be subtracted;
(vi)
if the Carrying Value of any property is adjusted under clause (b)(i), (b)(ii), or (b)(iii) of that definition, the amount of the adjustment will be taken into account as gain or loss from the disposition of the property for purposes of computing Profits or Losses;
(vii)
gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for U.S. federal income tax purposes will be computed by reference to the Carrying Value of the property disposed of, notwithstanding that the adjusted Tax basis of the property differs from its Carrying Value;
(viii)
to the extent an adjustment to the adjusted Tax basis of any LLC asset under Code Section 734(b) or Code Section 743(b) is required under Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s interest in the LLC, the amount of the adjustment will be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and will be taken into account for purposes of computing Profits or Losses; and
(ix)
if the Carrying Value of any asset differs from its adjusted Tax basis for U.S. federal income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to that asset for purposes of determining Profits and Losses will be an amount that bears the same ratio to the Carrying Value as the U.S. federal income Tax depreciation, amortization or other cost recovery deductions bears to the adjusted Tax basis (except that if the U.S. federal income Tax depreciation, amortization or other cost recovery deduction is zero, the Managing Member may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profits and Losses).
Notwithstanding any other provision of this definition, any items that are specially allocated under Sections 5.5 and 5.6 will not be taken into account in computing Profits or Losses.
“Reasonable Best Efforts” means the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to achieve that result as expeditiously and as reasonably as possible.
“Recapitalization Event” means a split, reverse split, combination, reclassification, recapitalization, dividend, in each case of stock or Units, or similar transaction.
“Register” is defined in Section 5.1.
“Regulations” means the income Tax Regulations, including Temporary Regulations, promulgated under the Code, as the Regulations may be amended (including corresponding provisions of succeeding regulations).
“Regulatory Allocations” is defined in Section 5.6.
“Reverse 704(c) Laver” is defined in Section 5.8(b).
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“SN UHC” is defined in the preamble.
“Sprint” is defined in the preamble.
“Sprint LLC” is defined in Exhibit A to the Transaction Agreement.
“Sprint Nextel” means Sprint Nextel Corporation, a Kansas corporation, and any of its successors or assigns.
“Sprint Pre-Closing Financing” is defined in Section 1.2 of the Transaction Agreement.
“Sprint Remedial Assets” is defined in Section 5.8(a).
“Sprint Traditional Assets” is defined in Section 5.8(a).
“Subsidiary” means, with respect to any entity.
(i)
any corporation of which a majority of the securities entitled to vote generally in the election of directors thereof, at the time as of which any determination is being made, are owned by such entity, either directly or indirectly, and
(ii)
any joint venture, general or limited partnership, limited liability company or other legal entity in which such entity is the record or beneficial owner, directly or indirectly, of a majority of the voting interests or the general partner or managing member.
“Tax Matters Member” is defined in Section 5.11(a).
“Tax” or “Taxes” means any federal, state, local, or foreign taxes, assessment, duties, fees, levies, imposts, deductions, or withholdings, including income, gross receipts, ad valorem, value added, excise, real or personal property, asset, sales, use, license, payroll, transaction, capital, net worth, franchise taxes, estimated, withholding, employment, social security, workers compensation, environmental, utility, severance, production, unemployment compensation, occupation, premium, windfall profits. transfer, gains, or other tax or governmental charge of any nature whatsoever, imposed by any taxing authority of any country, and any liabilities with respect thereto, including any penalties, additions to tax. fines or interest thereon and includes any liability for Taxes of another person by contract, as a transferee or successor, under Regulations Section 1.15024 or analogous state, local or foreign Law provision or otherwise.
“Taxable Year” means the calendar year, or such other year as may be required under Code Section 706(d).
“Transaction Agreement” means the Transaction Agreement and Plan of Merger dated as of May 7, 2008, among Sprint Nextel, Intel Corporation, a Delaware corporation, Comcast Corporation, a Pennsylvania corporation, Time Warner Cable Inc., a Delaware corporation, Bright House Networks, LLC, a Delaware limited liability company, Google Inc., a Delaware corporation, and Clearwire.
“Transfer” (including the terms “Transferring” and “Transferred”) means, directly or indirectly, in one transaction or a series of related transactions, to sell, transfer, assign, or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, or similar disposition of, any Units beneficially owned by a Person or any interest in any Units beneficially owned by a Person (including any arrangement to provide another Person the economic performance of all or any portion of such Units (including by means of any option, swap, forward or other contract or arrangement the value of which is linked in whole or in part to the value of such Units)); provided that a Transfer will not include (i) any Hedging Transaction or (ii) any pledge, encumbrance or hypothecation of any Units incurred or effected in connection with a financing transaction unless and until such Units are Transferred as a result of a foreclosure or similar action, so long as the following conditions are satisfied: (x) in connection with any such pledge, encumbrance or hypothecation, the applicable Member will cause the pledgee or other lienor with respect to such Units to hold such Units subject to this Agreement and (y) without limiting the generality of the foregoing, in the event of a foreclosure or similar action the pledgee or other Honor will be required to comply, and will comply, in all respects with this Agreement.
“Transfer Agent” is defined in Section 7.9(b).
“Transferee” means any Person to whom any Units are Transferred. “Transfer Entities” is defined in Exhibit A to the Transaction Agreement. “Transferor” means any Person that Transfers Units.
“Unit Holding Company” means SN UHC, SN UHC 2, Inc., a Delaware corporation, SN UHC 3, Inc., a Delaware corporation, SN UHC 4, Inc., a Delaware corporation, SN UHC 5, Inc., a Delaware corporation or any other entity reasonably determined by the Managing Member.
“Unit Holding Company Stockholder” is defined in Section 7.9(g).
“Units” means units authorized in accordance with this Agreement, which constitute interests in the LLC as provided in this Agreement and under the Act, entitling the holders thereof to the relative rights, title and interests in the profits, losses, deductions and credits of the LLC at any particular time as set forth in this Agreement, and any and all other benefits to which a holder thereof may be entitled as a Member under this Agreement, together with the obligations of the Member to comply with all terms and provisions of this Agreement.
“Unit Exchange Rate” is defined in Section 7.9(a).
“Voting Units” means the Units that entitle the holder to cast one vote for each Unit on all matters reserved for the Members’ approval, consent or consideration under this Agreement or the Act.
“Wireless Broadband Business” is defined in Section 2.6(d).
“Withheld Taxes” is defined in Section 5.9(a).
“Withholding Loan” is defined in Section 5.9(a).
EXHIBIT A
MEMBERS; UNITS; PERCENTAGE INTERESTS
Member |
Initial Number of
Voting Units |
Initial Number of
Non-Voting Units (Identified by Class of Unit) |
Initial Percentage
Interest |
Managing Member | |||
Clear Corporation | 1,473,784,979 |
823,197,119
|
55.855985% |
Members | |||
Sprint HoldCo, LLC
|
647,859,348
(Class B) |
43.958879% | |
SN UHC 1, Inc.
|
2,728,512
|
0.185136% |
EXHIBIT B
Assignment and Assumption Agreement
(__________________)
This Assignment and Assumption Agreement (this “Assignment and Assumption Agreement”) is made as of the date written below by the undersigned (the “Transferee”) in accordance with the Second Amended and Restored Operating Agreement of Clearwire Communications LLC dated as of ___________, 2013 (as amended from time to time, the “Operating Agreement”) among ____________. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Operating Agreement.
The Transferee hereby acknowledges, agrees and confirms that, by its execution of this Assignment and Assumption Agreement, and upon consummation of the acquisition or Transfer, as applicable of Units, the Transferee will be a Member and will be subject to all rights and obligations of a Member owning the acquired Units or the Transferor Member, as applicable, under the Operating Agreement. The Transferee hereby entitles, as of the date hereof, and agrees to be found by, all of the terms, provisions and conditions contained in the Operating Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Assignment and Assumption Agreement as of the date written below.
Date: _______________________
[TRANSFEREE] | |||
By: | |||
Name: | |||
Title: | |||
EXHIBIT C
Form of Assignee Agreement
Under the Second Amended and Restated Operating Agreement of Clearwire Communications LLC, dated as of _________, 2013 (the “Operating Agreement”), by and between _____________, the undersigned agrees that, having acquired Units from ______________ (the “Transferor”) as permitted by the terms of the Operating Agreement, the undersigned will comply with, and assumes the obligations of the Transferor under, Sections 8.1 and 8.3 of the Operating Agreement with respect to the Transferred Units. The undersigned represents that at least one of the following statements is true and will continue to be true throughout the period during which the undersigned holds Units:
(a)
The undersigned is not a partnership, grantor trust or S corporation (as determined for U.S. federal income tax purposes) (any such entity being referred to herein as a “Flow-Through Entity”);
(b)
The undersigned is a Flow-Through Entity and, with regard to each Beneficial Owner (as defined below) of the undersigned, a principal purpose for the establishment of the undersigned or use of the undersigned to own the Units does not include avoidance of the 100-partner limitation set forth in Treasury Regulation Section 1.7704-1(hX1)(ii), For purposes of this Agreement, the term “Beneficial Owner” shall mean, with respect to the undersigned, any person that holds an equity interest in the undersigned, either directly or indirectly through a nominee, agent and/or through one or more entities that are Flow-Through Entities; or
(c)
The undersigned is a Flow-Through Entity and, with regard to each Beneficial Owner, not more than 50 percent of the value of such Beneficial Owner’s interest in any Flow-Through Entity is attributable to such Flow-Through Entity’s direct or indirect interest in the LLC.
Capitalized terms used but not defined in this Agreement have the meanings assigned to them in the Operating Agreement.
Listed below is information regarding the Units:
Number and Class of Units
C-1
Exhibit 3.61
STATE OF NEVADA
OFFICE OF THE
SECRETARY OF STATE
Articles of Organization
Limited-Liability Company
(Pursuant to NRS 86)
1. | Name of Limited-Liability Company: Clearwire Hawaii Partners Spectrum, LLC. |
2. | Resident Agent Name and Street Address: CSC Services of Nevada, Inc. |
502 East John Street, Carson City, Nevada 89706.
3. | Dissolution Date (Optional): |
4. | Management: Company shall be managed by Members. |
5. | Names Addresses of Manager(s) or Members: |
Clearwire Hawaii Partners LLC
5808 Lake Washington Boulevard NE, Suite 300
Kirkland, WA 98033
6. | Names, Addresses and Signatures of Organizers: |
Jason Mills | /s/ Jason Mills |
1501 4th Avenue, Suite 2600
Seattle, WA 98101-1688
7. | Certificate of Acceptance of Appointment of Resident Agent: |
I hereby accept appointment as Resident Agent for the above named limited-liability company.
CSC Services of Nevada, Inc.
By: | /s/ |
Authorized Signature of R.A. or on Behalf of R.A. Company
Exhibit 3.62
LIMITED LIABILITY COMPANY AGREEMENT
OF
CLEARWIRE HAWAII PARTNERS SPECTRUM, LLC
(a Nevada Limited Liability Company)
Dated and Effective
as of
September 9, 2006
TABLE OF CONTENTS
1. | Articles of Organization | 4 | |
2. | Name | 4 | |
3. | Purpose | 4 | |
4. | Term | 4 | |
5. | Principal Place of Business | 4 | |
6. | Registered Office and Resident Agent | 4 | |
7. | Member | 4 | |
8. | Management | 5 | |
9. | Financial Matters | 5 | |
9.1. | Capital Contribution | 5 | |
9.2. | Distributions | 5 | |
9.3. | Federal Income Tax Reporting | 5 | |
10. | Accounting and Records | 5 | |
11. | Dissolution and Liquidation | 5 | |
11.1. | Events of Dissolution | 5 | |
11.2. | Liquidation Upon Dissolution and Winding Up | 6 | |
11.3. | Member Dissociation and Successors | 6 | |
12. | Limitation of Liability | 6 | |
13. | Indemnification | 6 | |
13.1. | Right to Indemnification | 6 | |
13.2. | Right to Advancement of Expenses | 7 | |
13.3. | Right of Indemnitee to Bring Suit | 8 | |
13.4. | Non-Exclusivity of Rights | 8 |
13.5. | Insurance | 8 | |
13.6. | Indemnification of Employees and Agents of the Company | 8 | |
14. | Miscellaneous | 8 | |
14.1. | Assignment | 8 | |
14.2. | Governing Law | 9 | |
14.3. | Amendments | 9 | |
14.4. | Construction | 9 | |
14.5. | Headings | 9 | |
14.6. | Waivers | 9 | |
14.7. | Severability | 9 |
14.8. | Heirs, Successors and Assigns | 9 | |
14.9. | Creditors | 9 |
LIMITED LIABILITY COMPANY AGREEMENT
of
CLEARWIRE HAWAII PARTNERS SPECTRUM, LLC
(a Nevada Limited Liability Company)
THIS LIMITED LIABILITY COMPANY AGREEMENT, dated September 9, 2006, is made by and between Clearwire Hawaii Partners Spectrum, LLC (the “Company”) and Clearwire Hawaii Partners LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).
1. Articles of Organization. Articles of Organization were filed on September 8, 2006.
2. Name. The name of the Company is “Clearwire Hawaii Partners Spectrum, LLC.”
3. Purpose. The principal purpose and business of the Company is to engage in all lawful activities permitted to be conducted by a limited liability company under Chapter 86 of the Nevada Revised Statutes (the “Act”), and to exercise all other powers necessary or reasonably connected or incidental to such purpose and business that may be legally exercised by the Company.
4. Term. The term of the Company shall continue until the Company is dissolved in accordance with Section 11.
5. Principal Place of Business. The principal place of business of the Company shall be 5808 Lake Washington Boulevard NE, Suite 300, Kirkland, Washington 98033. The Member may relocate the principal place of business or establish additional offices from time to time.
6. Registered Office and Resident Agent. The Company’s initial resident agent and the address of its initial registered office are as follows:
Name | Address | |
CSC Services of Nevada, Inc. |
502 East John Street
Carson City, Nevada 89706 |
The Member may change the registered office and resident agent from time to time by filing a certificate of change of resident agent as required by NRS 86.235.
7. Member. The name and address of the Member are as follows:
Name | Address | |
Clearwire Hawaii Partners LLC |
5808 Lake Washington Blvd NE
Suite 300 Kirkland, Washington 98033 |
8. Management. The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the Act. In connection with the foregoing, the Member is hereby authorized and empowered to act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and to delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise on such terms and conditions as the Member may determine) in other entities, including as a partner of a partnership, a member of a limited liability company and a stockholder of a corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.
9. Financial Matters.
9.1. Capital Contribution. The Member has contributed those assets set forth on Exhibit A, and is not required to make any additional capital contribution.
9.2. Distributions. The Member may, in its discretion, cause the Company to make distributions to the Member from time to time as permitted by the Act.
9.3. Federal Income Tax Reporting. At all times when there is only one Member, all items of income, gain, loss, deduction and credit of the Company shall be reported on the Member’s federal income tax return.
10. Accounting and Records. The Company shall maintain records and accounts of all of its operations and expenditures. At a minimum the Company shall maintain the following records at an office in the state of Nevada:
(a) a current list of the full name and last known business address of each Member and manager, separately identifying the Members in alphabetical order and the managers, if any, in alphabetical order;
(b) a copy of the filed articles of organization and all amendments thereto, together with signed copies of any powers of attorney pursuant to which any record has been signed; and
(c) copies of any then effective operating agreement of the company.
11. Dissolution and Liquidation.
11.1. Events of Dissolution. The Company shall dissolve upon the earlier of:
(a) the written statement of the Member; or
(b) the sale, transfer or other disposition of all or substantially all of the Company’s assets unless otherwise determined by the Member in writing; or
(c) if the charter of the Company is revoked and the Company’s right to transact business is forfeited pursuant to NRS 86.274, unless the Company is reinstated pursuant to NRS 86.276.
(d) upon entry of a decree of judicial dissolution pursuant to NRS 86.495.
11.2. Liquidation Upon Dissolution and Winding Up. Upon the dissolution of the Company, the Member shall wind up the affairs of the Company. A full account of the assets and liabilities of the Company shall be taken. The assets shall be promptly liquidated and the proceeds thereof applied as required by the Act. Upon discharging all debts and liabilities, all remaining assets shall be distributed to the Member or the Member’s representative.
11.3. Member Dissociation and Successors. Except as otherwise provided in this Agreement, the death, retirement, resignation, expulsion, bankruptcy, dissolution or dissociation of a member or any other event affecting a member, including, without limitation, a sole member, does not terminate the status of the person as a member or cause the limited-liability company to be dissolved or its affairs to be wound up. Upon the occurrence of such an event, the business of the Company shall be continued by such member’s successor, and such successor may admit additional members and amend this Agreement.
12. Limitation of Liability. To the fullest extent permitted by the Act or any other applicable law currently or hereafter in effect, no Member, manager or officer of the Company will be personally liable to the Company or its Member for or with respect to any acts or omissions in the performance of his or her duties as a Member, manager or officer of the Company. Any repeal or modification of the Act or this Section 12 will not adversely affect any right or protection of the Member, manager or officer with respect to any act or omission occurring in whole or in part prior to such repeal or modification.
13. Indemnification.
13.1. Right to Indemnification. Each individual who was or is a party or is threatened to be made a party to or is otherwise involved in, any action, suit or proceeding, whether pending or threatened, whether civil, criminal, administrative or investigative and whether brought by or in the right of the Company or otherwise (a “Proceeding”), by reason of the fact that such individual is or was a Member, manager or officer of the Company, or is or was a manager or officer of the Company and is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, (an “Indemnitee”) shall be indemnified and held harmless by the Company to the fullest extent permitted by the Act, as same exists or may hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment) against all expenses, liability and loss (including, without limitation, attorneys’ fees and expenses, judgments, fines, excide taxes or penalties pursuant to the Employee Retirement Income Security Act of 1974, as
amended, and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith.
The right to indemnification shall extend to the heirs, executors, administrators and estate of any such Member, manager or officer. The right to indemnification provided in this Section 13.1: (a) will not be exclusive of any other rights to which any individual seeking indemnification may otherwise be entitled, including without limitation, pursuant to any contract approved by the Member or a majority of the Board of Directors of the Member (the “Board”), (whether or not the directors approving such contract are or are to be parties to such contract or similar contracts); and (b) will be applicable to matters otherwise within its scope whether or not such matters arose or arise before or after the adoption of this Section 13.1. Without limiting the generality of the foregoing, the Company may adopt resolutions, or enter into one or more agreements with any individual, that provide for indemnification greater or otherwise different than provided in this Section 13.1 or the Act and any such agreement approved by the Member will be a valid and binding obligation of the Company regardless of whether one or more members of the Board, or all of the Board, are parties thereto or to similar agreements. Notwithstanding anything to the contrary in this Section 13.1, in the event that the Company enters into a contract with any individual providing for indemnification of such individual, the provisions of that contract will exclusively govern the Company’s obligations in respect of indemnification for or advancement of fees or disbursements of that individual’s attorney(s) and any other professional engaged by that individual. Any amendment or repeal of, or adoption of any provision inconsistent with this Section 13.1 will not adversely affect any right or protection existing hereunder, or arising out of events occurring or circumstances existing, in whole or in part, prior to such amendment, repeal or adoption, and no such amendment, repeal or adoption will affect the legality, validity or enforceability of any contract entered into or right granted prior to the effective date of such amendment, repeal or adoption.
Pursuant to NRS 86.431, any indemnification under NRS 86.411 or 86.421, unless ordered by a court or advanced pursuant to NRS 86.441, may be made by the Company only as authorized in the specific case by the Member that indemnification is proper in the circumstances.
13.2. Right to Advancement of Expenses. The right to indemnification conferred in Section 13.1 shall include the right to be paid by the Company the expenses (including, without limitation, attorneys’ fees and expenses) reasonably incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the Act so requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a Member, manager or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 13.2 or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Sections 13.1 and 13.2 shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a Member, manager or officer and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and estate.
13.3. Right of Indemnitee to Bring Suit. If a claim under Sections 13.1 and 13.2 is not paid in full by the Company within 60 calendar days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (b) any suit brought by the Company it shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Act. Neither the failure of the Company (including the Member or independent legal counsel) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Act, nor an actual determination by the Company (including the Member or independent legal counsel) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Section 13 or otherwise shall be on the Company.
13.4. Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Section 13 shall not be exclusive of any other right which any individual may have or hereafter acquire under any statute, this Agreement, any other agreement, any resolutions of the Member, or otherwise.
13.5. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Member, manager, trustee, officer, employee or agent of the Company or another corporation, partnership, joint venture, trust or other enterprise against any expenses, liability or loss, whether or not the Company would have the power to indemnify such individual against such expense, liability or loss under the Act.
13.6. Indemnification of Employees and Agents of the Company. The Company may, to the extent authorized from time to time by the Member, grant rights to indemnification and to the Advancement of Expenses to any employee or agent of the Company to the fullest extent of the provisions of this Section 13 with respect to the indemnification and Advancement of Expenses of the Member, manager or officers of the Company.
14. Miscellaneous.
14.1. Assignment. The Member may assign in whole or in part its membership in the Company.
14.2. Governing Law. This Agreement shall be construed and enforced in accordance with the internal laws of the State of Nevada, including without limitation, the Act.
14.3. Amendments. This Agreement may not be amended except by the written agreement of the Member.
14.4. Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.
14.5. Headings. The headings in this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement.
14.6. Waivers. The failure of any person to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.
14.7. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.
14.8. Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.
14.9. Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.
Executed as of the date first above written by the undersigned.
COMPANY: |
CLEARWIRE HAWAII PARTNERS
SPECTRUM, LLC, a Nevada Limited Liability company |
By | CLEARWIRE HAWAII PARTNERS LLC, a Delaware limited liability company, Its Member |
By | CLEARWIRE US LLC, Its Manager |
By | /s/ Scott Hopper |
Print Name:
|
Scott Hopper |
Title: | Vice President |
SOLE MEMBER: | CLEARWIRE HAWAII PARTNERS, a Delaware limited liability company |
By | CLEARWIRE US LLC, Its Manager |
By | /s/ Scott Hopper |
Print Name:
|
Scott Hopper |
Title: | Vice President |
EXHIBIT A
CLEARWIRE HAWAII PARTNERS SPECTRUM, LLC
CAPITAL CONTRIBUTION
Spectrum consisting of the following (leases and licenses):
Market | Channel(s) | Licensee/Lessor Name | Call Sign or File Number | Owned or Leased |
Honolulu | A1234 | Sacred Hearts Academy | WNC786 | Leased |
Honolulu | BRS1 | WC Wireless | WMY434 | Leased |
Honolulu | BRS2A | Craig Wireless Honolulu, Inc. | WMY435 | Owned |
Honolulu | BTA | Craig Wireless Honolulu, Inc. | B192 | Owned |
Honolulu | E1234 | Moloka’i Network Corporation | WMX211 | Leased |
Honolulu | F1234 | Craig Wireless Honolulu, Inc. | WHT718 | Owned |
Honolulu | H1 | Craig Wireless Honolulu, Inc. | WNTH954 | Owned |
Honolulu | H2 | Craig Wireless Honolulu, Inc. | WNTI201 | Owned |
Honolulu | H3 | Craig Wireless Honolulu, Inc. | B192 | Owned |
Maui | A123 | HITN Maui, LLC | WNC807 | Leased |
Maui | BRS1 | Fixed Wireless Holdings, LLC | B222 | Owned |
Maui | BRS2A | Fixed Wireless Holdings, LLC | B222 | Owned |
Maui | BTA | Fixed Wireless Holdings, LLC | B222 | Owned |
Maui | C1234 | Seabury Hall School | WNC226 | Leased |
Maui | D1234 | Saint Anthony Jr. Sr. High School | WLX793 | Leased |
Maui | F1234 | Phillip D. Perry | WMH484 | Owned |
Maui | H1 | Fixed Wireless Holdings, LLC | WNTH468 | Owned |
Maui | H2 | Fixed Wireless Holdings, LLC | WNTH288 | Owned |
Maui | H3 | Fixed Wireless Holdings, LLC | WNTH270 | Owned |
|
X
|
1 or more members
|
|
|
|
A class or classes of members
|
|
|
|
1 or more managers
|
|
|
|
A class or classes of managers
|
/s/ Jillian Harrison
|
|
(Signature of Organizer)
|
|
Jillian Harrison
|
|
(Print or type name of Organizer)
|
Name
|
Address
|
Corporation Services Company
|
80 State Street
Albany, NY 12207-2543
|
Name
|
Address
|
Clearwire Communications LLC
|
1475 120th Ave NE
Bellevue, WA 98005
|
COMPANY:
|
CLEARWIRE IP HOLDINGS LLC,
a New York limited liability company
|
By: CLEARWIRE COMMUNICATIONS LLC,
a Delaware limited liability company,
Its member
|
|
By:
|
/s/ Steven A. Ednie
|
Printed Name:
|
Steven A. Edne
|
Title:
|
Chief Accounting Officer
|
||
|
SOLE MEMBER:
|
CLEARWIRE COMMUNICATIONS LLC, a Delaware limited liability company
|
|
By:
|
/s/ Steven A. Ednie
|
Printed Name:
|
Steven A. Edne
|
Title:
|
Chief Accounting Officer
|
Exhibit 3.65
STATE OF DELAWARE
CERTIFICATE OF FORMATION
OF
CLEARWIRE MERGERSUB LLC
The undersigned, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, hereby adopts the following Certificate of Formation.
1. | The name of the limited liability company is: Clearwire MergerSub LLC. |
2. | The name of the registered agent of the limited liability company is: Corporation Service Company. |
3. | The address of its registered office in the State of Delaware is: |
2711 Centerville Road, Suite 400
Wilmington, DE 19808
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Clearwire MergerSub LLC this 14th day of May, 2008.
/s/ Lonna Beebe | |
Lonna Beebe, Authorized Person |
CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF FORMATION
OF
CLEARWIRE MERGERSUB LLC
The undersigned, for the purposes of amending its Certificate of Formation under the Delaware Limited Liability Company Act, hereby adopts the following Certificate of Amendment:
1, | The name of the limited liability company is Clearwire Mergersub LLC. |
2. | Item number l of the Certificate of Formation of this limited liability company is hereby amended as follows: |
The name of the limited liability company is: Clearwire Sub LLC.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Certificate of Formation this 14th day of October, 2008.
CLEARWIRE MERGERSUB LLC | ||
By: | Clearwire Communications LLC, its Manager |
By: | New Clearwire Corporation, its Managing Member |
By: | /s/ Broady Hodder | |
Broady Hodder | ||
Vice President, Secretary and General Counsel |
CERTIFICATE OF MERGER.
OF
CLEARWIRE CORPORATION
a Delaware corporation
INTO
CLEARWIRE SUB LLC
a Delaware limited liability company
(Under Section 264 of the Delaware General Corporation Law and
Section 18-209 of the Delaware Limited Liability Company Act)
Pursuant to the provisions of Title 8, Section 264 of the Delaware General Corporation Law and Title 6, Chapter 18, Section 209 of the Delaware Limited Liability Company Act, Clearwire Sub LLC, a Delaware limited liability company (“MergerSub”), executes and files this Certificate of Merger for the purpose of merging Clearwire Corporation, a Delaware corporation (“Clearwire Corporation”), with and into MergerSub and does hereby certify:
FIRST: The name and state of formation or organization of each of the constituent entities which is to merge are as follows:
Name |
Jurisdiction of
|
Clearwire Sub LLC Clearwire Corporation |
Delaware
Delaware |
SECOND: The name of the surviving Delaware limited liability company is Clearwire Sub LLC.
THIRD: A Transaction Agreement and Plan of Merger dated as of May 7, 2008 (as amended, the “Merger Agreement”) has been approved, adopted, certified, executed and acknowledged by each of the constituent entities pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law and Title 6, Chapter 18, Section 209 of the Delaware Limited Liability Company Act.
FOURTH: The Certificate of Formation of MergerSub, as now in force and effect, shall continue to be the Certificate of Formation of the surviving Delaware limited liability company.
FIFTH: The Limited Liability Company Agreement of MergerSub, as now in force and effect, shall continue to be the Limited Liability Company Agreement of the surviving Delaware limited liability company.
SIXTH: The current officers and manager of MergerSub shall continue to be the officers and manager of the surviving Delaware limited liability company.
SEVENTH: The merger of Clearwire Corporation into MergerSub shall be effective on November 28, 2008 at 1:15 a.m. Eastern Standard Time.
EIGHTH: The executed Merger Agreement is on file at 4400 Carillon Point, Kirkland, WA 98033, the office of the surviving Delaware limited liability company.
NINTH: A copy of the Merger Agreement will be furnished by the surviving Delaware limited liability company, on request and without cost, to any stockholder or member of any constituent entity.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Merger this 26th day of November, 2008.
CLEARWIRE SUB LLC, a Delaware limited liability company |
||
By: | CLEARWIRE COMMUNICATIONS LLC, its Manager |
/s/ Hope Cochran | |
Name: Hope Cochran | |
Title: Senior Vice President, Finance and Treasurer |
[Signature Page to the Certificate of Merger]
State of Delaware
Certificate of Amendment
1. | Name of Limited Liability Company: Clearwire Sub LLC | |
_____________________________________________________________________________________________________________________ |
2. | The Certificate of Formation of the limited liability company is hereby amended as follows: |
Request to change name to:
Clearwire Legacy LLC
|
IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 1 day of December , A.D. 2008 .
By | Clearwire Communications LLC, its manager, |
By: | /s/ Jillian Harrison | |
(Authorized Person)
|
Name: |
Jillian Harrison
|
Assistant Secretary | |
Print or Type |
State of Delaware
Certificate of Merger of a Foreign Limited Liability Company
into a Domestic Limited Liability Company
Pursuant to Title 6, Section 19-209 of the Delaware Limited Liability Company Act
First: The name of the surviving Limited Liability Company is Clearwire Legacy LLC , a Delaware Limited Liability Company.
Second: The name of the Limited Liability Company being merged into this surviving Limited Liability Company is Clearwire Telecommunications Services, LLC. The jurisdiction in which this Limited Liability Company was formed is Nevada.
Third; The Agreement of Merger has been approved and executed by both Limited Liability Companies:
Fourth: The name of the surviving Limited Liability Company is Clearwire Legacy LLC.
Fifth: The executed agreement of merger is on file at 6200 Sprint Parkway, Overland Park, KS 66251 , the principal place of business of the surviving Limited Liability Company.
Sixth: A copy of the agreement of merger will be furnished by the surviving Limited Liability Company on request, without cost, to any member of the Limited Liability Company or any person holding an interest in any other business entity which is to merge or consolidate.
IN WITNESS WHEREOF, said Limited Liability Company has caused this certificate to be signed by an authorized person, this 28th day of November, A.D. 2017.
By: | /s/ Stefan K. Schnopp | |
(Authorized Person) |
Name:
|
Stefan K. Schnopp, Vice President | |
Print or Type |
Exhibit 3.66
LIMITED LIABILITY COMPANY AGREEMENT
OF
CLEARWIRE MERGERSUB LLC
(a Delaware Limited Liability Company)
Dated and Effective
as of
May 14, 2008
LIMITED LIABILITY COMPANY AGREEMENT
of
CLEARWIRE MERGERSUB LLC
(a Delaware Limited Liability Company)
THIS LIMITED LIABILITY COMPANY AGREEMENT, dated May 14, 2008, is made by and between Clearwire MergerSub LLC (the “Company”) and Clearwire Venture LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”). The Company is formed as a Delaware limited liability company under the Delaware Limited Liability Company Act, 6 Del.C. § 18-101 et seq., as it may be amended from time to time, and any successor to such statute (the “Act”).
1. Certificate of Formation. A Certificate of Formation was filed on May 14, 2008, stated to be effective upon filing, the date on which the term of the Company shall begin. The Company has been formed under the provisions of the Act for the purposes and on the terms set forth in this Agreement.
2. Name. The name of the Company is “Clearwire MergerSub LLC.”
3. Purpose. The purpose and business of the Company is to engage in any and all lawful activity permitted to be conducted by a limited liability company under the Act, and to exercise all other powers necessary or reasonably connected or incidental to such purpose and business that may be legally exercised by the Company.
4. Term. The term of the Company shall continue until the Company is dissolved in accordance with Section 10.
5. Principal Place of Business. The principal place of business of the Company shall be 4400 Carillon Point, Kirkland, WA 98033. The Manager may relocate the principal place of business or establish additional offices from time to time.
6. Registered Office and Registered Agent. The Company’s initial registered agent and the address of its initial registered office are Corporation Service Company, 2711 Centreville Road, Suite 400, County of New Castle, Wilmington, Delaware 19808. The registered office and registered agent may be changed from time to time as determined by the Manager.
7. Member. The Member is Clearwire Venture LLC.
8. Management.
8.1. Management by Manager. The business and affairs of the Company shall be managed by Clearwire Venture LLC (the “Manager”). The Manager shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company and to perform any and all other acts or activities customary or incident to the management of the Company in the ordinary course of its business. The Manager may be removed by the Member at any time and from time to time, with or without cause, and the Member may appoint another person (including the Member) to serve as Manager of the Company.
8.2. Officers and Agents. The Manager may authorize one or more officers and agents to enter into any contract or to otherwise act on behalf of the Company to the extent that the Manager could take such action. Such authority may be general or be defined to specific instances. Unless authorized to do so by this Agreement or by the Manager, no employee, officer, or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable for any purpose.
9. Financial Matters.
9.1. Capital Contribution. The Member has made a capital contribution of $1.00 to the Company in exchange for all of the outstanding membership interests in the Company. The Member will cause the Company to be further capitalized through the merger of Clearwire Corporation with and into the Company (the “Merger”), and is not required to make any additional capital contribution. Following the Merger, the Member shall continue to hold all of the outstanding membership interests in the Company.
9.2. Distributions. The Manager may, in its discretion, cause the Company to make distributions to the Member from time to time as permitted by the Act.
9.3. U.S. Federal Income Tax Reporting. For all periods when there is only one member of the Company, (a) the Company shall be treated for U.S. federal income tax purposes as an entity disregarded as separate from the Member, and (b), all items of income, gain, loss, deduction and credit of the Company attributable to such periods shall be reported on the Member’s U.S. federal income tax return.
10. Dissolution and Liquidation.
10.1. Events of Dissolution. The Company shall dissolve upon the earlier of:
(a) the sale, transfer or other disposition of all or substantially all of the Company’s assets unless otherwise determined by the Member in writing;
(b) the entry of a decree of judicial dissolution under Section 17-802 of the Act; or
(c) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act.
11. Limitation of Liability; Indemnification.
11.1. Limitation of Liability. Neither the Member nor the Manager shall have any liability to the Company for monetary damages for conduct as the Member or the Manager, respectively, except as otherwise provided by the Act. If the Act is hereafter amended to authorize Company action further limiting the personal liability of members and managers, then the liability of the Member and the Manager shall be eliminated or limited to the full extent permitted by the Act, as so amended. No repeal or modification of the Act or this Section 11.1 shall adversely affect any right or protection of the Member or the Manager existing at the time
of such repeal or modification for or with respect to an act or omission of the Member or the Manager occurring prior to such repeal or modification.
11.2. Indemnification. The Company shall indemnify the Member and the Manager from and against any judgments, settlements, penalties, fines or expenses incurred in a proceeding to which the Member or the Manager is a party because it is, or was, the Member or the Manager to the fullest extent as permitted by the Act. The right to indemnification and payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section 11.2 shall not be exclusive of any other right the Member or the Manager may have or hereafter acquire under any statute, this Agreement or otherwise. No repeal or modification of the Act or this Section 11.2 shall adversely affect any right of the Member or the Manager to indemnification existing at the time of such repeal or modification for or with respect to indemnification related to an act or omission of the Member or the Manager occurring prior to such repeal or modification.
12. Miscellaneous.
12.1. Assignment. The Member may assign in whole or in part its membership in the Company.
12.2. Governing Law. This Agreement shall be construed and enforced in accordance with the internal laws of the State of Delaware, including without limitation, the Act.
12.3. Amendments. This Agreement may not be amended except by the written agreement of the Member.
12.4. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.
12.5. Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.
12.6. Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.
Executed as of the date first above written by the undersigned.
COMPANY: | MEMBER: | |||
Clearwire MergerSub LLC | Clearwire Venture LLC | |||
By: | Clearwire Venture LLC | By: | New Clearwire Corporation | |
Title: | Manager and Sole Member | Title: | Managing Member | |
By: | New Clearwire Corporation | By: | /s/ Broady Hodder |
Title: | Managing Member |
Name:
|
Broady Hodder |
Title: | VP, General Counsel & Secretary | |||
By: | /s/ Broady Hodder |
Name: | Broady Hodder |
Title: | VP, General Counsel & Secretary |
[NEVADA STATE SEAL]
|
DEAN HELLER
|
Secretary of State
|
|
206 North Carson Street
|
|
Carson City, Nevada 89701-4299
|
|
(775) 684-5708
|
|
Website: secretaryofstate.biz
|
Articles of Organization
Limited Liability Company
PURSUANT TO NRS86
|
1.
|
Name of Limited
Liability Company
|
Clearwire Spectrum Holdings II LLC
|
||||||||
2.
|
Resident Agent Name and Street Address:
(must be a Nevada address where process may be served)
|
CSC Services of Nevada, Inc.
|
||||||||
Name
|
||||||||||
502 East John Street
|
Carson City
|
NEVADA
|
89706
|
|||||||
Physical Street Address
|
City
|
State
|
Zip Code
|
|||||||
|
||||||||||
Additional Mailing Address
|
||||||||||
|
||||||||||
3.
|
Dissolution Date:
(Optional-see instructions)
|
Latest date upon which the company is to dissolve (if existence is not perpetual):____________________
|
||||||||
4.
|
Management
(check one)
|
Company shall be managed by ________ Managers or ☑ Members
|
||||||||
5.
|
Names Addresses, of Manager(s) or Members:
(attach additional pages as necessary)
|
Clearwire Corporation
|
||||||||
Name
|
||||||||||
5808 Lake Washington Blvd NE, Suite 300, Kirkland
|
WA
|
98033
|
||||||||
Address
|
City
|
State
|
Zip Code
|
|||||||
Name
|
||||||||||
Address
|
City
|
State
|
Zip Code
|
|||||||
Name
|
||||||||||
Address
|
City
|
State
|
Zip Code
|
|||||||
6.
|
Names Addresses and Signatures of Organizers:
(if more than one organizer, please attach additional page)
|
DWTR&J Corp., a Washington corporation
|
/s/ Jillian Harrison
|
||||||||
Name
|
Signature by Jillian Harrison, Vice President
|
||||||||||
1501 Fourth Ave., Ste. 2600, Seattle
|
,
|
WA
|
98101
|
||||||||
Address
|
City
|
|
State
|
Zip Code
|
|||||||
7.
|
Certificate of Acceptance of Appointment of Resident Agent
|
I hereby accept appointment as Resident Agent for the above named limited-liability company. CSC Services of Nevada, Inc.
|
|||||
By: /s/
|
|
||||||
Authorized Signature of RA On Behalf of R.S. Company
|
|
Date
|
INITIAL LIST OF MANAGER OR MEMBERS AND RESIDENT AGENT OF
|
FILE NUMBER
|
Clearwire Spectrum Holdings II LLC
|
E0545802006-4
|
(Name of Limited Liability Company)
|
CSC Services of Nevada, Inc.
502 East John Street
Carson City, NV 89706
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1. |
Print or type names and addresses, either residence or business, for all managers or members. A Manager, or if none, a Member of the company must sign the form. FORM WILL BE RETURNED IF UNSIGNED.
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2. |
If there are additional managers or members, attach a list of them to this form.
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3. |
Return the completed form with the $125.00 fee. A $75.00 penalty must be added for failure to file this form by the last day of first month following organization date
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4. |
Make your check payable to the Secretary of State.
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5. |
Ordering Copies: If requested above, one file stamped copy will be returned at no additional
charge. To receive a certified copy, enclose an additional $30.00 per certification. A copy fee of $2.00 per page is required for each additional copy generated when ordering 2 or more file stamped or certified copies. Appropriate
instructions must accompany your order.
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6. |
Return the completed form to: Secretary of State, 202 North Carson Street, Carson City, Nevada 89701-4201, (775) 684-5708.
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7. |
Form must be in the possession of the Secretary of State on or before the last day of the first month following the initial registration date. (Postmark date is not accepted as receipt date.) Forms received
after due date will be returned for additional fees and penalties.
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FILING FEE: $125.00
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LATE PENALTY: $75.00 |
NAME
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(DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED)
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Clearwire Corpopration
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☒ MEMBER
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5808 Lake Washington Blvd., Suite 300
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Kirkland
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WA
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98033
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ADDRESS
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CITY
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ST
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ZIP
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NAME
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(DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED)
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☐ MANAGER
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☐ MEMBER | ||||
ADDRESS
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CITY
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ST
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ZIP
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NAME
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(DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED)
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☐ MANAGER
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☐ MEMBER | ||||
ADDRESS
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CITY
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ST
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ZIP
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NAME
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(DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED)
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☐ MANAGER
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☐ MEMBER | ||||
ADDRESS
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CITY
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ST
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ZIP
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Signature of Manager or Managing Member
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/s/
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Title
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Vice President, General Counsel and Secretary
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Date
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7/27/06
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1) |
DCT Los Angeles, L.L.C.
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Name of Merging Entity
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Delaware
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Limited Liability Company
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Jurisdiction
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Entity type *
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Name of Merging Entity
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Jurisdiction
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Entity type *
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Name of Merging Entity
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Jurisdiction
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Entity type *
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Name of Merging Entity
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Jurisdiction
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Entity type *
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Clearwire Spectrum Holdings II LLC
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Name of Surviving Entity
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Nevada
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Jurisdiction
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Entity type *
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2) |
Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.1 90):
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Attn:
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c/o:
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3) |
Choose One
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☒ |
The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200)
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☐ |
The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180)
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4) |
Owner's approval (NRS 92A.200) (options a, b, or c must be used, as applicable, for each entity) (if there are more than four merging entities, check box ☐ and attach an 8 ½” x 11” blank sheet containing the required information for each
additional entity.
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(a) |
Owner’s approval was not required from
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(b) |
The plan was approved by the required consent of the owners of *:
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DCT Los Angeles, L.L.C.
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Clearwire Spectrum Holdings II LLC
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(c) |
Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):
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5) |
Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available (NRS 92A.200)*:
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None.
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6) |
Location of plan of merger (check a or b):
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☐ |
(a) The entire plan of merger is attached;
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or,
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☒ |
(b) The entire plan of merger is on file at the registered office of the surviving corporation, limited liability company or business trust, or at the records office address if a limited partnership, or other place of business of the
surviving entity (NRS 92A.200).
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7) |
Effective date (optional)**:
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8) |
Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of each Nevada
limited-liability company with managers or one member If there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*
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Name
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Jurisdiction
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Clearwire Spectrum Holdings II LLC
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Nevada
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DCT Los Angeles, L.L.C.
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Delaware
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CLEARWIRE SPECTRUM HOLDINGS II LLC, a
Nevada limited liability company
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By:
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/s/ Broady R. Hodder
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Name:
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BROADY R. HODDER
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Its:
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SVP LEGAL, GENERAL COUNSEL
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Exhibit 3.68
LIMITED LIABILITY COMPANY AGREEMENT
OF
CLEARWIRE SPECTRUM HOLDINGS II LLC
(a Nevada Limited Liability Company)
Dated and Effective
as of
July 24, 2006
TABLE OF CONTENTS
1. | Articles of Organization | 1 | |
2. | Name | 1 | |
3. | Purpose | 1 | |
4. | Term | 1 | |
5. | Principal Place of Business | 1 | |
6. | Registered Office and Resident Agent | 1 | |
7. | Member | 1 | |
8. | Management | 2 | |
9. | Financial Matters | 2 | |
9.1 | Capital Contribution | 2 | |
9.2 | Distributions | 2 | |
9.3 | Federal Income Tax Reporting | 2 | |
10. | Accounting and Records | 2 | |
11. | Dissolution and Liquidation | 3 | |
11.1 | Events of Dissolution | 3 | |
11.2 | Liquidation Upon Dissolution and Winding Up | 3 | |
11.3 | Member Dissociation and Successors | 3 | |
12. | Limitation of Liability | 3 | |
13. | Indemnification | 3 | |
13.1 | Right to Indemnification | 3 | |
13.2 | Right to Advancement of Expenses | 4 | |
13.3 | Right of Indemnitee to Bring Suit | 5 | |
13.4 | Non-Exclusivity of Rights | 5 | |
13.5 | Insurance | 5 | |
13.6 | Indemnification of Employees and Agents of the Company | 5 | |
14. | Miscellaneous | 6 | |
14.1 | Assignment | 6 | |
14.2 | Governing Law | 6 | |
14.3 | Amendments | 6 | |
14.4 | Construction | 6 | |
14.5 | Headings | 6 | |
14.6 | Waivers | 6 | |
14.7 | Severability | 6 | |
14.8 | Heirs, Successors and Assigns | 6 | |
14.9 | Creditors | 6 |
LIMITED LIABILITY COMPANY AGREEMENT
of
CLEARWIRE SPECTRUM HOLDINGS II LLC
(a Nevada Limited Liability Company)
THIS LIMITED LIABILITY COMPANY AGREEMENT, dated July 24, 2006, is made by and between Clearwire Spectrum Holdings II LLC (the “Company”) and Clearwire Corporation, a Delaware corporation, as the sole member of the Company (the “Member”).
1. Articles of Organization. Articles of Organization were filed on July 24, 2006.
2. Name. The name of the Company is “Clearwire Spectrum Holdings II LLC.”
3. Purpose. The principal purpose and business of the Company is to engage in all lawful activities permitted to be conducted by a limited liability company under Chapter 86 of the Nevada Revised Statutes (the “Act”), and to exercise all other powers necessary or reasonably connected or incidental to such purpose and business that may be legally exercised by the Company.
4. Term. The term of the Company shall continue until the Company is dissolved in accordance with Section 11.
5. Principal Place of Business. The principal place of business of the Company shall be 5808 Lake Washington Boulevard NE, Suite 300, Kirkland, Washington 98033. The Member may relocate the principal place of business or establish additional offices from time to time.
6. Registered Office and Resident Agent. The Company’s initial resident agent and the address of its initial registered office are as follows:
Name | Address |
CSC Services of Nevada, Inc. |
502 East John Street
Carson City, Nevada 89706 |
The Member may change the registered office and resident agent from time to time by filing a certificate of change of resident agent as required by NRS 86.235.
7. Member. The name and address of the Member are as follows:
Name | Address |
Clearwire Corporation. |
5808 Lake Washington Blvd NE
Suite 300 Kirkland, WA 98033 |
8. Management. The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the Act. In connection with the foregoing, the Member is hereby authorized and empowered to act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and to delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise on such terms and conditions as the Member may determine) in other entities, including as a partner of a partnership, a member of a limited liability company and a stockholder of a corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.
9. Financial Matters.
9.1 Capital Contribution. The Member has made the capital contribution to the Company set forth on Exhibit A, and is not required to make any additional capital contribution.
9.2 Distributions. The Member may, in its discretion, cause the Company to make distributions to the Member from time to time as permitted by the Act.
9.3 Federal Income Tax Reporting. At all times when there is only one Member, all items of income, gain, loss, deduction and credit of the Company shall be reported on the Member’s federal income tax return.
10. Accounting and Records. The Company shall maintain records and accounts of all of its operations and expenditures. At a minimum the Company shall maintain the following records at an office in the state of Nevada:
(a) a current list of the full name and last known business address of each Member and manager, separately identifying the Members in alphabetical order and the managers, if any, in alphabetical order;
(b) a copy of the filed articles of organization and all amendments thereto, together with signed copies of any powers of attorney pursuant to which any record has been signed; and
(c) copies of any then effective operating agreement of the company.
11. Dissolution and Liquidation.
11.1 Events of Dissolution. The Company shall dissolve upon the earlier of:
(a) the written statement of the Member; or
(b) the sale, transfer or other disposition of all or substantially all of the Company’s assets unless otherwise determined by the Member in writing; or
(c) if the charter of the Company is revoked and the Company’s right to transact business is forfeited pursuant to NRS 86.274, unless the Company is reinstated pursuant to NRS 86.276.
(d) upon entry of a decree of judicial dissolution pursuant to NRS 86.495.
11.2 Liquidation Upon Dissolution and Winding Up. Upon the dissolution of the Company, the Member shall wind up the affairs of the Company. A full account of the assets and liabilities of the Company shall be taken. The assets shall be promptly liquidated and the proceeds thereof applied as required by the Act. Upon discharging all debts and liabilities, all remaining assets shall be distributed to the Member or the Member’s representative.
11.3 Member Dissociation and Successors. Except as otherwise provided in this Agreement, the death, retirement, resignation, expulsion, bankruptcy, dissolution or dissociation of a member or any other event affecting a member, including, without limitation, a sole member, does not terminate the status of the person as a member or cause the limited-liability company to be dissolved or its affairs to be wound up. Upon the occurrence of such an event, the business of the Company shall be continued by such member’s successor, and such successor may admit additional members and amend this Agreement.
12. Limitation of Liability. To the fullest extent permitted by the Act or any other applicable law currently or hereafter in effect, no Member, manager or officer of the Company will be personally liable to the Company or its Member for or with respect to any acts or omissions in the performance of his or her duties as a Member, manager or officer of the Company. Any repeal or modification of the Act or this Section 12 will not adversely affect any right or protection of the Member, manager or officer with respect to any act or omission occurring in whole or in part prior to such repeal or modification.
13. Indemnification.
13.1 Right to Indemnification. Each individual who was or is a party or is threatened to be made a party to or is otherwise involved in, any action, suit or proceeding, whether pending or threatened, whether civil, criminal, administrative or investigative and whether brought by or in the right of the Company or otherwise (a “Proceeding”), by reason of the fact that such individual is or was a Member, manager or officer of the Company, or is or was a manager or officer of the Company and is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, (an “Indemnitee”) shall be indemnified and held harmless by the Company to the fullest extent permitted by the
Act, as same exists or may hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment) against all expenses, liability and loss (including, without limitation, attorneys’ fees and expenses, judgments, fines, excide taxes or penalties pursuant to the Employee Retirement Income Security Act of 1974, as amended, and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith.
The right to indemnification shall extend to the heirs, executors, administrators and estate of any such Member, manager or officer. The right to indemnification provided in this Section 13.1: (a) will not be exclusive of any other rights to which any individual seeking indemnification may otherwise be entitled, including without limitation, pursuant to any contract approved by the Member or a majority of the Board of Directors of the Member (the “Board”), (whether or not the directors approving such contract are or are to be parties to such contract or similar contracts); and (b) will be applicable to matters otherwise within its scope whether or not such matters arose or arise before or after the adoption of this Section 13.1. Without limiting the generality of the foregoing, the Company may adopt resolutions, or enter into one or more agreements with any individual, that provide for indemnification greater or otherwise different than provided in this Section 13.1 or the Act and any such agreement approved by the Member will be a valid and binding obligation of the Company regardless of whether one or more members of the Board, or all of the Board, are parties thereto or to similar agreements. Notwithstanding anything to the contrary in this Section 13.1, in the event that the Company enters into a contract with any individual providing for indemnification of such individual, the provisions of that contract will exclusively govern the Company’s obligations in respect of indemnification for or advancement of fees or disbursements of that individual’s attorney(s) and any other professional engaged by that individual. Any amendment or repeal of, or adoption of any provision inconsistent with this Section 13.1 will not adversely affect any right or protection existing hereunder, or arising out of events occurring or circumstances existing, in whole or in part, prior to such amendment, repeal or adoption, and no such amendment, repeal or adoption will affect the legality, validity or enforceability of any contract entered into or right granted prior to the effective date of such amendment, repeal or adoption.
Pursuant to NRS 86.431, any indemnification under NRS 86.411 or 86.421, unless ordered by a court or advanced pursuant to NRS 86.441, may be made by the Company only as authorized in the specific case by the Member that indemnification is proper in the circumstances.
13.2 Right to Advancement of Expenses. The right to indemnification conferred in Section 13.1 shall include the right to be paid by the Company the expenses (including, without limitation, attorneys’ fees and expenses) reasonably incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the Act so requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a Member, manager or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to
appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 13.2 or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Sections 13.1 and 13.2 shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a Member, manager or officer and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and estate.
13.3 Right of Indemnitee to Bring Suit. If a claim under Sections 13.1 and 13.2 is not paid in full by the Company within 60 calendar days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (b) any suit brought by the Company it shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Act. Neither the failure of the Company (including the Member or independent legal counsel) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Act, nor an actual determination by the Company (including the Member or independent legal counsel) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Section 13 or otherwise shall be on the Company.
13.4 Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Section 13 shall not be exclusive of any other right which any individual may have or hereafter acquire under any statute, this Agreement, any other agreement, any resolutions of the Member, or otherwise.
13.5 Insurance. The Company may maintain insurance, at its expense, to protect itself and any Member, manager, trustee, officer, employee or agent of the Company or another corporation, partnership, joint venture, trust or other enterprise against any expenses, liability or loss, whether or not the Company would have the power to indemnify such individual against such expense, liability or loss under the Act.
13.6 Indemnification of Employees and Agents of the Company. The Company may, to the extent authorized from time to time by the Member, grant rights to indemnification and to the Advancement of Expenses to any employee or agent of the Company to the fullest extent of the provisions of this Section 13 with respect to the indemnification and Advancement of Expenses of the Member, manager or officers of the Company.
14. Miscellaneous.
14.1 Assignment. The Member may assign in whole or in part its membership in the Company.
14.2 Governing Law. This Agreement shall be construed and enforced in accordance with the internal laws of the State of Nevada, including without limitation, the Act.
14.3 Amendments. This Agreement may not be amended except by the written agreement of the Member.
14.4 Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.
14.5 Headings. The headings in this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement.
14.6 Waivers. The failure of any person to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.
14.7 Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.
14.8 Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.
14.9 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.
Executed as of the date first above written by the undersigned.
COMPANY: | CLEARWIRE SPECTRUM HOLDINGS II LLC, a Nevada Limited Liability company | ||||
By CLEARWIRE CORPORATION, a Delaware corporation, Its Member |
By: | /s/ Broady Hodder |
Print Name: | Broady Hodder |
Title: | Vice President, General Counsel and Secretary |
SOLE MEMBER: | CLEARWIRE CORPORATION, a Delaware Corporation |
By: | /s/ Broady Hodder |
Print Name: | Broady Hodder |
Title: | Vice President, General Counsel and Secretary |
EXHIBIT A
CLEARWIRE SPECTRUM HOLDINGS II LLC
CAPITAL CONTRIBUTION
[Cash in the amount of One Hundred Thousand Dollars ($100,000).]
8
[NEVADA STATE SEAL]
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ROSS MILLER
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Secretary of State
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206 North Carson Street
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Carson City, Nevada 89701-4299
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(775) 684-5708
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Website: www.nvsos.gov
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Articles of Organization
Limited Liability Company
(PURSUANT TO NRS CHAPTER 86)
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USE BLACK INK ONLY - DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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1. Name of Limited
Liability Company
(must contain approved limited-liability company wording; see Instructions)
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Clearwire Spectrum Holdings III LLC
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Check box if a Series Limited
Liability Company
☐
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2. Resident Agent Name and Street Address:
(must be a Nevada address where process may be served)
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☒ Commercial Registered Agent: CSC Services of Nevada
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☐ Noncommercial Registered Agent
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OR
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☐ Office or Position with Entity
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(name and address below)
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(name and address below)
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Name of Noncommercial Agent OR Name of Title of Office of other Position with Entity
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502 East John Street
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Carson City
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Nevada
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89756
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Street Address
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City
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Zip Code
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Nevada
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Mailing Address
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City
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Zip Code
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(if different from street address)
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3. Dissolution Date:
(Optional-see instructions)
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Latest date upon which the company is to dissolve (if existence is not perpetual): ___________________________________
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4. Management
(check one)
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Company shall be managed by X Managers or Members
(check only one box)
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5. Names Addresses, of Manager(s) or Members:
(attach additional pages as necessary)
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1)
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Clearwire Corporation
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Name
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4400 Carillon Point
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Kirkland
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WA
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98033
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Address
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City
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State
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Zip Code
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2)
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Name
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Address
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City
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State
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Zip Code
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3)
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Name
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Address
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City
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State
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Zip Code
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6. Names Addresses and Signatures of Organizers:
(if more than one organizer, please attach additional page)
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Frederick Williams
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X /s/ Fredrick Willaims
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Name
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Organizer Signature
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4400 Carillon Point
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Kirkland
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WA
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98033
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Address
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City
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State
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Zip Code
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7. Certificate of Acceptance of Appointment of Resident Agent
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I hereby accept appointment as Resident Agent for the above named limited-liability company.
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By: /s/
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12-5-18
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Authorized Signature of RA On Behalf of R.S. Company
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Date
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CLEARWIRE SPECTRUM HOLDINGS III LLC
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(Name of Limited-Liability Company)
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FOR THE FILING PERIOD OF
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DEC, 2008
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TO
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DEC, 2009. Due by Jan 31, 2009
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CSC SERVICES OF NEVADA, INC.
502 EAST JOHN STREET
CARSON CITY NV 89706
☐ CHECK BOX IF YOU REQUIRE A FORM TO UPDATE YOUR REGISTERED AGENT INFORMATION
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1. |
Print or type names and addresses, either residence or business, for all managers or members. A Manager, or if none, a Managing Member of the company must sign the
form.
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2. |
If there are additional managers or managing members, attach a list of them to this form.
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3. |
Return the completed form with the $125.00 filing fee. A $75.00 penalty must be added for failure to file this form by the last day of the first month following the incorporation/initial registration.
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4. |
Make your check payable to the Secretary of State. Your cancelled check will constitute a certificate to transact business. To receive a certified copy, enclose an
additional $30.00 and appropriate instructions.
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5. |
Return the completed form to: Secretary of State, 202 North Carson Street, Carson City, NV 897014201, (775) 684-5708.
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6. |
Form must be in the possession of the Secretary of State on or before the last day of the first month following the incorporation/initial registration date. (Postmark date is not accepted as receipt date.)
Forms received after due date will be returned for additional fees and penalties.
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FILING FEE $125.00
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LATE PENALTY: $75.00
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NAME
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(DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED) | ||||||||
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☐
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MANAGER
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☐
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MANAGING MEMBER | |||||
ADDRESS
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CITY
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ST
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ZIP
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NAME
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(DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED) | ||||||||
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☐
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MANAGER
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☐
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MANAGING MEMBER | |||||
ADDRESS
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CITY
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ST
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ZIP
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NAME
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(DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED) | ||||||||
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☐
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MANAGER
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☐
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MANAGING MEMBER | |||||
ADDRESS
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CITY
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ST
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ZIP
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NAME
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(DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED) | ||||||||
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☐
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MANAGER
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☐
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MANAGING MEMBER | |||||
ADDRESS
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CITY
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ST
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ZIP
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NAME
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(DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED) | ||||||||
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☐
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MANAGER
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☐
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MANAGING MEMBER | |||||
ADDRESS
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CITY
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ST
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ZIP
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X
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Signature of Manager or Managing Member
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Title
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Date
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[NEVADA STATE SEAL]
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ROSS MILLER
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Secretary of State
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206 North Carson Street
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Carson City, Nevada 89701-4299
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(775) 684-5708
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Website: www.nvsos.gov
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Articles of Organization
Limited Liability Company
(PURSUANT TO NRS CHAPTERS 78,
78A, 80, 81, 82, 84, 86, 87, 87A, 88,
88A, 89 AND 92A)
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USE BLACK INK ONLY - DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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X /s/ Jullian Harris
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Assistant Secretary
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12/16/2008
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Authorized Signature
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Title *
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Date
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Exhibit 3.70
LIMITED LIABILITY COMPANY AGREEMENT
OF
CLEARWIRE SPECTRUM HOLDINGS III LLC
(a Nevada Limited Liability Company)
Dated and Effective
as of
December 5, 2008
TABLE OF CONTENTS
LIMITED LIABILITY COMPANY AGREEMENT
of
CLEARWIRE SPECTRUM HOLDINGS III LLC
(a Nevada Limited Liability Company)
THIS LIMITED LIABILITY COMPANY AGREEMENT, dated December 5, 2008, is made by and between Clearwire Spectrum Holdings III LLC (the “Company”) and Clearwire Communications LLC, a Nevada limited liability company, as the sole member of the Company (the “Member”).
1. Articles of Organization. Articles of Organization were filed on December 5, 2008.
2. Name. The name of the Company is “Clearwire Spectrum Holdings III LLC.”
3. Purpose. The principal purpose and business of the Company is to engage in all lawful activities permitted to be conducted by a limited liability company under Chapter 86 of the Nevada Revised Statutes (the “Act”), and to exercise all other powers necessary or reasonably connected or incidental to such purpose and business that may be legally exercised by the Company.
4. Term. The term of the Company shall continue until the Company is dissolved in accordance with Section 11.
5. Principal Place of Business. The principal place of business of the Company shall be c/o Clearwire Communications LLC, 4400 Carillon Point, Kirkland, Washington 98033. The Member may relocate the principal place of business or establish additional offices from time to time.
6. Registered Office and Resident Agent. The Company’s initial resident agent and the address of its initial registered office are as follows:
Name | Address |
CSC Services of Nevada, Inc. |
502 East John Street
Carson City, Nevada 89706 |
The Member may change the registered office and resident agent from time to time by filing a certificate of change of resident agent as required by NRS 86.235.
7. Member. The name and address of the Member are as follows:
Name | Address |
Clearwire Communications LLC |
4400 Carillon Point
Kirkland, WA 980333 |
8. Management. The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the Act. In connection with the foregoing, the Member is hereby authorized and empowered to act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and to delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise on such terms and conditions as the Member may determine) in other entities, including as a partner of a partnership, a member of a limited liability company and a stockholder of a corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.
9. Financial Matters.
9.1 Capital Contribution. The Member will make the capital contribution to the Company set forth on Exhibit A, and is not required to make any additional capital contribution.
9.2 Distributions. The Member may, in its discretion, cause the Company to make distributions to the Member from time to time as permitted by the Act.
9.3 Federal Income Tax Reporting. At all times when there is only one Member, all items of income, gain, loss, deduction and credit of the Company shall be reported on the Member’s federal income tax return.
10. Accounting and Records. The Company shall maintain records and accounts of all of its operations and expenditures. At a minimum the Company shall maintain the following records at an office in the state of Nevada:
(a) a current list of the full name and last known business address of each Member and manager, separately identifying the Members in alphabetical order and the managers, if any, in alphabetical order;
(b) a copy of the filed articles of organization and all amendments thereto, together with signed copies of any powers of attorney pursuant to which any record has been signed; and
(c) copies of any then effective operating agreement of the company.
11. Dissolution and Liquidation.
11.1 Events of Dissolution. The Company shall dissolve upon the earlier of:
(a) the written statement of the Member; or
(b) the sale, transfer or other disposition of all or substantially all of the Company’s assets unless otherwise determined by the Member in writing; or
(c) if the charter of the Company is revoked and the Company’s right to transact business is forfeited pursuant to NRS 86.274, unless the Company is reinstated pursuant to NRS 86.276; or
(d) upon entry of a decree of judicial dissolution pursuant to NRS 86.495.
11.2 Liquidation Upon Dissolution and Winding Up. Upon the dissolution of the Company, the Member shall wind up the affairs of the Company. A full account of the assets and liabilities of the Company shall be taken. The assets shall be promptly liquidated and the proceeds thereof applied as required by the Act. Upon discharging all debts and liabilities, all remaining assets shall be distributed to the Member or the Member’s representative.
11.3 Member Dissociation and Successors. Except as otherwise provided in this Agreement, the death, retirement, resignation, expulsion, bankruptcy, dissolution or dissociation of a member or any other event affecting a member, including, without limitation, a sole member, does not terminate the status of the person as a member or cause the limited-liability company to be dissolved or its affairs to be wound up. Upon the occurrence of such an event, the business of the Company shall be continued by such member’s successor, and such successor may admit additional members and amend this Agreement.
12. Limitation of Liability. To the fullest extent permitted by the Act or any other applicable law currently or hereafter in effect, no Member, manager or officer of the Company will be personally liable to the Company or its Member for or with respect to any acts or omissions in the performance of his or her duties as a Member, manager or officer of the Company. Any repeal or modification of the Act or this Section 12 will not adversely affect any right or protection of the Member, manager or officer with respect to any act or omission occurring in whole or in part prior to such repeal or modification.
13. Indemnification.
13.1 Right to Indemnification. Each individual who was or is a party or is threatened to be made a party to or is otherwise involved in, any action, suit or proceeding, whether pending or threatened, whether civil, criminal, administrative or investigative and whether brought by or in the right of the Company or otherwise (a “Proceeding”), by reason of the fact that such individual is or was a Member, manager or officer of the Company, or is or was a manager or officer of the Company and is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, (an “Indemnitee”) shall be indemnified and held harmless by the Company to the fullest extent permitted by the
Act, as same exists or may hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment) against all expenses, liability and loss (including, without limitation, attorneys’ fees and expenses, judgments, fines, excide taxes or penalties pursuant to the Employee Retirement Income Security Act of 1974, as amended, and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith.
The right to indemnification shall extend to the heirs, executors, administrators and estate of any such Member, manager or officer. The right to indemnification provided in this Section 13.1: (a) will not be exclusive of any other rights to which any individual seeking indemnification may otherwise be entitled, including without limitation, pursuant to any contract approved by the Member; and (b) will be applicable to matters otherwise within its scope whether or not such matters arose or arise before or after the adoption of this Section 13.1. Without limiting the generality of the foregoing, the Company may adopt resolutions, or enter into one or more agreements with any individual, that provide for indemnification greater or otherwise different than provided in this Section 13.1 or the Act and any such agreement approved by the Member will be a valid and binding obligation of the Company. Notwithstanding anything to the contrary in this Section 13.1, in the event that the Company enters into a contract with any individual providing for indemnification of such individual, the provisions of that contract will exclusively govern the Company’s obligations in respect of indemnification for or advancement of fees or disbursements of that individual’s attorneys) and any other professional engaged by that individual. Any amendment or repeal of, or adoption of any provision inconsistent with this Section 13.1 will not adversely affect any right or protection existing hereunder, or arising out of events occurring or circumstances existing, in whole or in part, prior to such amendment, repeal or adoption, and no such amendment, repeal or adoption will affect the legality, validity or enforceability of any contract entered into or right granted prior to the effective date of such amendment, repeal or adoption.
Pursuant to NRS 86.431, any indemnification under NRS 86.411 or 86.421, unless ordered by a court or advanced pursuant to NRS 86.441, may be made by the Company only as authorized in the specific case by the Member that indemnification is proper in the circumstances.
13.2 Right to Advancement of Expenses. The right to indemnification conferred in Section 13.1 shall include the right to be paid by the Company the expenses (including, without limitation, attorneys’ fees and expenses) reasonably incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the Act so requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a Member, manager or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 13.2 or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Sections 13.1 and 13.2 shall be contract rights and such
rights shall continue as to an Indemnitee who has ceased to be a Member, manager or officer and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and estate.
13.3 Right of Indemnitee to Bring Suit. If a claim under Sections 13.1 and 13.2 is not paid in full by the Company within 60 calendar days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (b) any suit brought by the Company it shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Act. Neither the failure of the Company (including the Member or independent legal counsel) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Act, nor an actual determination by the Company (including the Member or independent legal counsel) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Section 13 or otherwise shall be on the Company.
13.4 Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Section 13 shall not be exclusive of any other right which any individual may have or hereafter acquire under any statute, this Agreement, any other agreement, any resolutions of the Member, or otherwise.
13.5 Insurance. The Company may maintain insurance, at its expense, to protect itself and any Member, manager, trustee, officer, employee or agent of the Company or another corporation, partnership, joint venture, trust or other enterprise against any expenses, liability or loss, whether or not the Company would have the power to indemnify such individual against such expense, liability or loss under the Act.
13.6 Indemnification of Employees and Agents of the Company. The Company may, to the extent authorized from time to time by the Member, grant rights to indemnification and to the Advancement of Expenses to any employee or agent of the Company to the fullest extent of the provisions of this Section 13 with respect to the indemnification and Advancement of Expenses of the Member, manager or officers of the Company.
14. Miscellaneous.
14.1 Assignment. The Member may assign in whole or in part its membership in the Company.
14.2 Governing Law. This Agreement shall be construed and enforced in accordance with the internal laws of the State of Nevada, including without limitation, the Act.
14.3 Amendments. Except as provided in Section 11.3, this Agreement may not be amended except by the written agreement of the Member.
14.4 Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.
14.5 Headings. The headings in this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement.
14.6 Waivers. The failure of any person to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.
14.7 Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.
14.8 Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.
Executed as of the date first above written by the undersigned.
COMPANY: | CLEARWIRE SPECTRUM HOLDINGS III LLC, a Nevada Limited Liability company | ||||
By CLEARWIRE COMMUNICATIONS LLC, a Delaware limited liability company, Its Member
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By: | /s/ Broady Hodder |
Print Name: | Broady Hodder |
Title: | Senior Vice President and General Counsel |
SOLE MEMBER: | CLEARWIRE COMMUNICATIONS LLC, a Delaware limited liability company |
By: | /s/ Broady Hodder |
Print Name: | Broady Hodder |
Title: | Senior Vice President and General Counsel |
EXHIBIT A
CLEARWIRE SPECTRUM HOLDINGS III
CAPITAL CONTRIBUTION
Cash in the amount of ____________________________________ ($___________).
8
[NEVADA STATE SEAL]
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DEAN HELLER
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Secretary of State
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206 North Carson Street
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Carson City, Nevada 89701-4299
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(775) 684-5708
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Website: secretaryofstate.biz
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Articles of Organization
Limited Liability Company
PURSUANT TO NRS86
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1. |
Name of Limited
Liability Company
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Clearwire Spectrum Holdings LLC
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2. |
Resident Agent Name and Street Address:
(must be a Nevada address where process may be served)
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CSC Services of Nevada, Inc.
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Name
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502 East John Street
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Carson City
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NEVADA
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89706
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Physical Street Address
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Zip Code
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3.
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Dissolution Date:
(Optional-see instructions)
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Latest date upon which the company is to dissolve (if existence is not perpetual):____________________________
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4. |
Management
(check one)
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Company shall be managed by Managers or √ Members
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5. |
Names Addresses, of Manager(s) or Members:
(attach additional pages as necessary)
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Clearwire Corporation
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Name
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5808 Lake Washington Blvd NE, Suite 300,
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Kirkland
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WA
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98033
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Address
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Zip Code
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Name
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Address
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Address
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6.
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Names Addresses and Signatures of Organizers:
(if more than one organizer, please attach
additional page)
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Julie Weston
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/s/ Julie Weston
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Name
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Signature
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c/o DWTR&J Corp, 1501 Fourth Ave., Ste. 2600,
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Seattle
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WA
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98101
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Address
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Zip Code
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7.
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Certificate of Acceptance of Appointment of
Resident Agent
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I hereby accept appointment as Resident Agent for the above named limited-liability company.
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By: /s/ CSC Services of Nevada
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8/8/2005
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Authorized Signature of RA On Behalf of R.S. Company
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Date
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Exhibit 3.72
LIMITED LIABILITY COMPANY AGREEMENT
OF
CLEARWIRE SPECTRUM HOLDINGS LLC
(a Nevada Limited Liability Company)
Dated and Effective
as of
August 9, 2005
TABLE OF CONTENTS
LIMITED LIABILITY COMPANY AGREEMENT
of
CLEARWIRE SPECTRUM HOLDINGS LLC
(a Nevada Limited Liability Company)
THIS LIMITED LIABILITY COMPANY AGREEMENT, dated August 9, 2005, is made by and between Clearwire Spectrum Holdings LLC (the “Company”) and Clearwire Corporation, a Delaware corporation, as the sole member of the Company (the “Member”).
1. Articles of Organization. Articles of Organization were filed on August 8, 2005.
2. Name. The name of the Company is “Clearwire Spectrum Holdings LLC.”
3. Purpose. The principal purpose and business of the Company is to engage in all lawful activities permitted to be conducted by a limited liability company under Chapter 86 of the Nevada Revised Statutes (the “Act”), and to exercise all other powers necessary or reasonably connected or incidental to such purpose and business that may be legally exercised by the Company.
4. Term. The term of the Company shall continue until the Company is dissolved in accordance with Section 11.
5. Principal Place of Business. The principal place of business of the Company shall be 5808 Lake Washington Boulevard NE, Suite 300, Kirkland, Washington 98033. The Member may relocate the principal place of business or establish additional offices from time to time.
6. Registered Office and Resident Agent. The Company’s initial resident agent and the address of its initial registered office are as follows:
Name | Address | |
CSC Services of Nevada, Inc. |
502 East John Street
Carson City, Nevada 89706 |
The Member may change the registered office and resident agent from time to time by filing a certificate of change of resident agent as required by NRS 86.235.
7. Member. The name and address of the Member are as follows:
Name | Address | |
Clearwire Corporation |
5808 Lake Washington Blvd NE
Suite 300 Kirkland, WA 98033 |
8. Management. The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the Act. In connection with the foregoing, the Member is hereby authorized and empowered to act through its officers and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and to delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of its officers and employees and to any other person designated by the Member. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise on such terms and conditions as the Member may determine) in other entities, including as a partner of a partnership. a member of a limited liability company and a stockholder of a corporation, and (ii) borrow money (on such terms and conditions as the Member may determine) in connection with its business.
9. Financial Matters.
9.1 Capital Contribution. The Member has made the capital contribution to the Company set forth on Exhibit A, and is not required to make any additional capital contribution.
9.2 Distributions. The Member may, in its discretion, cause the Company to make distributions to the Member from time to time as permitted by the Act.
9.3 Federal Income Tax Reporting. At all times when there is only one Member, all items of income, gain, loss, deduction and credit of the Company shall be reported on the Member’s federal income tax return.
10. Accounting and Records. The Company shall maintain records and accounts of all of its operations and expenditures. At a minimum the Company shall maintain the following records at an office in the state of Nevada:
(a) a current list of the full name and last known business address of each Member and manager, separately identifying the Members in alphabetical order and the managers, if any, in alphabetical order;
(b) a copy of the filed articles of organization and all amendments thereto, together with signed copies of any powers of attorney pursuant to which any record has been signed; and
(c) copies of any then effective operating agreement of the company.
11. Dissolution and Liquidation.
11.1 Events of Dissolution. The Company shall dissolve upon the earlier of:
(a) the written statement of the Member; or
(b) the sale, transfer or other disposition of all or substantially all of the Company’s assets unless otherwise determined by the Member in writing; or
(c) if the charter of the Company is revoked and the Company’s right to transact business is forfeited pursuant to NRS 86.274, unless the Company is reinstated pursuant to NRS 86.276.
(d) upon entry of a decree of judicial dissolution pursuant to NRS 86.495.
11.2 Liquidation Upon Dissolution and Winding Up. Upon the dissolution of the Company, the Member shall wind up the affairs of the Company. A full account of the assets and liabilities of the Company shall be taken. The assets shall be promptly liquidated and the proceeds thereof applied as required by the Act. Upon discharging all debts and liabilities. all remaining assets shall be distributed to the Member or the Member’s representative.
11.3 Member Dissociation and Successors. Except as otherwise provided in this Agreement, the death, retirement, resignation, expulsion, bankruptcy, dissolution or dissociation of a member or any other event affecting a member, including, without limitation, a sole member, does not terminate the status of the person as a member or cause the limited-liability company to be dissolved or its affairs to be wound up. Upon the occurrence of such an event, the business of the Company shall he continued by such member’s successor, and such successor may admit additional members and amend this Agreement.
12. Limitation of Liability. To the fullest extent permitted by the Act or any other applicable law currently or hereafter in effect, no Member, manager or officer of the Company will be personally liable to the Company or its Member for or with respect to any acts or omissions in the performance of his or her duties as a Member, manager or officer of the Company. Any repeal or modification of the Act or this Section 12 will not adversely affect any right or protection of the Member, manager or officer with respect. to any act or omission occurring in whole or in part prior to such repeal or modification.
13. Indemnification.
13.1 Right to Indemnification. Each individual who was or is a party or is threatened to be made a party to or is otherwise involved in, any action, suit or proceeding, whether pending or threatened, whether civil, criminal, administrative or investigative and whether brought by or in the right of the Company or otherwise (a “Proceeding”), by reason of the fact that such individual is or was a Member, manager or officer of the Company, or is or was a manager or officer of the Company and is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company,
partnership, joint venture, trust, employee benefit plan or other enterprise, (an “Indemnitee”) shall be indemnified and held harmless by the Company to the fullest extent permitted by the Act, as same exists or may hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment) against all expenses, liability and loss (including, without limitation, attorneys’ fees and expenses, judgments, fines, excide taxes or penalties pursuant to the Employee Retirement Income Security Act of 1974, as amended, and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith.
The right to indemnification shall extend to the heirs, executors, administrators and estate of any such Member, manager or officer. The right to indemnification provided in this Section 13.1: (a) will not be exclusive of any other rights to which any individual seeking indemnification may otherwise be entitled, including without limitation, pursuant to any contract approved by the Member or a majority of the Board of Directors of the Member (the “Board”), (whether or not the directors approving such contract are or are to be parties to such contract or similar contracts); and (b) will be applicable to matters otherwise within its scope whether or not such matters arose or arise before or after the adoption of this Section 13.1. Without limiting the generality of the foregoing, the Company may adopt resolutions, or enter into one or more agreements with any individual, that provide for indemnification greater or otherwise different than provided in this Section 13.1 or the Act and any such agreement approved by the Member will be a valid and binding obligation of the Company regardless of whether one or more members of the Board, or all of the Board, are parties thereto or to similar agreements. Notwithstanding anything to the contrary in this Section 13.1, in the event that the Company enters into a contract with any individual providing for indemnification of such individual, the provisions of that contract will exclusively govern the Company’s obligations in respect of indemnification for or advancement of fees or disbursements of that individual’s attorney(s) and any other professional engaged by that individual. Any amendment or repeal of, or adoption of any provision inconsistent with this Section 13.1 will not adversely affect any right or protection existing hereunder, or arising out of events occurring or circumstances existing, in whole or in part, prior to such amendment, repeal or adoption, and no such amendment, repeal or adoption will affect the legality, validity or enforceability of any contract entered into or right granted prior to the effective date of such amendment, repeal or adoption.
Pursuant to NRS 86.431, any indemnification under NRS 86.411. or 86.421, unless ordered by a court or advanced pursuant to NRS 86.441, may be made by the Company only as authorized in the specific case by the Member that indemnification is proper in the circumstances.
13.2 Right to Advancement of Expenses. The right to indemnification conferred in Section 13.1 shall include the right to be paid by the Company the expenses (including, without limitation, attorneys’ fees and expenses) reasonably incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however. that, if the Act so requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a Member, manager or officer (and not in any other capacity in which service was or is rendered by such Indemnitee. including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking
(an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 13.2 or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Sections 13.1 and 13.2 shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a Member, manager or officer and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and estate.
13.3 Right of Indemnitee to Bring Suit. If a claim under Sections 13.1 and 13.2 is not paid in full by the Company within 60 calendar days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (b) any suit brought by the Company it shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Act Neither the failure of the Company (including the Member or independent legal counsel) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Act, nor an actual determination by the Company (including the Member or independent legal counsel) that the Indemnitee has not met such applicable standard of-conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee. be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Section 13 or otherwise shall be on the Company.
13.4 Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Section 13 shall not be exclusive of any other right which any individual may have or hereafter acquire under any statute, this Agreement, any other agreement, any resolutions of the Member, or otherwise.
13.5 Insurance. The Company may maintain insurance, at its expense, to protect itself and any Member, manager, trustee, officer, employee or agent of the Company or another corporation, partnership, joint venture, trust or other enterprise against any expenses, liability or loss, whether or not the Company would have the power to indemnify such individual against such expense, liability or loss under the Act.
13.6 Indemnification of Employees and Agents of the Company. The Company may, to the extent authorized from time to time by the Member, grant rights to indemnification and to the Advancement of Expenses to any employee or agent of the Company
to the fullest extent of the provisions of this Section 13 with respect to the indemnification and Advancement of Expenses of the Member, manager or officers of the Company.
14. Miscellaneous.
14.1 Assignment. The Member may assign in whole or in part its membership in the Company,
14.2 Governing Law. This Agreement shall be construed and enforced in accordance with the internal laws of the State of Nevada, including without limitation, the Act.
14.3 Amendments. This Agreement may not be amended except by the written agreement of the Member.
14.4 Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa,
14.5 Headings. The headings in this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement.
14.6 Waivers. The failure of any person to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.
14.7 Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.
14.8 Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and. to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.
14.9 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.
Executed as of the date first above written by the undersigned.
COMPANY: | CLEARWIRE SPECTRUM HOLDINGS LLC, a Nevada Limited Liability company | |||
By CLEARWIRE CORPORATION, a Delaware corporation, Its Member | ||||
By: | /s/ Michael Targett | |||
Print Name: Michael Targett | ||||
Title: Vice President, Legal Affairs | ||||
SOLE MEMBER: | CLEARWIRE CORPORATION, a Delaware corporation | |||
By: | /s/ Michael Targett | |||
Print Name: Michael Targett | ||||
Title: Vice President, Legal Affairs |
EXHIBIT A
CLEARWIRE LLC
CAPITAL CONTRIBUTION
Cash in the amount of One Hundred Thousand Dollars ($100,000).
8
|
1. |
The name of the limited liability company is SX Sub, LLC.
|
|
2. |
The address of the registered office of the Company in Delaware is 2711 Centerville Road, Suite 400, County of New Castle, Wilmington, Delaware 19808.
|
|
3. |
The Company's registered agent at that address is Corporation Service Company.
|
By:
|
/s/ Timothy P. O’Grady
|
|
Timothy P. O’Grady
|
||
Authorized Person
|
1.
|
Name of Limited Liability Company:
|
SX Sub, LLC
|
2.
|
The Certificate of formation of the limited liability company is hereby amended as follows:
|
|
Request to change name to:
|
||
Clearwire XOHM LLC
|
||
IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 1st
day of December, A.D. 2008.
|
By Clearwire Communications LLC, its Manager
|
|||
By:
|
/s/ Jillian Harrison
|
||
Name: Jillian Harrison
|
|||
Title: Assistant Secretary
|
COMPANY:
|
MEMBER:
|
||||
SX Sub, LLC
|
Sprint HoldCo, LLC
|
||||
By: Sprint HoldCo, LLC
|
|||||
Title: Manager and Sole Member
|
By:
|
/s/ Timothy P. O’Grady
|
|||
Name: Timothy P. O’Grady
|
|||||
Title: Vice President
|
|||||
By:
|
/s/ Timothy P. O’Grady
|
||||
Name: Timothy P. O’Grady
|
|||||
Title: Vice President
|
MEMBER:
|
||
CLEARWIRE COMMUNICATIONS LLC
|
||
By:
|
/s/ Broady Hodder
|
|
Name: Broady Hodder
|
||
Title: Senior Vice President, General Counsel & Secretary
|
/s/ Julie Weston
|
||
Julie Weston, Authorized Person
|
UNISON WIRELESS, INC., a Delaware corporation
|
|||
By:
|
/s/ Broady Hodder
|
||
Broady Hodder
VP & General Counsel
|
CLEARWIRE TECHNOLOGIES, INC., a Delaware corporation
|
|||
By:
|
/s/ Broady Hodder
|
||
Broady Hodder
VP & General Counsel
|
CLEARWIRE SPECTRUM CORP., a Delaware corporation
|
|||
By:
|
/s/ Broady Hodder
|
||
Broady Hodder
VP & General Counsel
|
CLEARWIRE COMMUNICATIONS, INC., a Delaware corporation
|
|||
By:
|
/s/ Broady Hodder
|
||
Broady Hodder
VP & General Counsel
|
FIXED WIRELESS HOLDINGS, LLC, a Delaware limited liability company
|
|||
By:
|
/s/ Broady Hodder
|
||
Broady Hodder
VP & General Counsel
|
|
a. |
That the surviving entity may be served with process in this State in any action of proceeding for the enforcement of any liability or obligation of any entity previously subject to suit in this State which is to merge, an irrevocably
appoints the following as it agent to accept service of process in any such proceeding.
|
CSC Services of Hawaii
|
|
Hawaii
|
(Name of Agent) |
|
(State) |
|
|
|
1001 Bishop Street, Suite 1600, Pauahl Tower, Honolulu, HI 96813
|
||
(Street Address in Hawaii of Agent) |
|
|
b.
|
For the enforcement of the right of any dissenting member, shareholder, or partner to receive payment for their interest against the surviving entity.
|
FIXED WIRELESS HOLDINGS, LLC
|
|||
By:
|
/s/ Broady Hodder
|
||
Broady Hodder
VP & General Counsel
|
CRAIG WIRELESS HONOLULU, INC.
|
|||
By:
|
/s/ Broady Hodder
|
||
Broady Hodder
VP & General Counsel
|
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Department of Commerce and Consumer Affairs, at Honolulu, State of Hawaii, this 14th day of December, 2007
|
||
/s/ Lawrence M. Reifurth
|
||
Director of Commerce and Consumer Affairs
|
Name
|
Jurisdiction
|
Craig Wireless Honolulu, Inc.
|
Hawaii
|
Fixed Wireless Holdings, LLC
|
Delaware
|
FIXED WIRELESS HOLDINGS, LLC, a Delaware limited liability company
|
|||
By:
|
/s/ Broady Hodder
|
||
Broady Hodder
VP & General Counsel
|
Name
|
Jurisdiction
|
Jonsson Communications Corporation
|
California
|
Fixed Wireless Holdings, LLC
|
Delaware
|
JONSSON COMMUNICATIONS CORPORATION, a California corporation
|
|||
By:
|
/s/ Jillian Harrison
|
||
Jillian Harrison
Assistant Secretary
|
By:
|
/s/ Broady Hodder
|
||
Broady Hodder
VP & General Counsel
|
FIXED WIRELESS HOLDINGS, LLC, a Delaware limited liability company
|
|||
By:
|
/s/ Broady Hodder
|
||
Broady Hodder
VP & General Counsel
|
Name:
|
Jurisdiction
|
Unison Wireless, Inc.
|
Delaware
|
Clearwire Technologies, Inc.
|
Delaware
|
Clearwire Spectrum Corp.
|
Delaware
|
Clearwire Communications, Inc.
|
Delaware
|
Fixed Wireless Holdings, LLC
|
Delaware
|
FIXED WIRELESS HOLDINGS, LLC, a Delaware limited liability company
|
|||
By:
|
/s/ Broady Hodder
|
||
Broady Hodder
VP & General Counsel
|
1. NAME OF SURVIVING ENTITY
|
2. TYPE OF ENTITY
|
3. CA SECRETARY OF STATE FILE NUMBER
|
4. JURISDICTION
|
Fixed Wireless Holdings, LLC
|
LLC
|
N/A
|
Delaware
|
5. NAME OF DISAPPEARING ENTITY
|
6, TYPE OF ENTITY
|
7, CA SECRETARY OF STATE FILE NUMBER
|
8. JURISDICTION
|
Jonsson Communications Corporation
|
Corporation
|
C0841340
|
California
|
PRINCIPAL ADDRESS OF SURVIVING ENTITY
|
CITY AND STATE
|
ZIP CODE
|
|
4400 Carillon Point
|
Kirkland, WA
|
98033
|
SIGNATURE OF AUTHORIZED PERSON FOR THE SURVIVING ENTITY
|
|||
By:
|
/s/ Jillian Harrison
|
||
Jillian Harrison, Assistant Secretary
11/30/07
|
SIGNATURE OF AUTHORIZED PERSON FOR THE SURVIVING ENTITY
|
|||
By:
|
/s/ Jillian Harrison
|
||
Jillian Harrison, Assistant Secretary
11/30/07
|
SIGNATURE OF AUTHORIZED PERSON FOR THE DISAPPEARING ENTITY
|
|||
By:
|
/s/ Broady Hodder
|
||
Broady Hodder, VP & General Counsel
11/30/07
|
SIGNATURE OF AUTHORIZED PERSON FOR THE DISAPPEARING ENTITY
|
|||
By:
|
/s/ Broady Hodder
|
||
Broady Hodder, VP & General Counsel
11/30/07
|
Name
|
Jurisdiction
|
Unison Wireless, Inc.
|
Delaware
|
Clearwire Technologies, Inc.
|
Delaware
|
Clearwire Spectrum Corp.
|
Delaware
|
Clearwire Communications, Inc.
|
Delaware
|
Fixed ‘Wireless Holdings, LLC
|
Delaware
|
FIXED WIRELESS HOLDINGS, LLC, a Delaware limited liability company
|
|||
By:
|
/s/ Broady Hodder
|
||
Broady Hodder
VP & General Counsel
|
Name
|
Jurisdiction
|
Jonsson Communications Corporation
|
California
|
Fixed Wireless Holdings, LLC
|
Delaware
|
JONSSON COMMUNICATIONS CORPORATION, a California corporation
|
|||
By:
|
/s/ Jillian Harrison
|
||
Jillian Harrison
Assistant Secretary
|
By:
|
/s/ Broady Hodder
|
||
Broady Hodder
VP & General Counsel
|
FIXED WIRELESS HOLDINGS, LLC, a Delaware limited liability company
|
|||
By:
|
/s/ Broady Hodder
|
||
Broady Hodder
VP & General Counsel
|
Name
|
Jurisdiction
|
Craig Wireless Honolulu, Inc.
|
Hawaii
|
Fixed Wireless Holdings, LLC
|
Delaware
|
FIXED WIRELESS HOLDINGS, LLC, a Delaware limited liability company
|
|||
By:
|
/s/ Broady Hodder
|
||
Broady Hodder
VP & General Counsel
|
|
a. |
That the surviving entity may be served with process in this State in any action of proceeding for the enforcement of any liability or obligation of any entity previously subject to suit in this State which is to merge, an
irrevocably appoints the following as it agent to accept service of process in any such proceeding.
|
CSC Services of Hawaii
|
|
Hawaii
|
(Name of Agent) |
|
(State) |
|
|
|
1001 Bishop Street, Suite 1600, Pauahl Tower, Honolulu, HI 96813
|
||
(Street Address in Hawaii of Agent) |
|
|
|
b. |
For the enforcement of the right of any dissenting member, shareholder, or partner to receive payment for their interest against the surviving entity.
|
FIXED WIRELESS HOLDINGS, LLC
|
|||
By:
|
/s/ Broady Hodder
|
||
Broady Hodder
VP & General Counsel
|
CRAIG WIRELESS HONOLULU, INC.
|
|||
By:
|
/s/ Broady Hodder
|
||
Broady Hodder
VP & General Counsel
|
|
|||||
FLUX FIXED WIRELESS, LLC
|
FIXED WIRELESS HOLDINGS, LLC
|
||||
By:
|
EAGLE RIVER INC., a Washington corporation, Its Manager
|
||||
By:
|
/s/ Brian Marcinek
|
||||
By:
|
/s/ Brian Marcinek
|
Brian Marcinek | |||
Brian Marcinek
|
Its:
|
Vice President | |||
Its:
|
Vice President
|
||||
SOLE MEMBER
|
COMPANY
|
Assignor:
|
Assignee:
|
|||||
FLUX FIXED WIRELESS, L.L.C., a Washington limited liability company
|
FLUX U.S. CORPORATION, a Delaware corporation
|
|||||
By:
|
EAGLE RIVER INC., a Washington corporation, Its Manager
|
|||||
By:
|
/s/ R. Gerard Salemme
|
|||||
R. Gerard Salemme,
|
||||||
Its Vice President
|
||||||
By:
|
/s/ Brian Marcinek
|
|||||
Brian Marcinek,
|
||||||
Its Vice President
|
Exhibit 3.77
CERTIFICATE OF FORMATION OF
FRESNO MMDS ASSOCIATES, LLC
I.
The name of the limited liability company is Fresno MMDS Associates, LLC.
II.
The address of the registered office of the limited liability company in the State of Delaware is 2711 Centerville Rd., Suite 400, Wilmington, Delaware 19808 and the name of its registered agent at such address is Corporation Service Company.
III.
The formation shall be effective upon filing with the Delaware Secretary of State.
IN WITNESS WHEREOF, the undersigned authorized person has executed this Certificate of Formation this 12th day of November, 2008.
/s/ Timothy P. O’Grady | |
Timothy P. O’Grady | |
Authorized Person |
Exhibit 3.78
LIMITED LIABILITY COMPANY AGREEMENT
OF
FRESNO MMDS ASSOCIATES, LLC
(a Delaware Limited Liability Company)
Effective
as of
November 17, 2008
LIMITED LIABILITY COMPANY AGREEMENT
of
FRESNO MMDS ASSOCIATES, LLC
(a Delaware Limited Liability Company)
THIS LIMITED LIABILITY COMPANY AGREEMENT, effective as of November 17, 2008, is made by and between Fresno MMDS Associates, LLC (the “Company”) and American Telecasting Development, LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”). The Company is formed as a Delaware limited liability company under the Delaware Limited Liability Company Act, 6 Del.C. § 18-101 et seq., as it may be amended from time to time, and any successor to such statute (the “Act”).
1.
Certificate of Formation. A Certificate of Formation was filed on November 17, 2008, stated to be effective upon filing, the date on which the term of the Company shall begin. The Company has been formed under the provisions of the Act for the purposes and on the terms set forth in this Agreement.
2.
Name. The name of the Company is “Fresno MMDS Associates, LLC.”
3.
Purpose. The purpose and business of the Company is to engage in any and all lawful activity permitted to be conducted by a limited liability company under the Act, and to exercise all other powers necessary or reasonably connected or incidental to such purpose and business that may be legally exercised by the Company.
4.
Term. The term of the Company shall continue until the Company is dissolved in accordance with Section 10.
5.
Principal Place of Business. The principal place of business of the Company shall be 6200 Sprint Parkway, Overland Park, Kansas, 66251. The Manager may relocate the principal place of business or establish additional offices from time to time.
6.
Registered Office and Registered Agent. The Company’s initial registered agent and the address of its initial registered office are Corporation Service Company, 2711 Centreville Road, Suite 400, County of New Castle, Wilmington, Delaware 19808. The registered office and registered agent may be changed from time to time as determined by the Manager.
7.
Member. The Member is American Telecasting Development, LLC.
8.
Management.
8.1. Management by Manager. The business and affairs of the Company shall he managed by American Telecasting Development, LLC (the “Manager”). The Manager shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company and to perform any and all other acts or activities customary or incident to the management of the Company in the ordinary course of its business. The Manager may be removed by the Member at any time and from time to time, with or without cause, and the Member may appoint another person (including the Member) to serve as Manager of the Company.
8.2. Officers and Agents. The Manager may authorize one or more officers and agents to enter into any contract or to otherwise act on behalf of the Company to the extent that the Manager could take such action. Such authority may be general or be defined to specific instances. Unless authorized to do so by this Agreement or by the Manager, no employee, officer, or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable for any purpose.
9. Financial Matters.
9.1. Capital Contributions. The Member has made a capital contribution of $1.00 to the Company in exchange for all of the outstanding membership interests in the Company.
9.2. Distributions. The Manager may, in its discretion, cause the Company to make distributions to the Member from time to time as permitted by the Act.
9.3. U.S. Federal Income Tax Reporting. For all periods when there is only one member of the Company, (a) the Company shall be treated for U.S. federal income tax purposes as an entity disregarded as separate from the Member, and (b), all items of income, gain, loss, deduction and credit of the Company attributable to such periods shall be reported on the Member’s U.S. federal income tax return.
10. Dissolution and Liquidation.
10.1. Events of Dissolution. The Company shall dissolve upon the earlier of:
(a) the sale, transfer or other disposition of all or substantially all of the Company’s assets unless otherwise determined by the Member in writing;
(b) the entry of a decree of judicial dissolution under Section 17-802 of the Act; or
(c) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act.
11. Limitation of Liability; Indemnification.
11.1. Limitation of Liability. Neither the Member nor the Manager shall have any liability to the Company for monetary damages for conduct as the Member or the Manager, respectively, except as otherwise provided by the Act. If the Act is hereafter amended to authorize Company action further limiting the personal liability of members and managers, then the liability of the Member and the Manager shall be eliminated or limited to the full extent permitted by the Act, as so amended. No repeal or modification of the Act or this Section 11.1 shall adversely affect any right or protection of the Member or the Manager existing at the time of such repeal or modification for or with respect to an act or omission of the Member or the Manager occurring prior to such repeal or modification.
11.2. Indemnification. The Company shall indemnify the Member and the Manager from and against any judgments, settlements, penalties, fines or expenses incurred in a
proceeding to which the Member or the Manager is a party because it is, or was, the Member or the Manager to the fullest extent as permitted by the Act. The right to indemnification and payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section 11.2 shall not be exclusive of any other right the Member or the Manager may have or hereafter acquire under any statute, this Agreement or otherwise. No repeal or modification of the Act or this Section 11.2 shall adversely affect any right of the Member or the Manager to indemnification existing at the time of such repeal or modification for or with respect to indemnification related to an act or omission of the Member or the Manager occurring prior to such repeal or modification.
12. Miscellaneous.
12.1.
Assignment. The Member may assign in whole or in part its membership in the Company.
12.2.
Governing Law. This Agreement shall be construed and enforced in accordance with the internal laws of the State of Delaware, including without limitation, the Act.
12.3.
Amendments. This Agreement may not be amended except by the written agreement of the Member.
12.4.
Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.
12.5.
Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.
12.6.
Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.
Executed as of the date first above written by the undersigned.
COMPANY: | MEMBER: | |||
Fresno MMDS Associates, LLC | American Telecasting Development, LLC | |||
By: American Telecasting Development, LLC | By: | /s/ Timothy P. O’Grady | ||
Title: Manager and Sole Member | Name: Timothy P. O’Grady | |||
Title: Vice President | ||||
By: | /s/ Timothy P. O’Grady | |||
Name: Timothy P. O’Grady | ||||
Title: Vice President |
AMENDMENT TO
LIMITED LIABILITY AGREEMENT
OF
FRESNO MMDS ASSOCIATES, LLC
This amendment is made by the Sole Member of Fresno MMDS Associates, LLC (the “Company”), a Delaware limited liability company pursuant to the Delaware Limited Liability Company Act, to the Limited Liability Company Operating Agreement of Fresno MMDS Associates, LLC dated November 17, 2008 (the “Agreement”). The Member deems it is in the best interests of the Company to amend the Agreement as follows and these amendments are hereby approved and adopted:
The first sentence of Paragraph 8 is hereby amended in entirety to read as follows:
8. Management. The business and affairs of the Company shall be managed by Clearwire Xohm LLC (the “Manager”) or such other Manager as the Member shall designate.
IN WITNESS WHEREOF, the undersigned has executed this Amendment effective February 27, 2009.
MEMBER: | ||
AMERICAN TELECASTING DEVELOPMENT, LLC | ||
By Clearwire Xohm LLC, its Manager | ||
By | /s/ Broady Hodder | |
Its | Broady Hodder | |
SVP, General Counsel & Secretary |
Exhibit 3.82
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
INDEPENDENT WIRELESS ONE LEASED REALTY CORPORATION
(Originally incorporated on February 11, 2000)
Independent Wireless One Leased Realty Corporation, a Delaware corporation (the “Corporation”), DOES HEREBY CERTIFY:
FIRST: That the corporation has not yet received payment for any of its stock; and
SECOND: That, in accordance with Sections 241 and 245 of the Delaware General Corporation Law (the “DGCL”), the Board of Directors of the Corporation (the “Board”) duly adopted a resolution approving the amendment to and restatement of the Corporation’s Certificate of Incorporation (the “Certificate of Incorporation”) such that the Certificate of Incorporation reads in its entirety as follows:
Article I - NAME
The name of the Corporation is Independent Wireless One Leased Realty Corporation (the “Corporation”).
Article II - REGISTERED OFFICE
The address of the Corporation’s registered office in the State of Delaware is 1013 Centre Road, City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is Corporation Service Company.
Article III - PURPOSE
Section 1.
The nature of the business to be conducted by the Corporation is to engage solely in the following activities:
(a)
to acquire, own, hold, sell, assign, pledge, lease, license, occupy, finance, trade, exchange and otherwise deal in or with real property and interests in real property, including, without limitation, leasehold interests, in connection with the business of broadband personal telecommunications services or wireless services (the “Permitted Interests”);
(b)
to exercise all powers enumerated in the Delaware General Corporation Law that are incident to and necessary or convenient to the conduct of the business described above; and
(c)
to engage in any lawful acts or activities that are incidental to and necessary or convenient for the accomplishment of such purpose, including, without limitation, granting a security interest in any of its assets to secure indebtedness of its shareholder.
Section 2.
The Corporation: (i) is organized solely for the purposes set forth in Section 1 of this Article III, and will not engage in any business unrelated to the purposes set forth in
Section 1 of this Article III; and (ii) will not have any material assets other than the Permitted Interests and other assets related thereto.
Article IV - CAPITALIZATION
The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) shares of Common Stock, S.01 par value per share.
Article V - MANAGEMENT OF BUSINESS AND AFFAIRS
For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:
Section 1.
Management. The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board. The number of directors which shall constitute the whole Board shall be fixed by, or in the manner provided in, the Bylaws. The phrase “whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning, to wit, the total number of directors which the Corporation would have if there were no vacancies. No election of directors need be by written ballot.
Section 2.
Amendment of Bylaws. After the original or other Bylaws of the Corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of Section 109 of the DGCL, and, after the Corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the Corporation may be exercised by the Board. The Bylaws or any alteration, amendment or repeal thereof, shall not in any manner impair, or impair the intent of Article III hereof.
Article VI - DIRECTOR LIABILITY
No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that (except as set forth below) this Article VI does not eliminate or limit any such liability imposed by law: (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation shall be thither eliminated or limited pursuant to this Article VI to the fullest extent permitted by the DGCL as so amended. Unless applicable law requires otherwise, any repeal of this Article VI by the stockholders of the Corporation, and any modification to this Article VI (other than one further eliminating or limiting director personal liability) shall be prospective only and shall not adversely affect any elimination of, or limitation on, the personal liability of a director of the Corporation existing at the time of such repeal or modification.
Article VII - INDEMNIFICATION
Section 1.
Indemnification. To the fullest extent from tirne to time permitted by applicable law, the Corporation shall indemnify each Authorized Representative who was or is a party or who was or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (including, without limitation, one by or in the right of the Corporation to procure a judgment in its favor), whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent or another corporation, partnership, joint venture, trust, limited liability company or other enterprise, including service with respect to employee benefit plans, from and against any and all expenses (including, without limitation, attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Authorized Representative or on such Authorized Representative’s behalf in connection with such Proceeding. The Corporation shall make such indemnification to the Authorized Representative within 30 days after receipt by the Corporation of the written request of the Authorized Representative for such indemnification unless, within that time, the Corporation (by resolution of its directors or stockholders or the written opinion of its independent legal counsel) has determined that the Authorized Representative is not entitled to such indemnification.
Section 2.
Advancement of Expenses. Expenses (including attorneys’ fees and expenses) incurred by an Authorized Representative or on such Authorized Representative’s behalf in defending any such Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding, within 10 days after receipt by the Corporation of the written request of the Authorized Representative for such advance. To the extent required by law, the Corporation may condition such advance upon the receipt of the written undertaking of such Authorized Representative or on such Authorized Representative’s behalf to repay such amount if it shall ultimately be determined that the Authorized Representative is not entitled to be indemnified by the Corporation. Such undertaking shall not be required to be guarantied by any other person or collateralized, and shall be accepted by the Corporation without regard to the financial ability of the person providing such undertaking to make such repayment.
Section 3.
Presumptions, Enforcement. For all purposes of this Article VII and to the fullest extent permitted by applicable law, there shall be a rebuttable presumption in favor of the Authorized Representative that all requested indemnifications and advancements of expenses are reasonable and that all conditions to indemnification or expense advancements, whether required under this Article VII or the DGCL, have been satisfied. The rights to indemnification and advancements of expenses provided by, or granted pursuant to, this Article VII shall be enforceable by any person entitled to such indemnification or advancement of expenses in any court of competent jurisdiction. Neither the failure of the Corporation (including the directors, its independent legal counsel and its stockholders) to have made a determination prior to the commencement of such action that such indemnification or advancement of expenses is proper in the circumstances nor an actual determination by the Corporation (including its directors, independent legal counsel and its stockholders) that such person in not entitled to indemnification or advancement of expenses shall constitute a defense to the action or create a presumption that such person is not so entitled. Such a person shall also be indemnified for any expenses incurred
in connection with successfully establishing his or her right to such indemnification or advancement of expenses, in whole or in part, in any such proceeding.
Section 4.
Authorized Representative. As used in this Article VII, “Authorized Representative” means, collectively: (i) any person who is or was an officer or director of the Corporation or is or was serving as a director, officer, employee or agent or in any capacity at the request of the Corporation, for any other corporation, partnership, joint venture, trust, limited liability company, employee benefit plan or other enterprise; and (ii) any other person who may be designated by the Board from time to time as an “authorized representative” for purposes of this Article VII. The provisions of Section 145(h), (i) and (j) of the DGCL shall apply to this Article VII.
Section 5.
Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust, limited liability company, employee benefit plan or other enterprise against expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or, loss under the DGCL or this Article VII.
Section 6.
Article Not Exclusive. The rights to indemnification and to the advancement of expenses conferred in this Article VII shall not be exclusive of any other right which any Authorized Representative may have or hereafter acquire under any statute, this Restated Certificate of Incorporation, any bylaw, agreement (including any insurance policy), vote of stockholders or disinterested directors or otherwise, both as to action in such Authorized Representative’s official capacity and as to action in another capacity while holding such office. Nothing in this Article VII shall affect the right of the Corporation to grant rights of indemnification, and the advancement of expenses, to any other person or in any other circumstance.
Section 7.
Reliance. Each Authorized Representative shall be deemed to have acted in reliance upon the rights to indemnification and advancement of expenses established in this Article VII. Unless applicable law requires otherwise, any repeal or modification of this Article VII (other than a modification expanding the right to indemnification and expense advancement in favor of Authorized Representatives) shall be prospective only and shall not adversely affect any right or benefit of an Authorized Representative to indemnification or expense advancement at the time of such repeal or modification.
Section 8.
Severability. If any portion of this Article VII shall be held to be illegal, invalid or otherwise unenforceable by any court having appropriate jurisdiction, then the Corporation nevertheless shall indemnify and advance expenses to each Authorized Representative to the fullest extent permitted by the applicable portions of this Article VII not so held to be illegal, invalid, unenforceable, and otherwise to the fullest extent permitted by law.
Section 9.
Related Service. Any director or officer of the Corporation serving in any capacity in (a) another corporation of which a majority of the shares entitled to vote in the election of its directors is held, directly or indirectly, by the Corporation or (b) any employee benefit plan
of the Corporation or any corporation referred to in clause (a) shall be deemed to be doing so at the request of the Corporation.
Section 10.
Applicable Law. To the extent permitted by law, any person entitled to indemnification or advancement of expenses as a matter of right pursuant to this Article VII may elect to have the right to indemnification or advancement of expenses interpreted on the basis of the applicable law in effect at the time of the occurrence of the event or events giving rise to the applicable Proceeding, or on the basis of the applicable law in effect at the time such indemnification or advancement of expenses is sought. Such election shall be made, by a notice in writing to the Corporation, at the time indemnification or advancement of expenses is sought; provided, however, that if no such notice is given, the right to indemnification or advancement of expenses shall be determined by the law in effect at the time such indemnification or advancement or expenses is sought.
Article VIII - AMENDMENTS
Subject to the terms and provisions of Article III hereof, this Restated Certificate of Incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this Restated Certificate of Incorporation are granted subject to the provisions of this Article VIII.
IN WITNESS WHEREOF, this Restated Certificate of Incorporation which has been duly adopted in accordance with Sections 241 and 245 of the DGCL. has been executed by its duly authorized officer this March 24, 2000,
INDEPENDENT WIRELESS ONE LEASED REALTY CORPORATION | ||
By: | /s/ J. K. Hage III | |
Name: J. K. Hage III | ||
Title: Vice President |
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
INDEPENDENT WIRELESS ONE LEASED REALTY CORPORATION
Adopted in accordance with the
provisions of Sections 242 and 303 of the General
Corporation Law of the State of Delaware
FIRST: The name of the corporation is Independent Wireless One Leased Realty Corporation (the “Corporation”).
SECOND: Article IV of the Amended and Restated Certificate of Incorporation of the Corporation is hereby deleted in its entirety and substituting in lieu thereof the following new Article IV:
1. The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) shares of Common Stock, $.01 par value per share.
2. To the extent required by Section 1123(a)(6) of the U.S. Bankruptcy Code (11 U.S.C. § 1123(a)(6)), no nonvoting equity securities of the Corporation shall be issued. This provision shall have no further force and effect beyond that required by Section 1123(a)(6) and is applicable only for so long as such section is in effect and applicable to the Corporation.
THIRD: The foregoing amendment to the Amended and Restated Certificate of Incorporation was authorized pursuant to Sections 242 and 303 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has made and subscribed this certificate on February 10, 2005.
INDEPENDENT WIRELESS ONE LEASED REALTY CORPORATION | ||
By: | /s/ James J. Loughlin, Jr. | |
|
Name: James J. Loughlin, Jr.
|
|
|
Title: Chief Restructuring Officer |
Exhibit 3.83
INDEPENDENT WIRELESS ONE LEASED REALTY CORPORATION
AMENDED AND RESTATED BYLAWS
(10/21/2005)
Article One
STOCKHOLDERS
Section 1.1.
Annual Meetings. An annual meeting of stockholders of the Corporation to elect directors and transact such other business as may properly be presented to the meeting shall be held at such place, within or without the State of Delaware, as the Board of Directors may from time to time fix, at 10:00 a.m., or such other time as may be designated by the Board of Directors, on the second Tuesday in May in each year or, if that day shall be a legal holiday in the jurisdiction in which the meeting is to be held, then on the next day not a legal holiday.
Section 1.2.
Special Meetings. A special meeting of stockholders may be called at any time by the Board of Directors, the Executive Committee or the President and shall be called by any of them or by the Secretary upon receipt of a written request to do so specifying the matter or matters, appropriate for action at such a meeting, proposed to be presented at the meeting and signed by holders of record of a majority of the shares of stock that would be entitled to be voted on such matter or matters if the meeting were held on the day such request is received and the record date for such meeting were the close of business on the preceding day. Any such meeting shall be held at such time and at such place, within or without the State of Delaware, as shall be determined by the body or person calling such meeting and as shall be stated in the notice of such meeting.
Section 1.3.
Notice of Meeting. For each meeting of stockholders written notice shall be given stating the place, date and hour, and in the case of a special meeting, the purpose or purposes for which the meeting is called and, if the list of stockholders required by Section 1.9 is not to be at such place at least 10 days prior to the meeting, the place where such list will be. Except as otherwise provided by Delaware law, the written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.
Section 1.4.
Nominations. Nominations of persons for election to the Board of Directors of the Corporation at a meeting of the stockholders may be made by or at the direction of the Board of Directors or may be made at a meeting of the Stockholders by any stockholder of the Corporation entitled to vote for the election of Directors at the meeting.
Section 1.5.
Quorum. Except as otherwise required by law or the Articles of Incorporation, the holders of record of a majority of the shares of stock entitled to be voted present in person or represented by proxy at a meeting shall constitute a quorum for the transaction of business at the meeting, but in the absence of a quorum the holders of record
present or represented by proxy at such meeting may vote to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is obtained. At any such adjourned session of the meeting at which there shall be present or represented the holders of record of the requisite number of shares, any business may be transacted that might have been transacted at the meeting as originally called.
Section 1.6.
Chairman and Secretary at Meeting. At each meeting of stockholders the President of the Corporation, or in his absence or inability to act, the person designated by the Board of Directors, shall preside as chairman of the meeting; if no person is so designated, then the stockholders present at the meeting shall choose a chairman by plurality vote. The Secretary, or in his absence a person designated by the chairman of the meeting, shall act as secretary of the meeting.
Section 1.7.
Voting; Proxies. Except as otherwise provided by law or the Articles of Incorporation and subject to the provisions of Section 1.11:
(a)
At every meeting of the stockholders each stockholder shall be entitled to one vote for each share of capital stock held by him.
(b)
Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy.
(c)
Each matter, other than election of directors, properly presented to any meeting shall be decided by a majority of the votes cast on the matter.
(d)
Election of directors and the vote on any other matter presented to a meeting shall be by written ballot.
Section 1.8.
Adjourned Meetings. A meeting of stockholders may be adjourned to another time or place as provided in Section 1.5. Unless the Board of Directors fixes a new record date, stockholders of record for an adjourned meeting shall be as originally determined for the meeting from which the adjournment was taken. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote. At the adjourned meeting any business may be transacted that might have been transacted at the meeting as originally called.
Section 1.9.
Consent of Stockholders in Lieu of Meeting. Any action that may be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all of the holders of outstanding stock entitled to vote thereon.
Section 1.10.
List of Stockholders Entitled to Vote. Before every meeting of stockholders a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder, shall be prepared and shall be open to the examination of any stockholder for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. Such list shall be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.
Section 1.11.
Fixing of Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed; and the record date for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Article Two
DIRECTORS
Section 2.1.
Number; Term of Office; Qualifications; Vacancies. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors. The number of directors that shall constitute the whole Board shall be determined by action of the Board of Directors taken by the affirmative vote of a majority of the whole Board. Directors shall be elected at the annual meeting of stockholders to hold office, subject to Sections 2.2 and 2.3, until the next annual meeting of stockholders and until their respective successors are elected and qualified. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director, and the directors so chosen shall hold office, subject to Sections 2.2 and 2.3, until the next annual meeting of stockholders and until their respective successors are elected and qualified.
Section 2.2.
Resignation. Any director of the Corporation may resign at any time by giving written notice of such resignation to the Board of Directors, the President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if no time be specified, upon receipt thereof by the Board of Directors or one of the above-named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective. When one or more directors shall resign from the Board of Directors effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in these Bylaws in the filling of other vacancies.
Section 2.3.
Removal. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors; provided, however, if less than the entire Board is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors.
Section 2.4.
Regular and Annual Meetings; Notice. Regular meetings of the Board of Directors shall be held at such time and at such place, within or without the State of Delaware, as the Board of Directors may from time to time prescribe. No notice need be given of any regular meeting, and a notice, if given, need not specify the purposes thereof. A meeting of the Board of Directors may be held without notice immediately after an annual meeting of stockholders at the same place as that at which such meeting was held.
Section 2.5.
Special Meetings; Notice. A special meeting of the Board of Directors may be called at any time by the Board of Directors, the Executive Committee, the President or any person acting in the place of the President and shall be called by any one of them or by the Secretary upon receipt of a written request to do so specifying the matter or matters, appropriate for action at such a meeting, proposed to be presented at the meeting and signed by at least two directors. Any such meeting shall be held at such time and at such place, within or without the State of Delaware, as shall be determined by the body or person calling such meeting. Notice of such meeting stating the time and place thereof shall be given (a) by deposit of the notice in the United States mail, first class, postage prepaid, at least two days before the day fixed for the meeting addressed to each director at his address as it appears on the Corporation’s records or at such other address as the director may have furnished the Corporation for that purpose, or (b) by delivery of the notice similarly addressed for dispatch by facsimile, telegraph, cable, or radio or by delivery of the notice by telephone or in person, in each case at least 24 hours before the time fixed for the meeting.
Section 2.6.
Presiding Officer and Secretary at Meetings. Each meeting of the Board of Directors shall be presided over by the President or in his absence by such member of the Board of Directors as shall be chosen by the meeting. The Secretary, or in his absence an Assistant Secretary, shall act as secretary of the meeting, or if no such officer is present, a secretary of the meeting shall be designated by the person presiding over the meeting.
Section 2.7.
Quorum. A majority of the whole Board of Directors shall constitute a quorum for the transaction of business, but in the absence of a quorum a majority of those present (or if only one be present, then that one) may adjourn the meeting, without notice other than announcement at the meeting, until such time as a quorum is present. Except as may otherwise be required by the Articles of Incorporation or the Bylaws, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 2.8.
Meeting by Telephone. Members of the Board of Directors or of any committee thereof may participate in meetings of the Board of Directors or of such committee by
means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.
Section 2.9.
Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board of Directors or of such committee.
Section 2.10.
Executive and Other Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate an Executive Committee and one or more other committees, each such committee to consist of one or more directors as the Board of Directors may from time to time determine. Any such committee, to the extent provided in such resolution or resolutions, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation between meetings of the Board of Directors, including the power to authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have such power or authority to amend the Articles of Incorporation, adopt an agreement of merger or consolidation, recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution, amend the Bylaws or otherwise to act (other than to make recommendations) where it is provided by law or by the Articles of Incorporation that any vote or action, in order to bind the Corporation, shall be taken by the Directors, and unless the resolution creating such committee or the articles of incorporation shall expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law of the State of Delaware.
In the absence or disqualification of a member of a committee, the number of members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Each such committee other than the Executive Committee shall have such name as may be determined from time to time by the Board of Directors.
A majority of the committee shall constitute a quorum for the transaction of business at any meeting for which written notice has been given to all members or for which notice has been waived by all members. Each such committee shall keep a record of its proceedings and may hold meetings upon one (1) day’s written notice or upon waiver of notice signed by all of the members of the committee either before or after said committee meeting.
Section 2.11.
Compensation. Directors shall receive compensation for their services as directors or as members of committees as may from time to time be fixed by the Board of Directors. They may also be reimbursed for their expenses in attending any meeting and in the transaction of business for the Corporation.
Article Three
OFFICERS
Section 3.1.
Election; Qualification. The officers of the Corporation shall be a President, one or more Vice Presidents, one or more of whom may be designated Executive Vice President or Senior Vice President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors may elect a Controller, one or more Assistant Secretaries, one or more Assistant Treasurers, one or more Assistant Controllers and such other officers as it may from time to time determine. Two or more offices may be held by the same person.
Section 3.2.
Term of Office. Each officer shall hold office from the time of his election and qualification to the time at which his successor is elected and qualified, unless sooner he shall die or resign or shall be removed pursuant to Section 3.4.
Section 3.3.
Resignation. Any officer of the Corporation may resign at any time by giving written notice of such resignation to the Board of Directors, the President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if no time be specified, upon receipt thereof by the Board of Directors or one of the above-named officers; and, unless specified in the resignation, the acceptance of such resignation shall not be necessary to make it effective.
Section 3.4.
Removal. Any Officer may be removed at any time, with or without cause, by the vote of a majority of the whole Board of Directors.
Section 3.5.
Vacancies. Any vacancy however caused in any office of the Corporation may be filled by the Board of Directors.
Section 3.6.
Compensation. The compensation of each officer shall be such as the Board of Directors may from time to time determine.
Section 3.7.
President. Unless the Board of Directors otherwise provides, the President shall be the Chief Executive Officer of the Corporation with such general executive powers and duties of supervision and management as are usually vested in such office and shall perform such other duties as are authorized by the Board of Directors. The President shall sign all contracts, certificates and other instruments of the Corporation as authorized by the Board of Directors.
Section 3.8.
Vice President. Each Vice President shall have such powers and duties as generally pertain to the office of Vice President and as the Board of Directors or the President may from time to time prescribe. During the absence of the President or his inability to act, the Vice President, or if there shall be more than one Vice President, then that one designated by the Board of Directors, shall exercise the powers and shall perform the duties of the President, subject to the direction of the Board of Directors.
Section 3.9.
Secretary. The Secretary shall keep the minutes of all meetings of stockholders and of the Board of Directors and issue notices of such meetings as necessary. He
shall be custodian of the corporate seal and shall affix it or cause it to be affixed to such instruments as require such seal and attest the same and shall exercise the powers and shall perform the duties incident to the office of Secretary, subject to the direction of the Board of Directors. Any Assistant Secretary, in the absence or inability of the Secretary, shall perform all duties of the Secretary and such other duties as may be required.
Section 3.10.
Treasurer. The Treasurer shall have care and custody of all money and securities of the Corporation and shall give bond in such sum and with such sureties as the Board of Directors may specify, conditioned upon the faithful performance of the duties of his office. He shall keep regular books of account and shall submit them, together with all his vouchers, receipts, records and other papers, to the Board of Directors for their examination and approval annually; and semi-annually, or when directed by the Board of Directors, he shall submit to each director a statement of the condition of the business and accounts of the Corporation; and shall perform all such other duties as are incident to his office. An Assistant Treasurer, in the absence or inability of the Treasurer, shall perform all the duties of the Treasurer and such other duties as may be required.
Section 3.11.
Other Officers. Each other officer of the Corporation shall exercise the powers and shall perform the duties incident to his office, subject to the direction of the Board of Directors.
Article Four
CAPITAL STOCK
Section 4.1.
Stock Certificates. The interest of each holder of stock of the Corporation shall be evidenced by a certificate or certificates in such form as the Board of Directors may from time to time prescribe. Each certificate shall be signed by or in the name of the Corporation by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary. If such certificate is countersigned (1) by a transfer agent other than the Corporation or its employee or (2) by a registrar other than the Corporation or its employee, any other signature on the certificate may be facsimile. If any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.
Section 4.2.
Transfer of Stock. Shares of stock shall be transferable on the books of the Corporation pursuant to applicable law and such rules and regulations as the Board of Directors may from time to time prescribe.
Section 4.3.
Holders of Record. Prior to due presentment for registration of transfer the Corporation may treat the holder of record of a share of its stock as the complete owner thereof exclusively entitled to vote, to receive notifications and otherwise entitled to all the rights and powers of a complete owner thereof, notwithstanding notice to the contrary.
Section 4.4.
Lost, Stolen, Destroyed or Mutilated Certificate. The Corporation shall issue a new certificate of stock to replace a certificate theretofore issued by it alleged to have been lost, destroyed or wrongfully taken, if the owner or his legal representative (i) requests replacement before the Corporation has notice that the stock certificate has been acquired by a bona fide purchaser; (ii) files with the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss or destruction of any such stock certificate or the issuance of any such new stock certificate; and (iii) satisfies such other terms and conditions as the Board of Directors may from time to time prescribe.
Section 4.5.
No Preemptive Rights. No holder of shares of any class of this Corporation, or holder of any securities or obligations convertible into shares of any class of this Corporation, shall have any preemptive right whatsoever to subscribe for, purchase or otherwise acquire shares of this Corporation of any class, whether now or hereafter authorized.
Article Five
INDEMNIFICATION
Section 5.1.
General Indemnity. The Corporation shall indemnify, subject to the requirements of Section 5.4, any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.
Section 5.2.
Derivative Suit Indemnity. The Corporation shall indemnify, subject to the requirements of Section 5.4, any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
Section 5.3.
Expense Indemnity. To the extent that a director, officer, employee or agent of the Corporation, or a person serving in any other enterprise at the request of the Corporation, has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 5.1 and 5.2 or in defense of any claim, issue or matter therein, such director, officer, employee or agent shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
Section 5.4.
Procedure. Any indemnification under Sections 5.1 and 5.2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, or employee is proper in the circumstances because such director, officer, employee or agent has met the applicable standard of conduct set forth in Sections 5.1 and 5.2. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.
Section 5.5.
Advances of Expenses. Expenses (including attorneys’ fees) incurred by a director or officer in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it is ultimately determined that the director or officer is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.
Section 5.6.
Non-Exclusive Rights. The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this Section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in a person’s official capacity and as to action in another capacity while holding such office.
The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article.
Section 5.7.
Continuation of Indemnities. For purposes of this Article, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.
Section 5.8.
Definition. For purposes of this Article, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Section.
Section 5.9.
Benefits. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
Article Six
GENERAL PROVISIONS
Section 6.1.
Waiver of Notice. Whenever notice is required by the Articles of Incorporation, the Bylaws or any provision of the General Corporation Law of the State of Delaware, a written waiver thereof, signed by the person entitled to notice, whether before or after the time required for such notice, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice.
Section 6.2.
Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless the Board of Directors shall from time to time otherwise prescribe.
Section 6.3.
Corporate Seal. The corporate seal shall be in such form as the Board of Directors may from time to time prescribe, and the same may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.
Article Seven
AMENDMENT OF BYLAWS
Section 7.1.
Amendment. The Bylaws may be made, altered or repealed at any meeting of stockholders or at any meeting of the Board of Directors by a majority vote of the whole Board.
Exhibit 3.84
CERTIFICATE OF FORMATION
OF
KENNEWICK LICENSING, LLC
The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:
FIRST: The name of the limited liability company (hereinafter called the “Company”) is: KENNEWICK LICENSING, LLC
SECOND: The address of the registered office and the name and the address of the registered agent of the Company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.
THIRD: The Manager of the Company shall be Wireless Broadcasting Systems of Kennewick, LLC. No Member shall have the authority to bind the Company contractually or otherwise unless said Member is also the Manager of the Company or is expressly granted such authority by the Manager or the Limited Liability Company Agreement, as amended. Any action taken by a Member which violates this provision shall be null and void and have no effect.
DATED: June 3, 1997
/s/ Michelle Jackson | |
Michelle Jackson | |
Authorized Person |
Certificate of Amendment to Certificate of Formation
of
KENNEWICK LICENSING, LLC
It is hereby certified that”
1. The name of the limited liability company (hereinafter called the “limited liability company”) is KENNEWICK LICENSING, LLC
2. The certificate of formation of the limited liability company is hereby amended by striking out the statement relating to the limited liability company’s registered agent and registered office and by substituting in lieu thereof the following new statement:
“The address of the registered office and the name and the address of the registered agent of the limited liability company required in be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808.”
Executed on March 14, 2003
/s/ Claudia Toussaint | |
Claudia Toussaint, Authorized Person |
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
1. | Name of limited liability Company: KENNEWICK LICENSING, LLC |
2. |
The Certificate of Formation of the limited liability company is hereby amended as follows: THIRD: The Manager of the Company shall be WBS Washington, LLC. No member shall have the authority to bind the company contractually or
otherwise unless said Member is also the Manager of the company or is expressly granted such authority by the Manager or the Limited Liability Company Agreement, as amended. Any action taken by a member which violates the this provision shall
be null and void and have no effect.
|
IN WITNESS WHEREOF, the undersigned have execute this Certificate of the 27th day of March , A.D. 2006
By: | /s/ Brett W. Andreasen | |
Authorized Person(s) | ||
Name: Brett W. Andreasen, Assistant Secretary of WBS Washington, LLC, Member/Manager of Kennewick Licensing, LLC | ||
Print or Type |
Exhibit 3.85
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
KENNEWICK LICENSING, LLC
(a Delaware Limited Liability Company)
Effective
as of
November 18, 2008
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
of
KENNEWICK LICENSING, LLC
(a Delaware Limited Liability Company)
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, effective as of November 18, 2008, is made by and between Kennewick Licensing, LLC (the “Company”) and WBS Washington, LLC, a Delaware corporation, as the sole member of the Company (the “Member”). The Company is formed as a Delaware limited liability company under the Delaware Limited Liability Company Act, 6 Del.C. § 18-101 et seq., as it may be amended from time to time, and any successor to such statute (the “Act”).
1. Certificate of Formation. A Certificate of Formation was filed on June 3, 1997, stated to be effective upon filing, the date on which the term of the Company shall begin. The Company has been formed under the provisions of the Act for the purposes and on the terms set forth in this Agreement.
2. Name. The name of the Company is “Kennewick Licensing, LLC.”
3. Purpose. The purpose and business of the Company is to engage in any and all lawful activity permitted to be conducted by a limited liability company under the Act, and to exercise all other powers necessary or reasonably connected or incidental to such purpose and business that may be legally exercised by the Company.
4. Term. The term of the Company shall continue until the Company is dissolved in accordance with Section 10.
5. Principal Place of Business. The principal place of business of the Company shall be 6200 Sprint Parkway, Overland Park, Kansas, 66251. The Manager may relocate the principal place of business or establish additional offices from time to time.
6. Registered Office and Registered Agent. The Company’s initial registered agent and the address of its initial registered office are Corporation Service Company, 2711 Centreville Road, Suite 400, County of New Castle, Wilmington, Delaware 19808. The registered office and registered agent may be changed from time to time as determined by the Manager.
7. Member. The Member is WBS Washington, LLC.
8. Management.
8.1 Management by Manager. The business and affairs of the Company shall be managed by WBS Washington, LLC (the “Manager”). The Manager shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company and to perform any and all other acts or activities customary or incident to the management of the Company in the ordinary course of its business. The Manager
may be removed by the Member at any time and from time to time, with or without cause, and the Member may appoint another person (including the Member) to serve as Manager of the Company.
8.2 Officers and Agents. The Manager may authorize one or more officers and agents to enter into any contract or to otherwise act on behalf of the Company to the extent that the Manager could take such action. Such authority may be general or be defined to specific instances. Unless authorized to do so by this Agreement or by the Manager, no employee, officer, or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable for any purpose.
9. Financial Matters.
9.1 Capital Contributions. The Member has made a capital contribution of $1.00 to the Company in exchange for all of the outstanding membership interests in the Company.
9.2 Distributions. The Manager may, in its discretion, cause the Company to make distributions to the Member from time to time as permitted by the Act.
9.3 U.S. Federal Income Tax Reporting. For all periods when there is only one member of the Company, (a) the Company shall be treated for U.S. federal income tax purposes as an entity disregarded as separate from the Member, and (b), all items of income, gain, loss, deduction and credit of the Company attributable to such periods shall be reported on the Member’s U.S. federal income tax return.
10. Dissolution and Liquidation.
10.1 Events of Dissolution. The Company shall dissolve upon the earlier of:
(a) the sale, transfer or other disposition of all or substantially all of the Company’s assets unless otherwise determined by the Member in writing;
(b) the entry of a decree of judicial dissolution under Section 17-802 of the Act; or
(c) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act.
11. Limitation of Liability; Indemnification.
11.1 Limitation of Liability. Neither the Member nor the Manager shall have any liability to the Company for monetary damages for conduct as the Member or the Manager, respectively, except as otherwise provided by the Act. If the Act is hereafter amended to authorize Company action further limiting the personal liability of members and managers, then the liability of the Member and the Manager shall be eliminated or limited to the full extent permitted by the Act, as so amended. No repeal or modification of the Act or this Section 11.1 shall adversely affect any right or protection of the Member or the Manager existing at the time
of such repeal or modification for or with respect to an act or omission of the Member or the Manager occurring prior to such repeal or modification.
11.2 Indemnification. The Company shall indemnify the Member and the Manager from and against any judgments, settlements, penalties, fines or expenses incurred in a proceeding to which the Member or the Manager is a party because it is, or was, the Member or the Manager to the fullest extent as permitted by the Act. The right to indemnification and payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section 11.2 shall not be exclusive of any other right the Member or the Manager may have or hereafter acquire under any statute, this Agreement or otherwise. No repeal or modification of the Act or this Section 11.2 shall adversely affect any right of the Member or the Manager to indemnification existing at the time of such repeal or modification for or with respect to indemnification related to an act or omission of the Member or the Manager occurring prior to such repeal or modification.
12. Miscellaneous.
12.1 Assignment. The Member may assign in whole or in part its membership in the Company.
12.2 Governing Law. This Agreement shall be construed and enforced in accordance with the internal laws of the State of Delaware, including without limitation, the Act.
12.3 Amendments. This Agreement may not be amended except by the written agreement of the Member.
12.4 Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.
12.5 Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.
12.6 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.
Executed as of the date first above written by the undersigned.
COMPANY: | MEMBER: | ||
Kennewick Licensing, LLC | WBS Washington, LLC | ||
By: WBS Washington, LLC | By: | /s/ Timothy P. O’Grady | |
Title: Manager and Sole Member | Name: Timothy P. O’Grady | ||
Title: Vice President |
By: | /s/ Timothy P. O’Grady | ||
Name: Timothy P. O’Grady | |||
Title: Vice President |
AMENDMENT TO
LIMITED LIABILITY AGREEMENTS
OF
THE ENTITIES LISTED IN SCHEDULE I ATTACHED
This amendment is made by the Sole Member of the entities listed on Schedule I (collectively, the “Companies” and each a “Company”), pursuant to the Delaware Limited Liability Company Act, to the Limited Liability Company Operating Agreements of the entities listed in Schedule I attached dated October 29, 2008 and November 18, 2008 (the “Agreements”). The Member deems it is in the best interests of the Company to amend the Agreements as follows and these amendments are hereby approved and adopted:
The first sentence of Paragraph 8 is hereby amended in entirety to read as follows:
8. Management. The business and affairs of the Company shall be managed by Clearwire Xohm LLC (the “Manager”) or such other Manager as the Member shall designate.
IN WITNESS WHEREOF, the undersigned has executed this Amendment effective February 27, 2009.
MEMBER: | ||
WBS Washington, LLC | ||
By Clearwire Xohm LLC, its Manager | ||
By: | /s/ Broady Hodder | |
Name: Broady Hodder | ||
Title: SVP, General Counsel and Secretary |
SCHEDULE I
The Company or Companies | Sole Member | |
1. | WBSY Licensing, LLC, a Delaware limited liability company | WBS Washington, LLC, a Delaware limited liability company |
2. | Kennewick Licensing, LLC, a Delaware limited liability company | WBS Washington, LLC, a Delaware limited liability company |
Exhibit 3.86
STATE of DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE of FORMATION
First: | The name of the limited liability company is: |
L3TV Chicagoland Cable System, LLC.
Second: | The address of its registered office in the State of Delaware is: |
Corporation Service Company
2711 Centerville Road, Suite 400
Wilmington, Delaware 19808.
The name of its Registered agent at such address is:
Corporation Service Company.
Third: | L3TV Chicagoland Cable System, LLC shall commence upon the filing of this Certificate of Formation and shall continue in until dissolved. |
In Witness Whereof, the undersigned has executed this Certificate of Formation this 14th day of September 2016.
By: | /s/ Darin Inglish | |
Darin Inglish | ||
Attorney |
Exhibit 3.87
LIMITED LIABILITY COMPANY AGREEMENT
OF
L3TV CHICAGOLAND CABLE SYSTEM, LLC
This Limited Liability Company Agreement (this “Agreement”) of L3TV Chicagoland Cable System, LLC, is entered into as of the 22nd day of August 2017, by Layer3 TV, Inc. as a member (the “Member”).
The Member in order to ratify the formation a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (6 Del.C. §18-101, et seq.) (the “Act”), hereby agrees with the Company as follows:
1.
Name. The name of the limited liability company shall be L3TV Chicagoland Cable System, LLC (the “Company”).
2.
Member. The name and the business, residence or mailing addresses of the Member is as follows:
Name
Layer3 TV, Inc.
|
Address
1660 Wynkoop St., Suite 800
Denver, CO 80202
|
3.
Registered Office/Registered Agent. The address of the registered office of the Company in the State of Delaware, and the name and address of the registered agent of the Company for service of process on the Company in the State of Delaware, is The Company Corporation, 251 Little Falls Drive, Wilmington, Delaware 19808.
4.
Certificate. The Member is hereby designated as an authorized person with the meaning of the Act to execute, deliver and file the certificate of formation of the Company (the “Certificate”), and to execute, deliver and file any amendments or restatements of the Certificate or any certificate of cancellation of the Certificate.
5.
Purpose/Powers. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing. The Company shall have the power and authority to do any and all acts necessary or convenient to or in furtherance of said purposes, including all power and authority, statutory or otherwise, possessed by, or which may be conferred upon, limited liability companies under the laws of the State of Delaware.
6.
Management. Management, operation and policy of the Company shall be vested exclusively in the Member, who shall act as “manager” within the meaning of the Act. The Member, acting through its duly authorized agents and officers, is authorized and empowered on behalf and in the name of the Company to perform all acts and engage in all activities and transactions which it may in its sole discretion deem necessary or advisable in order to cause the Company to carry out its purpose and exercise the powers granted to the Company hereunder and
under the Act. The Member is an agent of the Company and the actions of such Member in such capacity shall be binding on the Company without liability to the Member so acting.
7.
Agents; Officers. The Member by written instrument signed by the Member shall have the power to appoint agents and officers to act for the Company with such titles as the Member deems appropriate and to delegate to such agents and officers such of the powers as are held by the Member hereunder as the Member may determine. The Member by written instrument signed by the Member may, in the sole discretion of the Member, ratify any act previously taken by an agent or officer acting on behalf of the Company. Except as provided in this Section 7, the Member shall be the sole person with the power to bind the Company.
8.
Reliance by Third Parties. Any person or entity dealing with the Company or the Member may rely upon a certificate signed by the Member as to: (a) the identity of the Member; (b) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the Member or are in any other manner germane to the affairs of the Company; (c) the persons who or entities which are authorized to execute and deliver any instrument or document of or on behalf of the Company; or (d) any act or failure to act by the Company or as to any other matter whatsoever involving the Company or the Member.
9.
Capital Contributions: Common Units. The Member has contributed $100 in cash, as its initial capital contribution to the Company in exchange for 1,000 Common Units of the Company (the “Common Units”). The Common Units shall be uncertificated. The Member may make, but shall not be required to make, additional capital contributions to the Company.
10.
Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.
11.
Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.
12.
Dissolution. The Company shall have perpetual existence unless it shall be dissolved and its affairs shall have been wound up upon (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate as provided in the Act. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.
13.
Assignments. The Member may assign its limited liability company interest to any person, which person shall become a Member upon the filing of the instrument of assignment with the records of the Company.
14.
Amendments. This Agreement may be amended or restated from time to time by the Member.
15.
Liability of Member. The Member shall not have any liability for any obligations or liabilities of the Company except to the extent provided in the Act.
16.
Governing Law. This Agreement shall be governed by, and construed under, the Laws of the State of Delaware, all rights and remedies being governed by said laws.
17.
No State-law Partnership. The Member intends that the Company not be a partnership (including a limited partnership) or joint venture, and neither this Agreement nor any other document entered into by the Company or the Member relating to the subject matter hereof shall be construed to suggest otherwise.
[Remainder of Page Intentionally Blank]
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date and year first above written.
MEMBER: | ||
LAYER3 TV, INC. | ||
By:
|
/s/ Jeffrey T. Binder | |
Name: Jeffrey T. Binder | ||
Title: Chief Executive Officer |
Exhibit 3.88
STATE of DELAWARE
LIMITATION OF LIABILITY COMPANY
CERTIFICATE of FORMATION
First: | The name of the limited liability company is: |
L3TV Colorado Cable System, LLC.
Second:
|
The address of its registered office in the State of Delaware is: |
Corporation Service Company
2711 Centerville Road, Suite 400
Wilmington, Delaware 19808.
The name of its Registered agent at such address is:
Corporation Services Company.
Third: | L3TV Colorado Cable System, LLC shall commence upon the filing of this Certificate of Formation and shall continue in until dissolved. |
In Witness Whereof, the undersigned has executed this Certificate of Formation this 14th day of September 2016.
By: | /s/ Darin Inglish | |
Darin Inglish | ||
Attorney |
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT CHANGING ONLY THE
REGISTERED OFFICE OR REGISTERED AGENT OF A
LIMITED LIABILITY COMPANY
The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:
1. The name of the limited liability company is L3TV COLORADO CABLE SYSTEM, LLC.
The Registered Office of the limited liability company in the State of Delaware is changed to 2711 CENTERVILLE ROAD, SUITE 400 (street), in the City of WILMINGTON, Zip Code 19808 . The name of the Registered Agent at such address upon whom process against this limited liability company may be served is THE COMPANY CORPORATION.
By: | /s/ JEFFREY BINDER | |
Authorized Person | ||
Name: JEFFREY BINDER |
Exhibit 3.89
LIMITED LIABILITY COMPANY AGREEMENT
OF
L3TV COLORADO CABLE SYSTEM, LLC
This Limited Liability Company Agreement (this “Agreement”) of L3TV Colorado Cable System, LLC, is entered into as of the 22nd day of August 2017, by Layer3 TV, Inc. as a member (the “Member”).
The Member in order to ratify the formation a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (6 Del.C. §18-101, et seq.) (the “Act”), hereby agrees with the Company as follows:
1.
Name. The name of the limited liability company shall be L3TV Colorado Cable System, LLC (the “Company”).
2.
Member. The name and the business, residence or mailing addresses of the Member is as follows:
Name Layer3 TV, Inc. |
Address 1660 Wynkoop St., Suite 800 Denver, CO 80202 |
3.
Registered Office/Registered Agent. The address of the registered office of the Company in the State of Delaware, and the name and address of the registered agent of the Company for service of process on the Company in the State of Delaware, is The Company Corporation, 251 Little Falls Drive, Wilmington, Delaware 19808.
4.
Certificate. The Member is hereby designated as an authorized person with the meaning of the Act to execute, deliver and file the certificate of formation of the Company (the “Certificate”), and to execute, deliver and file any amendments or restatements of the Certificate or any certificate of cancellation of the Certificate.
5.
Purpose/Powers. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing. The Company shall have the power and authority to do any and all acts necessary or convenient to or in furtherance of said purposes, including all power and authority, statutory or otherwise, possessed by, or which may be conferred upon, limited liability companies under the laws of the State of Delaware.
6.
Management. Management, operation and policy of the Company shall be vested exclusively in the Member, who shall act as “manager” within the meaning of the Act. The Member, acting through its duly authorized agents and officers, is authorized and empowered on behalf and in the name of the Company to perform all acts and engage in all activities and transactions which it may in its sole discretion deem necessary or advisable in order to cause the
Company to carry out its purpose and exercise the powers granted to the Company hereunder and under the Act. The Member is an agent of the Company and the actions of such Member in such capacity shall be binding on the Company without liability to the Member so acting.
7.
Agents: Officers. The Member by written instrument signed by the Member shall have the power to appoint agents and officers to act for the Company with such titles as the Member deems appropriate and to delegate to such agents and officers such of the powers as are held by the Member hereunder as the Member may determine. The Member by written instrument signed by the Member may, in the sole discretion of the Member, ratify any act previously taken by an agent or officer acting on behalf of the Company. Except as provided in this Section 7, the Member shall be the sole person with the power to bind the Company.
8.
Reliance by Third Parties. Any person or entity dealing with the Company or the Member may rely upon a certificate signed by the Member as to: (a) the identity of the Member; (b) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the Member or are in any other manner germane to the affairs of the Company; (c) the persons who or entities which are authorized to execute and deliver any instrument or document of or on behalf of the Company; or (d) any act or failure to act by the Company or as to any other matter whatsoever involving the Company or the Member.
9.
Capital Contributions; Common Units. The Member has contributed $100 in cash, as its initial capital contribution to the Company in exchange for 1,000 Common Units of the Company (the “Common Units”). The Common Units shall be uncertificated. The Member may make, but shall not be required to make, additional capital contributions to the Company.
10.
Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.
11.
Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.
12.
Dissolution. The Company shall have perpetual existence unless it shall be dissolved and its affairs shall have been wound up upon (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate as provided in the Act. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.
13.
Assignments. The Member may assign its limited liability company interest to any person, which person shall become a Member upon the filing of the instrument of assignment with the records of the Company.
14.
Amendments. This Agreement may be amended or restated from time to time by the Member.
15.
Liability of Member. The Member shall not have any liability for any obligations or liabilities of the Company except to the extent provided in the Act.
16.
Governing Law. This Agreement shall be governed by, and construed under, the Laws of the State of Delaware, all rights and remedies being governed by said laws.
17.
No State-law Partnership. The Member intends that the Company not be a partnership (including a limited partnership) or joint venture, and neither this Agreement nor any other document entered into by the Company or the Member relating to the subject matter hereof shall be construed to suggest otherwise.
[Remainder of Page Intentionally Blank]
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date and year first above written.
MEMBER: | |||
LAYER3 TV, INC. | |||
By: | /s/ Jeffrey T. Binder | ||
Name: | Jeffrey T. Binder | ||
Title: | Chief Executive Officer | ||
Exhibit 3.90
STATE of DELAWARE
FILED LIMITATION OF LIABILITY COMPANY
CERTIFICATE of FORMATION
First: | The name of the limited liability company is: |
L3TV Dallas Cable System, LLC.
Second: | The address of its registered office in the State of Delaware is: |
The Company Corporation
2711 Centerville Road, Suite 400
Wilmington, Delaware 19808.
The name of its Registered agent at such address is:
The Company Corporation.
Third: | L3TV Dallas Cable System, LLC shall commence upon the filing of this Certificate of Formation and shall continue in until dissolved. |
In Witness Whereof, the undersigned has executed this Certificate of Formation this 29th day of December 2016.
By: | /s/ Darin Inglish | |
Darin Inglish | ||
Attorney |
Exhibit 3.91
LIMITED LIABILITY COMPANY AGREEMENT
OF
L3TV DALLAS CABLE SYSTEM, LLC
This Limited Liability Company Agreement (this “Agreement”) of L3TV Dallas Cable System, LLC, is entered into as of the 22nd day of August 2017, by Layer3 TV, Inc. as a member (the “Member”).
The Member in order to ratify the formation a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (6 Del.C. §18-101, et seq.) (the “Act”), hereby agrees with the Company as follows:
1.
Name. The name of the limited liability company shall be L3TV Dallas Cable System, LLC (the “Company”).
2.
Member. The name and the business, residence or mailing addresses of the Member is as follows:
Name Layer3 TV, Inc. |
Address 1660 Wynkoop St., Suite 800 Denver, CO 80202 |
3.
Registered Office/Registered Agent. The address of the registered office of the Company in the State of Delaware, and the name and address of the registered agent of the Company for service of process on the Company in the State of Delaware, is The Company Corporation, 251 Little Falls Drive, Wilmington, Delaware 19808.
4.
Certificate. The Member is hereby designated as an authorized person with the meaning of the Act to execute, deliver and file the certificate of formation of the Company (the “Certificate”), and to execute, deliver and file any amendments or restatements of the Certificate or any certificate of cancellation of the Certificate.
5.
Purpose/Powers. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing. The Company shall have the power and authority to do any and all acts necessary or convenient to or in furtherance of said purposes, including all power and authority, statutory or otherwise, possessed by, or which may be conferred upon, limited liability companies under the laws of the State of Delaware.
6.
Management. Management, operation and policy of the Company shall be vested exclusively in the Member, who shall act as “manager” within the meaning of the Act. The Member, acting through its duly authorized agents and officers, is authorized and empowered on behalf and in the name of the Company to perform all acts and engage in all activities and transactions which it may in its sole discretion deem necessary or advisable in order to cause the Company to carry out its purpose and exercise the powers granted to the Company hereunder and
under the Act. The Member is an agent of the Company and the actions of such Member in such capacity shall be binding on the Company without liability to the Member so acting.
7.
Agents; Officers. The Member by written instrument signed by the Member shall have the power to appoint agents and officers to act for the Company with such titles as the Member deems appropriate and to delegate to such agents and officers such of the powers as are held by the Member hereunder as the Member may determine. The Member by written instrument signed by the Member may, in the sole discretion of the Member, ratify any act previously taken by an agent or officer acting on behalf of the Company. Except as provided in this Section 7, the Member shall be the sole person with the power to bind the Company.
8.
Reliance by Third Parties. Any person or entity dealing with the Company or the Member may rely upon a certificate signed by the Member as to: (a) the identity of the Member; (b) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the Member or are in any other manner germane to the affairs of the Company; (c) the persons who or entities which are authorized to execute and deliver any instrument or document of or on behalf of the Company; or (d) any act or failure to act by the Company or as to any other matter whatsoever involving the Company or the Member.
9.
Capital Contributions; Common Units. The Member has contributed $100 in cash, as its initial capital contribution to the Company in exchange for 1,000 Common Units of the Company (the “Common Units”). The Common Units shall be uncertificated. The Member may make, but shall not be required to make, additional capital contributions to the Company.
10.
Allocation of Profits and Losses. The Company's profits and losses shall be allocated to the Member.
11.
Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.
12.
Dissolution. The Company shall have perpetual existence unless it shall be dissolved and its affairs shall have been wound up upon (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate as provided in the Act. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.
13.
Assignments. The Member may assign its limited liability company interest to any person, which person shall become a Member upon the filing of the instrument of assignment with the records of the Company.
14.
Amendments. This Agreement may be amended or restated from time to time by the Member.
15.
Liability of Member. The Member shall not have any liability for any obligations or liabilities of the Company except to the extent provided in the Act.
16.
Governing Law. This Agreement shall be governed by, and construed under, the Laws of the State of Delaware, all rights and remedies being governed by said laws.
17.
No State-law Partnership. The Member intends that the Company not be a partnership (including a limited partnership) or joint venture, and neither this Agreement nor any other document entered into by the Company or the Member relating to the subject matter hereof shall be construed to suggest otherwise.
[Remainder of Page Intentionally Blank]
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date and year first above written.
MEMBER: | ||
LAYER3 TV, INC. | ||
By: | /s/ Jeffrey T. Binder | |
Name: Jeffrey T. Binder | ||
Title: Chief Executive Officer |
Exhibit 3.92
STATE of DELAWARE
LIMITATION OF LIABILITY COMPANY
CERTIFICATE of FORMATION
First: | The name of the limited liability company is: |
L3TV DC Cable System, LLC.
Second: | The address of its registered office in the State of Delaware is: |
Corporation Service Company
2711 Centerville Road, Suite 400
Wilmington, Delaware 19808.
The name of its Registered agent at such address is:
Corporation Services Company.
Third: | L3TV DC Cable System, LLC shall commence upon the filing of this Certificate of Formation and shall continue in until dissolved. |
In Witness Whereof, the undersigned has executed this Certificate of Formation this 27th day of June 2016.
By: |
/s/ Darin Inglish
|
|
Darin Inglish | ||
Attorney |
Exhibit 3.93
LIMITED LIABILITY COMPANY AGREEMENT
OF
L3TV DC CABLE SYSTEM, LLC
This Limited Liability Company Agreement (this “Agreement”) of L3TV DC Cable System, LLC, is entered into as of the 22nd day of August 2017, by Layer3 TV, Inc. as a member (the “Member”).
The Member in order to ratify the formation a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (6 Del.C. §18-101, et seq.) (the “Act”), hereby agrees with the Company as follows:
1.
Name. The name of the limited liability company shall be L3TV DC Cable System, LLC (the “Company”).
2.
Member. The name and the business, residence or mailing addresses of the Member is as follows:
Name Layer3 TV, Inc. |
Address 1660 Wynkoop St., Suite 800 Denver, CO 80202 |
3.
Registered Office/Registered Agent. The address of the registered office of the Company in the State of Delaware, and the name and address of the registered agent of the Company for service of process on the Company in the State of Delaware, is The Company Corporation, 251 Little Falls Drive, Wilmington, Delaware 19808.
4.
Certificate. The Member is hereby designated as an authorized person with the meaning of the Act to execute, deliver and file the certificate of formation of the Company (the “Certificate”), and to execute, deliver and file any amendments or restatements of the Certificate or any certificate of cancellation of the Certificate.
5.
Purpose/Powers. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing. The Company shall have the power and authority to do any and all acts necessary or convenient to or in furtherance of said purposes, including all power and authority, statutory or otherwise, possessed by, or which may be conferred upon, limited liability companies under the laws of the State of Delaware.
6.
Management. Management, operation and policy of the Company shall be vested exclusively in the Member, who shall act as “manager” within the meaning of the Act. The Member, acting through its duly authorized agents and officers, is authorized and empowered on behalf and in the name of the Company to perform all acts and engage in all activities and transactions which it may in its sole discretion deem necessary or advisable in order to cause the Company to carry out its purpose and exercise the powers granted to the Company hereunder and
under the Act. The Member is an agent of the Company and the actions of such Member in such capacity shall be binding on the Company without liability to the Member so acting.
7.
Agents: Officers. The Member by written instrument signed by the Member shall have the power to appoint agents and officers to act for the Company with such titles as the Member deems appropriate and to delegate to such agents and officers such of the powers as are held by the Member hereunder as the Member may determine. The Member by written instrument signed by the Member may, in the sole discretion of the Member, ratify any act previously taken by an agent or officer acting on behalf of the Company. Except as provided in this Section 7, the Member shall be the sole person with the power to bind the Company.
8.
Reliance by Third Parties. Any person or entity dealing with the Company or the Member may rely upon a certificate signed by the Member as to: (a) the identity of the Member; (b) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the Member or are in any other manner germane to the affairs of the Company; (c) the persons who or entities which are authorized to execute and deliver any instrument or document of or on behalf of the Company; or (d) any act or failure to act by the Company or as to any other matter whatsoever involving the Company or the Member.
9.
Capital Contributions: Common Units. The Member has contributed $100 in cash, as its initial capital contribution to the Company in exchange for 1,000 Common Units of the Company (the “Common Units”). The Common Units shall be uncertificated. The Member may make, but shall not be required to make, additional capital contributions to the Company.
10.
Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.
11.
Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.
12.
Dissolution. The Company shall have perpetual existence unless it shall be dissolved and its affairs shall have been wound up upon (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate as provided in the Act. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.
13.
Assignments. The Member may assign its limited liability company interest to any person, which person shall become a Member upon the filing of the instrument of assignment with the records of the Company.
14.
Amendments. This Agreement may be amended or restated from time to time by the Member.
15.
Liability of Member. The Member shall not have any liability for any obligations or liabilities of the Company except to the extent provided in the Act.
16.
Governing Law. This Agreement shall be governed by, and construed under, the Laws of the State of Delaware, all rights and remedies being governed by said laws.
17.
No State-law Partnership. The Member intends that the Company not be a partnership (including a limited partnership) or joint venture, and neither this Agreement nor any other document entered into by the Company or the Member relating to the subject matter hereof shall be construed to suggest otherwise.
[Remainder of Page Intentionally Blank]
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date and year first above written.
MEMBER: | ||
LAYER3 TV, INC. | ||
By:
|
/s/ Jeffrey T. Binder | |
Name: |
Jeffrey T. Binder
|
|
Title: |
Chief Executive Officer
|
Exhibit 3.94
STATE
OF DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE OF FORMATION
1. | The name of the limited liability company is L3TV Detroit Cable System, LLC. |
2. | The address of its registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, DE 19808. The name of the registered agent at such address is Corporation Service Company. |
3. | This Certificate of Formation is effective as of June 27, 2018. |
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on June 22, 2018.
By | /s/ David A. Miller | |
David A. Miller, Executive Vice President, General Counsel and Secretary |
Exhibit 3.95
LIMITED LIABILITY COMPANY AGREEMENT
OF
L3TV DETROIT CABLE SYSTEM, LLC
June 27, 2018
This Limited Liability Company Agreement (this “Agreement”) of L3TV Detroit Cable System, LLC (the “Company”) is entered into by Layer3 TV, Inc., as the sole member (the “Member”) of the Company.
The Member, by execution of this Agreement, hereby agrees as follows:
1.
Name. The name of the limited liability company is L3TV Detroit Cable System, LLC.
2.
Filing of Certificates. The Member or the Manager (as defined below), as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del. C. § I8 101, et seq.), as amended from time to time (the “Act”), shall execute, deliver and file all certificates (and any amendments and/or restatements thereof) required or permitted to be filed with the Secretary of State of the State of Delaware. The Member or the Manager is authorized to execute, deliver and file any other certificates, notices or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.
3.
Purposes. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.
4.
Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have and may exercise all the powers now or hereafter conferred by Delaware law on limited liability companies formed under the Act and all powers necessary, convenient or incidental to accomplish its purposes as set forth in Section 3.
5.
Principal Business Office. The principal business office of the Company shall be located at 12920 SE 38th Street, Bellevue, WA 98006, or at such other location as may hereafter be determined by the Manager.
6.
Registered Office. The address of the registered office of the Company in the State of Delaware is do Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808.
7.
Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808.
8.
Member. The name and the mailing addresses of the Member are as follows:
Name | Address |
Layer3 TV, Inc. |
12920 SE 38th Street
Bellevue, WA 98006 |
9.
Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Member nor the Manager shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member or acting as manager of the Company.
10.
Capital Contributions. The Member is deemed admitted as a member of the Company upon its execution and delivery of this Agreement. The initial Member’s ownership interest in the Company shall be represented by 100 units of membership interest (“Units”). An unlimited number of Units are authorized.
11.
Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, the Member may voluntarily make additional capital contributions to the Company.
12.
Allocation of Profits and Losses. For so long as the Member is the sole member of the Company, the Company’s profits and losses shall be allocated solely to the Member.
13.
Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Manager or the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate the Act or other applicable law.
14.
Management.
(a) The business and affairs of the Company shall be managed by a “manager” of the Company within the meaning of the Act (the “Manager”). The Manager shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes of the Company described herein, including all powers, statutory or otherwise, possessed by a manager of a limited liability company under the laws of the State of Delaware. The Manager has the authority to bind the Company. Except as otherwise provided in this Agreement, no Member shall have the authority to bind the Company.
(b) The Member shall appoint the Manager and may remove the Manager at any time with or without cause. A person appointed as Manager shall serve until the earlier of such person’s death, disqualification, resignation or removal, and upon the occurrence of any such event, the Member shall promptly appoint a replacement Manager. Each person serving as Manager shall be required to execute an acknowledgment of this Agreement, which acknowledgment may be a counterpart signature page to this Agreement. The Member hereby appoints David A. Miller as the Manager. Notwithstanding any other provision of this Agreement,
the Manager is authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other person.
15.
Officers. The Manager may, from time to time as it deems advisable, select natural persons who are employees or agents of the Company and designate them as officers of the Company (the “Officers”) and assign titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person. Unless the Manager decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section may be revoked at any time by the Manager. An Officer may be removed with or without cause by the Manager. The names of the initial officers are:
John J. Legere | President & Chief Executive Officer |
Jeffrey T. Binder | Executive Vice President, TMUS and President, Layer3 |
David R. Carey | Executive Vice President, Corporate Services |
J. Braxton Carter | Executive Vice President & Chief Financial Officer |
Nicholas Drake | Executive Vice President, Marketing and Digital Experience |
Peter A. Ewens | Executive Vice President, Corporate Strategy |
Callie R. Field | Executive Vice President, Customer Care |
Jon A. Freier | Executive Vice President, T-Mobile Retail |
Janice V. Kapner | Executive Vice President, Communications & Community Engagement |
Michael Katz | Executive Vice President, T-Mobile for Business |
Thomas C. Keys | President, MetroPCS |
Elizabeth A. McAuliffe | Executive Vice President, Human Resources |
David A. Miller | Executive Vice President, General Counsel & Secretary |
Neville R. Ray | Executive Vice President & Chief Technology Officer |
Cody M. Sanford | Executive Vice President & Chief Information Officer |
Matthew Staneff | Executive Vice President & Chief Commercial Officer |
G. Michael Sievert | Chief Operating Officer |
Christopher M. Miller | Senior Vice President, Taxation |
Michael J. Morgan | Senior Vice President, Finance & Customer Financial Services, Finance |
Peter Osvaldik | Senior Vice President, Finance & Chief Accounting Officer |
Lauren Venezia | Senior Vice President, Deputy General Counsel & Assistant Secretary |
Dirk Wehrse | Senior Vice President, Treasury & Treasurer |
Daniel Drobac | Vice President, Accounting & Controller |
Broady Hodder | Vice President, Legal Affairs, Corporate Governance and Securities & Assistant Secretary |
David E. Conroy | Assistant Secretary |
Rahul Modi | Assistant Treasurer |
Amos Smith | Authorized Signatory |
Lindsay Gardner | Authorized Signatory (with limitations) * |
Charles Hasek | Authorized Signatory (with limitations) * |
* Lindsay Gardner shall be authorized to act as an authorized signatory of each Company only with regard to content provider payment reporting certifications, Charles Hasek and David Fellows shall be authorized to act as an authorized signatory of each Company only with regard to network security certifications, Michael Dulberg and Warren Schwartz shall be authorized to act as an authorized signatory of each Company only with regard to banking and tax related matters and Lauren E. Wallace shall be authorized to act as an authorized signatory of each Company only with regard to filings made with the Federal Communications Commission, the United States Copyright Office and the United States Patent and Trademark Office filings.
16.
Waiver of Fiduciary Duties. This Agreement is not intended to, and does not, create or impose any fiduciary duty on the Member, the Manager or any person or entity affiliated with the Member or the Manager. Further, the Member hereby waives any and all fiduciary duties owed by the Member or the Manager that, absent such waiver, may be implied by law, and in doing so, recognizes, acknowledges and agrees that the duties and obligations of members of the Company to one another and to the Company are only as expressly set forth in this Agreement.
17.
Other Business Opportunities. The Member and any person or entity affiliated with the Member may engage in or possess an interest in other business opportunities or ventures (unconnected with the Company) of every kind and description, independently or with others, including, without limitation, businesses that may compete with the Company or the Manager. Neither the Member nor any person or entity affiliated with the Member shall be required to present any such business opportunity or venture to the Company or the Manager, even if the opportunity is of the character that, if presented to any of such persons, could be taken by them. Neither the Company, the Manager nor any person or entity affiliated with any of the foregoing shall have any rights in or to such business opportunities or ventures or the income or profits derived therefrom by virtue of this Agreement, notwithstanding any duty otherwise existing at law or in equity. The provisions of this Section shall apply to the Member solely in its capacity as member of the Company and shall not be deemed to modify any contract or arrangement, including, without limitation, any noncompete provisions, otherwise agreed to by the Company and the Member.
18.
Exculpation and Indemnification.
(a) No Member, Manager, Officer, employee or agent of the Company and no affiliate, stockholder, officer, director, employee or agent of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other person or entity who is a party to or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.
(b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.
(c) To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section.
(d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by the person or entity as to matters the Covered Person reasonably believes are within such other person or entity’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.
(e) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.
(f) The foregoing provisions of this Section shall survive any termination of this Agreement.
19.
Assignments. The Member may at any time assign in whole or in part its limited liability company interest in the Company. If the Member transfers any of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company, subject to Section 21, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. If the Member transfers all of its interest in the Company pursuant to this Section, such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the Member shall cease to be a member of the Company.
20.
Resignation. The Manager may at any time resign from the Company. If the Manager resigns pursuant to this Section, a replacement manager shall be admitted to the Company, subject to Section 21, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement.
21.
Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member and upon such terms (including with respect to participation in the management, profits, losses and distributions of the Company) as may be determined by the Member and the additional persons or entities to be admitted.
22.
Dissolution.
(a) The Company shall dissolve and its affairs shall be wound up upon the first to occur of: (i) the written consent of the Member, (ii) any time there are no members of the Company, unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets or proceeds from the sale of the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
23.
Benefits of Agreement: No Third-Party Rights. The provisions of this Agreement are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.
24.
Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.
25.
Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.
26.
Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.
27.
Amendments. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, executed and delivered by the Member.
28.
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement, and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned has entered into the Agreement as of the date first written above.
LAYER3 TV, INC. | |
/s/ David A. Miller | |
David A. Miller | |
Executive Vice President, General Counsel And Secretary |
The undersigned hereby acknowledges this Limited Liability Company Agreement of L3TV Detroit Cable System, LLC.
LAYER3 TV, INC. | |
/s/ David. A. Miller | |
David A. Miller, Manager | |
Date: June 20, 2018 |
Exhibit 3.96
STATE of DELAWARE
LIMITATION OF LIABILITY COMPANY
CERTIFICATE of FORMATION
First: | The name of the limited liability company is: |
L3TV Los Angeles Cable System, LLC.
Second: | The address of its registered office in the State of Delaware is: |
The Company Corporation
2711 Centerville Road, Suite 400
Wilmington, Delaware 19808
The name of its Registered agent at such address is:
The Company Corporation.
Third: | L3TV Los Angeles Cable System, LLC shall commence upon the filing of this Certificate of Formation and shall continue in until dissolved. |
In Witness Whereof, the undersigned has executed this Certificate of Formation this 24th day of February, 2017.
By: | /s/ Darin Inglish | |
Darin Inglish | ||
Attorney |
Exhibit 3.97
LIMITED LIABILITY COMPANY AGREEMENT
OF
L3TV LOS ANGELES CABLE SYSTEM, LLC
This Limited Liability Company Agreement (this “Agreement”) of L3TV Los Angeles Cable System, LLC, is entered into as of the 22nd day of August 2017, by Layer3 TV, Inc. as a member (the “Member”).
The Member in order to ratify the formation a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (6 Del.C. §18-101, et seq.) (the “Act”), hereby agrees with the Company as follows:
1.
Name. The name of the limited liability company shall be L3TV Los Angeles Cable System, LLC (the “Company”).
2.
Member. The name and the business, residence or mailing addresses of the Member is as follows:
Name | Address |
Layer3 TV, Inc. | 1660 Wynkoop St., Suite 800 Denver, CO 80202 |
3.
Registered Office/Registered Agent. The address of the registered office of the Company in the State of Delaware, and the name and address of the registered agent of the Company for service of process on the Company in the State of Delaware, is The Company Corporation, 251 Little Falls Drive, Wilmington, Delaware 19808.
4.
Certificate. The Member is hereby designated as an authorized person with the meaning of the Act to execute, deliver and file the certificate of formation of the Company (the “Certificate”), and to execute, deliver and file any amendments or restatements of the Certificate or any certificate of cancellation of the Certificate.
5.
Purpose/Powers. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing. The Company shall have the power and authority to do any and all acts necessary or convenient to or in furtherance of said purposes, including all power and authority, statutory or otherwise, possessed by, or which may be conferred upon, limited liability companies under the laws of the State of Delaware.
6.
Management. Management, operation and policy of the Company shall be vested exclusively in the Member, who shall act as “manager” within the meaning of the Act. The Member, acting through its duly authorized agents and officers, is authorized and empowered on behalf and in the name of the Company to perform all acts and engage in all activities and transactions which it may in its sole discretion deem necessary or advisable in order to cause the Company to carry out its purpose and exercise the powers granted to the Company hereunder and
under the Act. The Member is an agent of the Company and the actions of such Member in such capacity shall be binding on the Company without liability to the Member so acting.
7.
Agents; Officers. The Member by written instrument signed by the Member shall have the power to appoint agents and officers to act for the Company with such titles as the Member deems appropriate and to delegate to such agents and officers such of the powers as are held by the Member hereunder as the Member may determine. The Member by written instrument signed by the Member may, in the sole discretion of the Member, ratify any act previously taken by an agent or officer acting on behalf of the Company. Except as provided in this Section 7, the Member shall be the sole person with the power to bind the Company.
8.
Reliance by Third Parties. Any person or entity dealing with the Company or the Member may rely upon a certificate signed by the Member as to: (a) the identity of the Member; (b) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the Member or are in any other manner germane to the affairs of the Company; (c) the persons who or entities which are authorized to execute and deliver any instrument or document of or on behalf of the Company; or (d) any act or failure to act by the Company or as to any other matter whatsoever involving the Company or the Member.
9.
Capital Contributions; Common Units. The Member has contributed $100 in cash, as its initial capital contribution to the Company in exchange for 1,000 Common Units of the Company (the “Common Units”). The Common Units shall be uncertificated. The Member may make, but shall not be required to make, additional capital contributions to the Company.
10.
Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.
11.
Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.
12.
Dissolution. The Company shall have perpetual existence unless it shall be dissolved and its affairs shall have been wound up upon (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate as provided in the Act. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.
13.
Assignments. The Member may assign its limited liability company interest to any person, which person shall become a Member upon the filing of the instrument of assignment with the records of the Company.
14.
Amendments. This Agreement may be amended or restated from time to time by the Member.
15.
Liability of Member. The Member shall not have any liability for any obligations or liabilities of the Company except to the extent provided in the Act.
16.
Governing Law. This Agreement shall be governed by, and construed under, the Laws of the State of Delaware, all rights and remedies being governed by said laws.
17.
No State-law Partnership. The Member intends that the Company not be a partnership (including a limited partnership) or joint venture, and neither this Agreement nor any other document entered into by the Company or the Member relating to the subject matter hereof shall be construed to suggest otherwise.
[Remainder of Page Intentionally Blank]
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date and year first above written.
MEMBER: | ||
LAYER3 TV, INC. | ||
By: |
/s/ Jeffrey T. Binder |
|
Name: | Jeffrey T. Binder | |
Title: | Chief Executive Officer |
Exhibit 3.98
STATE OF DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE OF FORMATION
1. | The name of the limited liability company is L3TV Minneapolis Cable System, LLC. |
2. | The address of its registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, DE 19808. The name of the registered agent at such address is Corporation Service Company. |
3. | This Certificate of Formation is effective as of February 6, 2019. |
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on February 1, 2019.
By: | /s/David E. Conroy | |
David E. Conroy, Assistant Secretary |
Exhibit 3.99
LIMITED LIABILITY COMPANY AGREEMENT
OF
L3TV MINNEAPOLIS CABLE SYSTEM, LLC
February 1 ,2019
This Limited Liability Company Agreement (this “Agreement”) of L3TV Minneapolis Cable System, LLC (the “Company”) is entered into by Layer3 TV, Inc., as the sole member (the “Member”) of the Company.
The Member, by execution of this Agreement, hereby agrees as follows:
1.
Name. The name of the limited liability company is L3TV Minneapolis Cable System, LLC.
2.
Filing of Certificates. The Member or the Manager (as defined below), as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del. C. § 18 101, et seq.), as amended from time to time (the “Act”), shall execute, deliver and file all certificates (and any amendments and/or restatements thereof) required or permitted to be filed with the Secretary of State of the State of Delaware. The Member or the Manager is authorized to execute, deliver and file any other certificates, notices or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.
3.
Purposes. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.
4.
Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have and may exercise all the powers now or hereafter conferred by Delaware law on limited liability companies formed under the Act and all powers necessary, convenient or incidental to accomplish its purposes as set forth in Section 3.
5.
Principal Business Office. The principal business office of the Company shall be located at 12920 SE 38th Street, Bellevue, WA 98006, or at such other location as may hereafter be determined by the Manager.
6.
Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808.
7.
Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808.
8.
Member. The name and the mailing addresses of the Member are as follows:
Name | Address |
Layer3 TV, Inc. |
12920 SE 38th Street
Bellevue, WA 98006
|
9.
Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Member nor the Manager shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member or acting as manager of the Company.
10.
Capital Contributions. The Member is deemed admitted as a member of the Company upon its execution and delivery of this Agreement. The initial Member’s ownership interest in the Company shall be represented by 100 units of membership interest (“Units”). An unlimited number of Units are authorized.
11.
Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, the Member may voluntarily make additional capital contributions to the Company.
12.
Allocation of Profits and Losses. For so long as the Member is the sole member of the Company, the Company’s profits and losses shall be allocated solely to the Member.
13.
Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Manager or the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate the Act or other applicable law.
14.
Management.
(a) The business and affairs of the Company shall be managed by a “manager” of the Company within the meaning of the Act (the “Manager”). The Manager shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes of the Company described herein, including all powers, statutory or otherwise, possessed by a manager of a limited liability company under the laws of the State of Delaware. The Manager has the authority to bind the Company. Except as otherwise provided in this Agreement, no Member shall have the authority to bind the Company.
(b) The Member shall appoint the Manager and may remove the Manager at any time with or without cause. A person appointed as Manager shall serve until the earlier of such person’s death, disqualification, resignation or removal, and upon the occurrence of any such event, the Member shall promptly appoint a replacement Manager. Each person serving as Manager shall be required to execute an acknowledgment of this Agreement, which acknowledgment may be a counterpart signature page to this Agreement. The Member hereby appoints David A. Miller as the Manager. Notwithstanding any other provision of this Agreement, the Manager is authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other person.
15.
Officers. The Manager may, from time to time as it deems advisable, select natural persons who are employees or agents of the Company and designate them as officers of the Company (the “Officers”) and assign titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person. Unless the Manager decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section may be revoked at any time by the Manager. An Officer may be removed with or without cause by the Manager. The names of the initial officers are:
John J. Legere | Chief Executive Officer |
G. Michael Sievert | President & Chief Operating Officer |
Jeffrey T. Binder | Executive Vice President, TMUS and President, Layer3 |
David R. Carey | Executive Vice President, Corporate Services |
J. Braxton Carter | Executive Vice President & Chief Financial Officer |
Nicholas Drake | Executive Vice President, Marketing and Digital Experience |
Peter A. Ewens | Executive Vice President, Corporate Strategy |
Callie R. Field | Executive Vice President, Customer Care |
Jon A. Freier | Executive Vice President, T-Mobile Retail |
Janice V. Kapner | Executive Vice President, Communications & Community Engagement |
Michael Katz | Executive Vice President, T-Mobile for Business |
Thomas C. Keys | President, MetroPCS |
Elizabeth A. McAuliffe | Executive Vice President, Human Resources |
David A. Miller | Executive Vice President, General Counsel & Secretary |
Neville R. Ray | Executive Vice President & Chief Technology Officer |
Cody M. Sanford | Executive Vice President & Chief Information Officer |
Matthew Staneff | Executive Vice President & Chief Commercial Officer |
Christopher M. Miller | Senior Vice President, Taxation |
Peter Osvaldik | Senior Vice President, Finance & Chief Accounting Officer |
Lauren Venezia | Senior Vice President, Deputy General Counsel & Assistant Secretary |
Dirk Wehrse | Senior Vice President, Treasury & Treasurer |
Daniel Drobac | Vice President, Accounting & Controller |
Broady Hodder | Vice President, Legal Affairs, Corporate Governance and Securities & Assistant Secretary |
David E. Conroy | Assistant Secretary |
Rahul Modi | Assistant Treasurer |
Amos Smith | Authorized Signatory |
Lindsay Gardner | Authorized Signatory (with limitations) * |
Charles Hasek | Authorized Signatory (with limitations) * |
David Fellows | Authorized Signatory (with limitations) * |
Warren Schwartz | Authorized Signatory (with limitations) * |
Lauren E. Wallace | Authorized Signatory (with limitations) * |
* Lindsay Gardner shall be authorized to act as an authorized signatory of the Company only with regard to content provider payment reporting certifications, Charles Hasek and David Fellows shall be authorized to act as an authorized signatory of the Company only with regard to network security certifications, Warren Schwartz shall be authorized to act as an authorized signatory of the Company only with regard to banking and tax related matters and Lauren E. Wallace shall be authorized to act as an authorized signatory of the Company only with regard to filings made with the Federal Communications Commission, the United States Copyright Office and the United States Patent and Trademark Office filings.
16.
Waiver of Fiduciary Duties. This Agreement is not intended to, and does not, create or impose any fiduciary duty on the Member, the Manager or any person or entity affiliated with the Member or the Manager. Further, the Member hereby waives any and all fiduciary duties owed by the Member or the Manager that, absent such waiver, may be implied by law, and in doing so, recognizes, acknowledges and agrees that the duties and obligations of members of the Company to one another and to the Company are only as expressly set forth in this Agreement.
17.
Other Business Opportunities. The Member and any person or entity affiliated with the Member may engage in or possess an interest in other business opportunities or ventures (unconnected with the Company) of every kind and description, independently or with others, including, without limitation, businesses that may compete with the Company or the Manager. Neither the Member nor any person or entity affiliated with the Member shall be required to present any such business opportunity or venture to the Company or the Manager, even if the opportunity is of the character that, if presented to any of such persons, could be taken by them. Neither the Company, the Manager nor any person or entity affiliated with any of the foregoing shall have any rights in or to such business opportunities or ventures or the income or profits derived therefrom by virtue of this Agreement, notwithstanding any duty otherwise existing at law or in equity. The provisions of this Section shall apply to the Member solely in its capacity as member of the Company and shall not be deemed to modify any contract or arrangement, including, without limitation, any noncompete provisions, otherwise agreed to by the Company and the Member.
18.
Exculpation and Indemnification.
(a) No Member, Manager, Officer, employee or agent of the Company and no affiliate, stockholder, officer, director, employee or agent of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other person or entity who is a party to or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.
(b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered
Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.
(c) To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section.
(d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by the person or entity as to matters the Covered Person reasonably believes are within such other person or entity’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.
(e) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.
(f) The foregoing provisions of this Section shall survive any termination of this Agreement.
19.
Assignments. The Member may at any time assign in whole or in part its limited liability company interest in the Company. If the Member transfers any of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company, subject to Section 21, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. If the Member transfers all of its interest in the Company pursuant to this Section, such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the Member shall cease to be a member of the Company.
20.
Resignation. The Manager may at any time resign from the Company. If the Manager resigns pursuant to this Section, a replacement manager shall be appointed in accordance with Section 14.
21.
Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member and upon such terms (including with respect to participation in the management, profits, losses and distributions of the Company) as may be determined by the Member and the additional persons or entities to be admitted.
22.
Dissolution.
(a) The Company shall dissolve and its affairs shall be wound up upon the first to occur of: (i) the written consent of the Member, (ii) any time there are no members of the Company, unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets or proceeds from the sale of the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
23.
Benefits of Agreement; No Third-Party Rights. The provisions of this Agreement are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.
24.
Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.
25.
Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.
26.
Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.
27.
Amendments. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, executed and delivered by the Member.
28.
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement, and all of which together shall constitute one and the same instrument.
[SIGNATURE FOLLOWS ON SEPARATE PAGE]
IN WITNESS WHEREOF, the undersigned has entered into the Agreement as of the date first written above.
LAYER3 TV, INC. | |
/s/ David A. Miller |
|
David A. Miller
Executive Vice President, General Counsel And Secretary |
The undersigned hereby acknowledges this Limited Liability Company Agreement of L3TV Minneapolis Cable System, LLC.
/s/ David A. Miller |
|
David A. Miller, Manager | |
Date: February 1, 2019 |
Page 8 of 8
Exhibit 3.100
STATE
of DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE Of FORMATION
First: | The name of the limited liability company is: |
L3TV New York Cable System, LLC.
Second: | The address of its registered office in the State of Delaware is: |
The Company Corporation
251 Little Falls Drive
Wilmington, Delaware 19808
New Castle County.
The name of its Registered agent at such address is:
The Company Corporation.
Third: | L3TV New York Cable System, LLC shall commence upon the filing of this Certificate of Formation and shall continue in until dissolved. |
In Witness Whereof, the undersigned has executed this Certificate of Formation this 8th day of August 2017.
By: | /s/ Darin Inglish | |
Darin Inglish | ||
Attorney |
Exhibit 3.101
LIMITED LIABILITY COMPANY AGREEMENT
OF
L3TV NEW YORK CABLE SYSTEM, LLC
This Limited Liability Company Agreement (this “Agreement”) of L3TV New York Cable System, LLC, is entered into as of the 16th day of August 2017, by Layer3 TV, Inc. as a member (the “Member”).
The Member in order to ratify the formation a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (6 De1.C. §18-101, et seq.) (the “Act”), hereby agrees with the Company as follows:
1.
Name. The name of the limited liability company shall be L3TV New York Cable System, LLC (the “Company”).
2.
Member. The name and the business, residence or mailing addresses of the Member is as follows:
3.
Registered Office/Registered Agent. The address of the registered office of the Company in the State of Delaware, and the name and address of the registered agent of the Company for service of process on the Company in the State of Delaware, is The Company Corporation, 251 Little Falls Drive, Wilmington, Delaware 19808.
4.
Certificate. The Member is hereby designated as an authorized person with the meaning of the Act to execute, deliver and file the certificate of formation of the Company (the “Certificate”), and to execute, deliver and file any amendments or restatements of the Certificate or any certificate of cancellation of the Certificate.
5.
Purpose/Powers. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing. The Company shall have the power and authority to do any and all acts necessary or convenient to or in furtherance of said purposes, including all power and authority, statutory or otherwise, possessed by, or which may be conferred upon, limited liability companies under the laws of the State of Delaware.
6.
Management. Management, operation and policy of the Company shall be vested exclusively in the Member, who shall act as “manager” within the meaning of the Act. The Member, acting through its duly authorized agents and officers, is authorized and empowered on behalf and in the name of the Company to perform all acts and engage in all activities and transactions which it may in its sole discretion deem necessary or advisable in order to cause the Company to carry out its purpose and exercise the powers granted to the Company hereunder and under the Act. The Member is an agent of the Company and the actions of such Member in such capacity shall be binding on the Company without liability to the Member so acting.
7.
Agents; Officers. The Member by written instrument signed by the Member shall have the power to appoint agents and officers to act for the Company with such titles as the Member deems appropriate and to delegate to such agents and officers such of the powers as are held by the Member hereunder as the Member may determine. The Member by written instrument signed by the Member may, in the sole discretion of the Member, ratify any act previously taken by an agent or officer acting on behalf of
the Company. Except as provided in this Section 7, the Member shall be the sole person with the power to bind the Company.
8.
Reliance by Third Parties. Any person or entity dealing with the Company or the Member may rely upon a certificate signed by the Member as to: (a) the identity of the Member; (b) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the Member or are in any other manner germane to the affairs of the Company; (c) the persons who or entities which are authorized to execute and deliver any instrument or document of or on behalf of the Company; or (d) any act or failure to act by the Company or as to any other matter whatsoever involving the Company or the Member.
9.
Capital Contributions: Common Units. The Member has contributed $100 in cash, as its initial capital contribution to the Company in exchange for 1,000 Common Units of the Company (the “Common Units”). The Common Units shall be uncertificated. The Member may make, but shall not be required to make, additional capital contributions to the Company.
10.
Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.
11.
Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.
12.
Dissolution. The Company shall have perpetual existence unless it shall be dissolved and its affairs shall have been wound up upon (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate as provided in the Act. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.
13.
Assignments. The Member may assign its limited liability company interest to any person, which person shall become a Member upon the filing of the instrument of assignment with the records of the Company.
14.
Amendments. This Agreement may be amended or restated from time to time by the Member.
15.
Liability of Member. The Member shall not have any liability for any obligations or liabilities of the Company except to the extent provided in the Act.
16.
Governing Law. This Agreement shall be governed by, and construed under, the Laws of the State of Delaware, all rights and remedies being governed by said laws.
17.
No State-law Partnership. The Member intends that the Company not be a partnership (including a limited partnership) or joint venture, and neither this Agreement nor any other document entered into by the Company or the Member relating to the subject matter hereof shall be construed to suggest otherwise.
[Remainder of Page Intentionally Blank]
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date and year first above written.
MEMBER: | ||
LAYER3 TV, INC. | ||
By: | /s/ Jeffrey T. Binder | |
Name: Jeffrey T. Binder | ||
Title: Chief Executive Officer |
Exhibit 3.102
STATE OF DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE OF FORMATION
1. | The name of the limited liability company is L3TV Philadelphia Cable System, LLC. |
2. | The address of its registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, DE 19808. The name of the registered agent at such address is Corporation Service Company. |
3. | This Certificate of Formation is effective as of June 27, 2018. |
WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on June 22, 2018.
By | /s/ David A. Miller | |
David A. Miller, Executive Vice President, | ||
General Counsel and Secretary |
Exhibit 3.103
LIMITED LIABILITY COMPANY AGREEMENT
OF
L3TV PHILADELPHIA CABLE SYSTEM, LLC
June 20, 2018
This Limited Liability Company Agreement (this “Agreement”) of L3TV Philadelphia Cable System, LLC (the “Company”) is entered into by Layer3 TV, Inc., as the sole member (the “Member”) of the Company.
The Member, by execution of this Agreement, hereby agrees as follows:
1.
Name. The name of the limited liability company is L3TV Philadelphia Cable System, LLC.
2.
Filing of Certificates. The Member or the Manager (as defined below), as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del. C. § 18 101, et seq.), as amended from time to time (the “Act”), shall execute, deliver and file all certificates (and any amendments and/or restatements thereof) required or permitted to be filed with the Secretary of State of the State of Delaware. The Member or the Manager is authorized to execute, deliver and file any other certificates, notices or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.
3.
Purposes. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.
4.
Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have and may exercise all the powers now or hereafter conferred by Delaware law on limited liability companies formed under the Act and all powers necessary, convenient or incidental to accomplish its purposes as set forth in Section 3.
5.
Principal Business Office. The principal business office of the Company shall be located at 12920 SE 38th Street, Bellevue, WA 98006, or at such other location as may hereafter be determined by the Manager.
6.
Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808.
7.
Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808.
8.
Member. The name and the mailing addresses of the Member are as follows:
Name | Address |
Layer3 TV, Inc. |
12920 SE 38th Street
Bellevue, WA 98006 |
9.
Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Member nor the Manager shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member or acting as manager of the Company.
10.
Capital Contributions. The Member is deemed admitted as a member of the Company upon its execution and delivery of this Agreement. The initial Member’s ownership interest in the Company shall be represented by 100 units of membership interest (“Units”). An unlimited number of Units are authorized.
11.
Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, the Member may voluntarily make additional capital contributions to the Company.
12.
Allocation of Profits and Losses. For so long as the Member is the sole member of the Company, the Company’s profits and losses shall be allocated solely to the Member.
13.
Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Manager or the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate the Act or other applicable law.
14.
Management.
(a) The business and affairs of the Company shall be managed by a “manager” of the Company within the meaning of the Act (the “Manager”). The Manager shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes of the Company described herein, including all powers, statutory or otherwise, possessed by a manager of a limited liability company under the laws of the State of Delaware. The Manager has the authority to bind the Company. Except as otherwise provided in this Agreement, no Member shall have the authority to bind the Company.
(b) The Member shall appoint the Manager and may remove the Manager at any time with or without cause. A person appointed as Manager shall serve until the earlier of such person’s death, disqualification, resignation or removal, and upon the occurrence of any such event, the Member shall promptly appoint a replacement Manager. Each person serving as Manager shall be required to execute an acknowledgment of this Agreement, which acknowledgment may be a counterpart signature page to this Agreement. The Member hereby appoints David A. Miller as the Manager. Notwithstanding any other provision of this Agreement, the Manager is authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other person.
15.
Officers. The Manager may, from time to time as it deems advisable, select natural persons who are employees or agents of the Company and designate them as officers of the Company (the “Officers”) and assign titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person. Unless the Manager decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section may be revoked at any time by the Manager. An Officer may be removed with or without cause by the Manager. The names of the initial officers are:
John J. Legere | President & Chief Executive Officer |
Jeffrey T. Binder . | Executive Vice President, TMUS and President, Layer3 |
David R. Carey | Executive Vice President, Corporate Services |
J. Braxton Carter | Executive Vice President & Chief Financial Officer |
Nicholas Drake | Executive Vice President, Marketing and Digital Experience |
Peter A. Ewens | Executive Vice President, Corporate Strategy |
Callie R. Field | Executive Vice President, Customer Care |
Jon A. Freier | Executive Vice President, T-Mobile Retail |
Janice V. Kapner | Executive Vice President, Communications & Community Engagement |
Michael Katz | Executive Vice President, T-Mobile for Business |
Thomas C. Keys | President, MetroPCS |
Elizabeth A. McAuliffe | Executive Vice President, Human Resources |
David A. Miller | Executive Vice President, General Counsel & Secretary |
Neville R. Ray | Executive Vice President & Chief Technology Officer |
Cody M. Sanford | Executive Vice President & Chief Information Officer |
Matthew Staneff | Executive Vice President & Chief Commercial Officer |
G. Michael Sievert | Chief Operating Officer |
Christopher M. Miller | Senior Vice President, Taxation |
Michael J. Morgan | Senior Vice President, Finance & Customer Financial Services, Finance |
Peter Osvaldik | Senior Vice President, Finance & Chief Accounting Officer |
Lauren Venezia | Senior Vice President, Deputy General Counsel & Assistant Secretary |
Dirk Wehrse | Senior Vice President, Treasury & Treasurer |
Daniel Drobac | Vice President, Accounting & Controller |
Broady Hodder | Vice President, Legal Affairs, Corporate Governance and Securities & Assistant Secretary |
David E. Conroy | Assistant Secretary |
Rahul Modi | Assistant Treasurer |
Amos Smith | Authorized Signatory |
Lindsay Gardner | Authorized Signatory (with limitations) * |
Charles Hasek | Authorized Signatory (with limitations) * |
David Fellows | Authorized Signatory (with limitations) * |
Michael Dulberg | Authorized Signatory (with limitations) * |
Warren Schwartz | Authorized Signatory (with limitations) * |
Lauren E. Wallace | Authorized Signatory (with limitations) * |
* Lindsay Gardner shall be authorized to act as an authorized signatory of each Company only with regard to content provider payment reporting certifications, Charles Hasek and David Fellows shall be authorized to act as an authorized signatory of each Company only with regard to network security certifications, Michael Dulberg and Warren Schwartz shall be authorized to act as an authorized signatory of each Company only with regard to banking and tax related matters and Lauren E. Wallace shall be authorized to act as an authorized signatory of each Company only with regard to filings made with the Federal Communications Commission, the United States Copyright Office and the United States Patent and Trademark Office filings.
16.
Waiver of Fiduciary Duties. This Agreement is not intended to, and does not, create or impose any fiduciary duty on the Member, the Manager or any person or entity affiliated with the Member or the Manager. Further, the Member hereby waives any and all fiduciary duties owed by the Member or the Manager that, absent such waiver, may be implied by law, and in doing so, recognizes, acknowledges and agrees that the duties and obligations of members of the Company to one another and to the Company are only as expressly set forth in this Agreement.
17.
Other Business Opportunities. The Member and any person or entity affiliated with the Member may engage in or possess an interest in other business opportunities or ventures (unconnected with the Company) of every kind and description, independently or with others, including, without limitation, businesses that may compete with the Company or the Manager. Neither the Member nor any person or entity affiliated with the Member shall be required to present any such business opportunity or venture to the Company or the Manager, even if the opportunity is of the character that, if presented to any of such persons, could be taken by them. Neither the Company, the Manager nor any person or entity affiliated with any of the foregoing shall have any rights in or to such business opportunities or ventures or the income or profits derived therefrom by virtue of this Agreement, notwithstanding any duty otherwise existing at law or in equity. The provisions of this Section shall apply to the Member solely in its capacity as member of the Company and shall not be deemed to modify any contract or arrangement, including, without limitation, any noncompete provisions, otherwise agreed to by the Company and the Member.
18.
Exculpation and Indemnification.
(a)
No Member, Manager, Officer, employee or agent of the Company and no affiliate, stockholder, officer, director, employee or agent of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other person or entity who is a party to or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.
(b)
To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.
(c)
To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section.
(d)
A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by the person or entity as to matters the Covered Person reasonably believes are within such other person or entity’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.
(e)
The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.
(f)
The foregoing provisions of this Section shall survive any termination of this Agreement.
19.
Assignments. The Member may at any time assign in whole or in part its limited liability company interest in the Company. If the Member transfers any of its interest in the
Company pursuant to this Section, the transferee shall be admitted to the Company, subject to Section 21, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. If the Member transfers all of its interest in the Company pursuant to this Section, such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the Member shall cease to be a member of the Company.
20.
Resignation. The Manager may at any time resign from the Company. If the Manager resigns pursuant to this Section, a replacement manager shall be admitted to the Company, subject to Section 21, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement.
21.
Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member and upon such terms (including with respect to participation in the management, profits, losses and distributions of the Company) as may be determined by the Member and the additional persons or entities to be admitted.
22.
Dissolution.
(a) The Company shall dissolve and its affairs shall be wound up upon the first to occur of: (i) the written consent of the Member, (ii) any time there are no members of the Company, unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets or proceeds from the sale of the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
23.
Benefits of Agreement; No Third-Party Rights. The provisions of this Agreement are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.
24.
Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.
25.
Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.
26.
Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.
27.
Amendments. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, executed and delivered by the Member.
28.
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement, and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned has entered into the Agreement as of the date first written above.
LAYER3 TV, INC. | |
/s/ David A. Miller | |
David A. Miller | |
Executive Vice President, General Counsel And Secretary |
The undersigned hereby acknowledges this Limited Liability Company Agreement of L3TV Philadelphia Cable System, LLC.
/s/ David A. Miller | |
David A. Miller, Manager | |
Date: June 20, 2018 |
Page 8 of 8
Exhibit 3.104
STATE
OF DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE OF FORMATION
1. | The name of the limited liability company is L3TV San Francisco Cable System, LLC. |
2. | The address of its registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, DE 19808. The name of the registered agent at such address is Corporation Service Company. |
3. | This Certificate of Formation is effective as of June 27, 2018. |
WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on June 22, 2018.
By | /s/ David A. Miller | |
David A. Miller, Executive Vice President, | ||
General Counsel and Secretary |
Exhibit 3.105
LIMITED LIABILITY COMPANY AGREEMENT
OF
L3TV SAN FRANCISCO CABLE SYSTEM, LLC
June 20, 2018
This Limited Liability Company Agreement (this “Agreement”) of L3TV San Francisco Cable System, LLC (the “Company”) is entered into by Layer3 TV, Inc., as the sole member (the “Member”) of the Company.
The Member, by execution of this Agreement, hereby agrees as follows:
1.
Name. The name of the limited liability company is L3TV San Francisco Cable System, LLC.
2.
Filing of Certificates. The Member or the Manager (as defined below), as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del. C. § 18 101, et seq.), as amended from time to time (the “Act”), shall execute, deliver and file all certificates (and any amendments and/or restatements thereof) required or permitted to be filed with the Secretary of State of the State of Delaware. The Member or the Manager is authorized to execute, deliver and file any other certificates, notices or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.
3.
Purposes. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.
4.
Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have and may exercise all the powers now or hereafter conferred by Delaware law on limited liability companies formed under the Act and all powers necessary, convenient or incidental to accomplish its purposes as set forth in Section 3.
5.
Principal Business Office. The principal business office of the Company shall be located at 12920 SE 38th Street, Bellevue, WA 98006, or at such other location as may hereafter be determined by the Manager.
6.
Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808.
7.
Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808.
8.
Member. The name and the mailing addresses of the Member are as follows:
Name | Address |
Layer3 TV, Inc. |
12920 SE 38th Street
Bellevue, WA 98006 |
9.
Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Member nor the Manager shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member or acting as manager of the Company.
10.
Capital Contributions. The Member is deemed admitted as a member of the Company upon its execution and delivery of this Agreement. The initial Member’s ownership interest in the Company shall be represented by 100 units of membership interest (“Units”). An unlimited number of Units are authorized.
11.
Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, the Member may voluntarily make additional capital contributions to the Company.
12.
Allocation of Profits and Losses. For so long as the Member is the sole member of the Company, the Company’s profits and losses shall be allocated solely to the Member.
13.
Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Manager or the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate the Act or other applicable law.
14.
Management.
(a) The business and affairs of the Company shall be managed by a “manager” of the Company within the meaning of the Act (the “Manager”). The Manager shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes of the Company described herein, including all powers, statutory or otherwise, possessed by a manager of a limited liability company under the laws of the State of Delaware. The Manager has the authority to bind the Company. Except as otherwise provided in this Agreement, no Member shall have the authority to bind the Company.
(b) The Member shall appoint the Manager and may remove the Manager at any time with or without cause. A person appointed as Manager shall serve until the earlier of such person’s death, disqualification, resignation or removal, and upon the occurrence of any such event, the Member shall promptly appoint a replacement Manager. Each person serving as Manager shall be required to execute an acknowledgment of this Agreement, which acknowledgment may be a counterpart signature page to this Agreement. The Member hereby appoints David A. Miller as the Manager. Notwithstanding any other provision of this Agreement, the Manager is authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other person.
15.
Officers. The Manager may, from time to time as it deems advisable, select natural persons who are employees or agents of the Company and designate them as officers of the Company (the “Officers”) and assign titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person. Unless the Manager decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section may be revoked at any time by the Manager. An Officer may be removed with or without cause by the Manager. The names of the initial officers are:
John J. Legere | President & Chief Executive Officer |
Jeffrey T. Binder | Executive Vice President, TMUS and President, Layer3 |
David R. Carey | Executive Vice President, Corporate Services |
J. Braxton Carter | Executive Vice President & Chief Financial Officer |
Nicholas Drake | Executive Vice President, Marketing and Digital Experience |
Peter A. Ewens | Executive Vice President, Corporate Strategy |
Callie R. Field | Executive Vice President, Customer Care |
Jon A. Freier | Executive Vice President, T-Mobile Retail |
Janice V. Kapner | Executive Vice President, Communications & Community Engagement |
Michael Katz | Executive Vice President, T-Mobile for Business |
Thomas C. Keys | President, MetroPCS |
Elizabeth A. McAuliffe | Executive Vice President, Human Resources |
David A. Miller | Executive Vice President, General Counsel & Secretary |
Neville R. Ray | Executive Vice President & Chief Technology Officer |
Cody M. Sanford | Executive Vice President & Chief Information Officer |
Matthew Staneff | Executive Vice President & Chief Commercial Officer |
G. Michael Sievert | Chief Operating Officer |
Christopher M. Miller | Senior Vice President, Taxation |
Michael J. Morgan | Senior Vice President, Finance & Customer Financial Services, Finance |
Peter Osvaldik | Senior Vice President, Finance & Chief Accounting Officer |
Lauren Venezia | Senior Vice President, Deputy General Counsel & Assistant Secretary |
Dirk Wehrse | Senior Vice President, Treasury & Treasurer |
Daniel Drobac | Vice President, Accounting & Controller |
Broady Hodder | Vice President, Legal Affairs, Corporate Governance and Securities & Assistant Secretary |
David E. Conroy | Assistant Secretary |
Rahul Modi | Assistant Treasurer |
Amos Smith | Authorized Signatory |
Lindsay Gardner | Authorized Signatory (with limitations) * |
Charles Hasek | Authorized Signatory (with limitations) * |
David Fellows | Authorized Signatory (with limitations) * |
Michael Dulberg | Authorized Signatory (with limitations) * |
Warren Schwartz | Authorized Signatory (with limitations) * |
Lauren E. Wallace | Authorized Signatory (with limitations) * |
* Lindsay Gardner shall be authorized to act as an authorized signatory of each Company only with regard to content provider payment reporting certifications, Charles Hasek and David Fellows shall be authorized to act as an authorized signatory of each Company only with regard to network security certifications, Michael Dulberg and Warren Schwartz shall be authorized to act as an authorized signatory of each Company only with regard to banking and tax related matters and Lauren E. Wallace shall be authorized to act as an authorized signatory of each Company only with regard to filings made with the Federal Communications Commission, the United States Copyright Office and the United States Patent and Trademark Office filings.
16.
Waiver of Fiduciary Duties. This Agreement is not intended to, and does not, create or impose any fiduciary duty on the Member, the Manager or any person or entity affiliated with the Member or the Manager. Further, the Member hereby waives any and all fiduciary duties owed by the Member or the Manager that, absent such waiver, may be implied by law, and in doing so, recognizes, acknowledges and agrees that the duties and obligations of members of the Company to one another and to the Company are only as expressly set forth in this Agreement.
17.
Other Business Opportunities. The Member and any person or entity affiliated with the Member may engage in or possess an interest in other business opportunities or ventures (unconnected with the Company) of every kind and description, independently or with others, including, without limitation, businesses that may compete with the Company or the Manager. Neither the Member nor any person or entity affiliated with the Member shall be required to present any such business opportunity or venture to the Company or the Manager, even if the opportunity is of the character that, if presented to any of such persons, could be taken by them. Neither the Company, the Manager nor any person or entity affiliated with any of the foregoing shall have any rights in or to such business opportunities or ventures or the income or profits derived therefrom by virtue of this Agreement, notwithstanding any duty otherwise existing at law or in equity. The provisions of this Section shall apply to the Member solely in its capacity as member of the Company and shall not be deemed to modify any contract or arrangement, including, without limitation, any noncompete provisions, otherwise agreed to by the Company and the Member.
18.
Exculpation and Indemnification.
(a) No Member, Manager, Officer, employee or agent of the Company and no affiliate, stockholder, officer, director, employee or agent of the Member (collectively, the- “Covered Persons”) shall be liable to the Company or any other person or entity who is a party to or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.
(b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.
(c) To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section.
(d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by the person or entity as to matters the Covered Person reasonably believes are within such other person or entity’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.
(e) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.
(f) The foregoing provisions of this Section shall survive any termination of this Agreement.
19.
Assignments. The Member may at any time assign in whole or in part its limited liability company interest in the Company. If the Member transfers any of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company, subject to Section 21, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. If the Member transfers all of its interest in the Company pursuant to this Section, such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the Member shall cease to be a member of the Company.
20.
Resignation. The Manager may at any time resign from the Company. If the Manager resigns pursuant to this Section, a replacement manager shall be admitted to the Company, subject to Section 21, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement.
21.
Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member and upon such terms (including with respect to participation in the management, profits, losses and distributions of the Company) as may be determined by the Member and the additional persons or entities to be admitted.
22.
Dissolution.
(a) The Company shall dissolve and its affairs shall be wound up upon the first to occur of: (i) the written consent of the Member, (ii) any time there are no members of the Company, unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets or proceeds from the sale of the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
23.
Benefits of Agreement; No Third-Party Rights. The provisions of this Agreement are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.
24.
Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.
25.
Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.
26.
Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.
27.
Amendments. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, executed and delivered by the Member.
28.
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement, and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned has entered into the Agreement as of the date first written above.
LAYER3 TV, INC. | |
/s/ David A. Miller | |
David A. Miller | |
Executive Vice President, General Counsel And Secretary |
The undersigned hereby acknowledges this Limited Liability Company Agreement of L3TV San Francisco Cable System, LLC.
/s/ David A. Miller | |
David A. Miller, Manager | |
Date: June 20, 2018 |
8 of 8
Exhibit 3.106
STATE
OF DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE OF FORMATION
1. | The name of the limited liability company is L3TV Seattle Cable System, LLC. |
2. | The address of its registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, DE 19808. The name of the registered agent at such address is Corporation Service Company. |
3. | This Certificate of Formation is effective as of January 14, 2019. |
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on January 10, 2019.
By: | /s/ Frederick Williams | |
Frederick Williams, Assistant Secretary |
Exhibit 3.107
LIMITED LIABILITY COMPANY AGREEMENT
OF
L3TV SEATTLE CABLE SYSTEM, LLC
January 23 , 2019
This Limited Liability Company Agreement (this “Agreement”) of L3TV Seattle Cable System, LLC (the “Company”) is entered into by Layer3 TV, Inc., as the sole member (the “Member”) of the Company.
The Member, by execution of this Agreement, hereby agrees as follows:
1.
Name. The name of the limited liability company is L3TV Seattle Cable System, LLC.
2.
Filing of Certificates. The Member or the Manager (as defined below), as an authorized person within the meaning of the Delaware Limited Liability Company Act (6 Del. C. § 18 101, et seq.), as amended from time to time (the “Act”), shall execute, deliver and file all certificates (and any amendments and/or restatements thereof) required or permitted to be filed with the Secretary of State of the State of Delaware. The Member of the Manager is authorized to execute, deliver and file any other certificates, notices or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.
3.
Purposes. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.
4.
Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have and may exercise all the powers now or hereafter conferred by Delaware law on limited liability companies formed under the Act and all powers necessary, convenient or incidental to accomplish its purposes as set forth in Section 3.
5.
Principal Business Office. The principal business office of the Company shall be located at 12920 SE 38th Street, Bellevue, WA 98006, or at such other location as may hereafter be determined by the Manager.
6.
Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808.
7.
Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808.
8.
Member. The name and the mailing addresses of the Member are as follows:
Name | Address |
Layer3 TV, Inc. |
12920 SE 38th Street
Bellevue, WA 98006 |
9.
Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Member nor the Manager shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member or acting as manager of the Company.
10.
Capital Contributions. The Member is deemed admitted as a member of the Company upon its execution and delivery of this Agreement. The initial Member’s ownership interest in the Company shall be represented by 100 units of membership interest (“Units”). An unlimited number of Units are authorized.
11.
Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, the Member may voluntarily make additional capital contributions to the Company.
12.
Allocation of Profits and Losses. For so long as the Member is the sole member of the Company, the Company’s profits and losses shall be allocated solely to the Member.
13.
Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Manager or the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate the Act or other applicable law.
14.
Management.
(a) The business and affairs of the Company shall be managed by a “manager” of the Company within the meaning of the Act (the “Manager”). The Manager shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes of the Company described herein, including all powers, statutory or otherwise, possessed by a manager of a limited liability company under the laws of the State of Delaware. The Manager has the authority to bind the Company. Except as otherwise provided in this Agreement, no Member shall have the authority to bind the Company.
(b) The Member shall appoint the Manager and may remove the Manager at any time with or without cause. A person appointed as Manager shall serve until the earlier of such person’s death, disqualification, resignation or removal, and upon the occurrence of any such event, the Member shall promptly appoint a replacement Manager. Each person serving as Manager shall be required to execute an acknowledgment of this Agreement, which acknowledgment may be a counterpart signature page to this Agreement. The Member hereby appoints David A. Miller as the Manager. Notwithstanding any other provision of this Agreement,
the Manager is authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other person.
15.
Officers. The Manager may, from time to time as it deems advisable, select natural persons who are employees or agents of the Company and designate them as officers of the Company (the “Officers”) and assign titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person. Unless the Manager decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section may be revoked at any time by the Manager. An Officer may be removed with or without cause by the Manager. The names of the initial officers are:
John J. Legere | Chief Executive Officer |
G. Michael Sievert | President & Chief Operating Officer |
Jeffrey T. Binder | Executive Vice President, TMUS and President, Layer3 |
David R. Carey | Executive Vice President, Corporate Services |
J. Braxton Carter | Executive Vice President & Chief Financial Officer |
Nicholas Drake | Executive Vice President, Marketing and Digital Experience |
Peter A. Ewens | Executive Vice President, Corporate Strategy |
Callie R. Field | Executive Vice President, Customer Care |
Jon A. Freier | Executive Vice President, T-Mobile Retail |
Janice V. Kapner | Executive Vice President, Communications & Community Engagement |
Michael Katz | Executive Vice President, T-Mobile for Business |
Thomas C. Keys | President, MetroPCS |
Elizabeth A. McAuliffe | Executive Vice President, Human Resources |
David A. Miller | Executive Vice President, General Counsel & Secretary |
Neville R. Ray | Executive Vice President & Chief Technology Officer |
Cody M. Sanford | Executive Vice President & Chief Information Officer |
Matthew Staneff | Executive Vice President & Chief Commercial Officer |
Christopher M. Miller | Senior Vice President, Taxation |
Peter Osvaldik | Senior Vice President, Finance & Chief Accounting Officer |
Lauren Venezia | Senior Vice President, Deputy General Counsel & Assistant Secretary |
Dirk Wehrse | Senior Vice President, Treasury & Treasurer |
Daniel Drobac | Vice President, Accounting & Controller |
Broady Hodder | Vice President, Legal Affairs, Corporate Governance and Securities & Assistant Secretary |
David E. Conroy | Assistant Secretary |
Rahul Modi | Assistant Treasurer |
Amos Smith | Authorized Signatory |
Lindsay Gardner | Authorized Signatory (with limitations)* |
Charles Hasek | Authorized Signatory (with limitations)* |
David Fellows | Authorized Signatory (with limitations) * |
Warren Schwartz | Authorized Signatory (with limitations) * |
Lauren E. Wallace | Authorized Signatory (with limitations) * |
* Lindsay Gardner shall be authorized to act as an authorized signatory of the Company only with regard to content provider payment reporting certifications, Charles Hasek and David Fellows shall be authorized to act as an authorized signatory of the Company only with regard to network security certifications, Warren Schwartz shall be authorized to act as an authorized signatory of the Company only with regard to banking and tax related matters and Lauren E. Wallace shall be authorized to act as an authorized signatory of the Company only with regard to filings made with the Federal Communications Commission, the United States Copyright Office and the United States Patent and Trademark Office filings.
16.
Waiver of Fiduciary Duties. This Agreement is not intended to, and does not, create or impose any fiduciary duty on the Member, the Manager or any person or entity affiliated with the Member or the Manager. Further, the Member hereby waives any and all fiduciary duties owed by the Member or the Manager that, absent such waiver, may be implied by law, and in doing so, recognizes, acknowledges and agrees that the duties and obligations of members of the Company to one another and to the Company are only as expressly set forth in this Agreement.
17.
Other Business Opportunities. The Member and any person or entity affiliated with the Member may engage in or possess an interest in other business opportunities or ventures (unconnected with the Company) of every kind and description, independently or with others, including, without limitation, businesses that may compete with the Company or the Manager. Neither the Member nor any person or entity affiliated with the Member shall be required to present any such business opportunity or venture to the Company or the Manager, even if the opportunity is of the character that, if presented to any of such persons, could be taken by them. Neither the Company, the Manager nor any person or entity affiliated with any of the foregoing shall have any rights in or to such business opportunities or ventures or the income or profits derived therefrom by virtue of this Agreement, notwithstanding any duty otherwise existing at law or in equity. The provisions of this Section shall apply to the Member solely in its capacity as member of the Company and shall not be deemed to modify any contract or arrangement, including, without limitation, any noncompete provisions, otherwise agreed to by the Company and the Member.
18.
Exculpation and Indemnification.
(a) No Member, Manager, Officer, employee or agent of the Company and no affiliate, stockholder, officer, director, employee or agent of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other person or entity who is a party to or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.
(b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.
(c) To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section.
(d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by the person or entity as to matters the Covered Person reasonably believes are within such other person or entity’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.
(e) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.
(f) The foregoing provisions of this Section shall survive any termination of this Agreement.
19.
Assignments. The Member may at any time assign in whole or in part its limited liability company interest in the Company. If the Member transfers any of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company, subject to Section 21, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. If the Member transfers all of its interest in the Company pursuant to this Section, such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the Member shall cease to be a member of the Company.
20.
Resignation. The Manager may at any time resign from the Company. If the Manager resigns pursuant to this Section, a replacement manager shall be appointed in accordance with Section 14.
21.
Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member and upon such terms (including with respect to participation in the management, profits, losses and distributions of the Company) as may be determined by the Member and the additional persons or entities to be admitted.
22.
Dissolution.
(a) The Company shall dissolve and its affairs shall be wound up upon the first to occur of: (i) the written consent of the Member, (ii) any time there are no members of the Company, unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets or proceeds from the sale of the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
23.
Benefits of Agreement; No Third-Party Rights. The provisions of this Agreement are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.
24.
Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.
25.
Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.
26.
Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.
27.
Amendments. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, executed and delivered by the Member.
28.
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement, and all of which together shall constitute one and the same instrument.
[SIGNATURE FOLLOWS ON SEPARATE PAGE]
IN WITNESS WHEREOF, the undersigned has entered into the Agreement as of the date first written above.
LAYER3 TV, INC. | |
/s/ David A. Miller | |
David A. Miller | |
Executive Vice President, General Counsel And Secretary |
The undersigned hereby acknowledges this Limited Liability Company Agreement of L3TV Seattle Cable System, LLC.
/s/ David A. Miller | ||
David A. Miller, Manager | ||
Date: | June 23, 2018 |
8 of 8
The Company Corporation, Organizer
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By:
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/s/ Margaret Rosado
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Margaret Rosado
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Assistant Secretary
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f. |
The jurisdiction where the limited liability company was first formed, and its jurisdiction immediately prior to filing this Certificate, is Delaware.
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2. |
The date on which the limited liability company was first formed is October 9, 2012.
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3. |
The name of the Limited Liability Company immediately prior to filing this Certificate is LAYER3 TV, LLC.
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4. |
The name of the Corporation as set forth in the Certificate of Incorporation is Layer3 TV, Inc.
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By:
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/s/ Jeffrey T. Binder
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||
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Name:
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Jeffrey T. Binder
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Title:
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Member and Manager
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By:
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/s/ Elizabeth Jansma Sharma
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Elizabeth Jansma Sharma, Incorporator
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/s/ Jeffrey T. Binder |
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Jeffrey T. Binder, President
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1.
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The name of the corporation is |
LAYER3 TV, INC.
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2.
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The Registered Office of the corporation in the State of Delaware is changed to | 2711 Centerville Road, Suite 400 |
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(street), in the City of | Wilmington, DE |
County of | New Castle | Zip Code | 19808 | . |
The name of the Registered Agent at such address upon whom process against this Corporation may be served is
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Corporation Service Company
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. |
3.
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The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.
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By:
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/s/ Jeffrey T. Binder
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Authorized Officer
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Name:
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Jeffrey T. Binder
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Print or Type
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By:
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/s/ Jeffrey T. Binder
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Jeffrey T. Binder
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||
President and Chief Executive Officer
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Name of Corporation
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State of Incorporation
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Layer3 TV, Inc.
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Delaware.
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Firefly Subsidiary, Inc.
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Delaware
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By:
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/s/ Jeffrey T. Binder
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Authorized Officer
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Name:
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Jeffrey T. Binder
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Title:
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President and Chief Executive Officer
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FIRST: The name of the surviving corporation is | Layer3 TV, Inc. |
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, a Delaware Corporation, and the name of the
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limited liability company being merged into this surviving corporation is | LayerG, LLC |
THIRD: The name of the surviving corporation is | Layer3 TV, Inc. |
FOURTH: The merger is to become effective on
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December 31, 2019 at 11:59 pm EST
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FIFTH: The Agreement of Merger is on file at |
12920 SE 38th St., Bellevue, WA 98006,
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, the place of business of the surviving corporation. |
IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the | 20th | day of | December | , A.D., | 2019 |
.
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By: |
/s/ David A. Miller
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Authorized Officer
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Name: |
David A. Miller
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Print or Type
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Title: |
EVP, General Counsel and Secretary
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/s/ David A. Miller
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David A. Miller
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1.) |
The jurisdiction where the Limited Partnership first formed is Delaware.
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2.) |
The jurisdiction immediately prior to filing this Certificate is Delaware.
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3.) |
The date the Limited Partnership first formed is 03/29/1995.
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4.) |
The name of the Limited Partnership immediately prior to filing this Certificate is MinorCo, L.P..
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5.) |
The name of the Limited Liability Company as set forth in the Certificate of Formation is MinorCo, LLC.
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By:
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/s/ Timothy O’Grady
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Authorized Officer
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Name:
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Timothy O’Grady, Vice President
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Print or Type
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By:
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/s/ Timothy O’Grady
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Authorized Person(s)
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Name:
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Timothy O’Grady, Vice President
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Exhibit 3.133
OPERATING AGREEMENT
OF
MINORCO, LLC
This OPERATING AGREEMENT (this “Agreement”) is made and adopted, effective as of June 17, 2016, by Sprint Enterprises, L.P., a Delaware limited partnership (the “Managing Member”), SWV One Telephony, LLC, a Delaware limited liability company, SWV Two Telephony, LLC, a Delaware limited liability company, and SWV Six, Inc., a Delaware corporation (each, a “Member” and, collectively, the “Members”) of the limited liability company described in this Agreement. Unless the context otherwise requires, terms which are capitalized and not otherwise defined in context shall have the meanings set forth in Article II of this Agreement.
Article I.
ORGANIZATIONAL MATTERS
1.1 Formation of the Company; Term. The Company is a limited liability company formed under the Act and governed by this Agreement./ The Company is an entity separate from its Members, created upon the execution and filing with the Secretary of State of Delaware of the Certificate of Formation of the Company. Unless sooner dissolved and liquidated by action of the Members, the Company is to continue in perpetuity.
1.2 Name. The name of the Company is MinorCo, LLC.
1.3 Purposes of the Company: Business. The purpose of the Company is to engage in any and all lawful acts or activities for which limited liability companies may be formed under the Act.
1.4 Office and Agent. The registered agent of the Company in the State of Delaware is Corporation Service Company and the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The Members may from time to time change the registered agent or office of the Company or establish additional places of business or offices of the Company as necessary or appropriate. Such changes need not be reflected in this Agreement.
Article II.
DEFINITIONS
Unless the context otherwise requires, the following terms (and the singular or plural thereof) used in this Agreement shall have the meanings set forth below:
“Act” means the limited liability company law set forth in Chapter 18 of Title 6 of the Delaware Code, as amended from time to time. Any reference to the Act shall automatically include a reference to any subsequent or successor limited liability company law in Delaware.
“Affiliate” means any Person directly or indirectly controlling, controlled by or under common control with the Members. Without limiting the generality of the foregoing, “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person.
“Agreement” means this Agreement, as amended from time to time, by amendments duly executed and delivered.
“Company” means MinorCo, LLC.
“Interest” means a membership interest in the Company, including any and all benefits to which the Members is entitled under this Agreement and the obligations of the Members under this Agreement.
“Members” mean Sprint Enterprises, L.P., a Delaware limited partnership, SWV One Telephony, LLC, a Delaware limited liability company, SWV Two Telephony, LLC, a Delaware limited liability company, and SWV Six, Inc., a Delaware corporation, and or their successors.
“Managing Member” means Sprint Enterprises, L.P., a Delaware limited partnership.
“Person” means any individual, partnership, limited liability company, corporation, trust, estate, association, or other entity.
Article III.
CAPITALIZATION: ECONOMICS
3.1 Capital,. The Members shall be deemed to have made a capital contribution to the Company and shall have the following membership equity interest in the Company, including any and all benefits to which the Members are entitled under this Agreement and the obligations of the Members under this Agreement:
Sprint Enterprises, L.P. | 40% |
SWV One Telephony, LLC | 15% |
SWV Two Telephony, LLC | 15% |
SWV Six, Inc. | 30% |
The Members may, but are not required to, make additional contributions to the capital of the Company. A capital account shall be maintained for the Members and such capital account shall be credited with contributions and profits, charged with distributions and losses and otherwise adjusted, in each case as the Members determine.
3.2 Allocations.
(a) All items of income, gain, loss, deduction, and credit will be allocated to the Members in proportion to their membership equity interests. In the event of a liquidation of
an Interest or a transfer of Interest, the Members agree to use the proration method based on calendar day convention to allocate items of income, gain, loss, deduction and credit.
(b) The Members acknowledge that the Company was previously organized as a limited partnership, which elected to convert to the current limited liability company form. The Members further acknowledge that the aforementioned conversion transaction was not intended to shift the economic risk of loss for any Company liabilities between the Members for tax purposes, when compared to how those Company liabilities were allocated between the Members when applying the economic risk of loss principles of Section 752 of the Code while the Company was organized as a limited partnership. The Members agree to interpret this Agreement in a manner consistent with this intent, to prepare all tax returns and other filings accordingly. In addition, to the extent that the allocation of debt under Section 752 of the Code would be changed as a result of the conversion, if the Company is unable to pay any such reallocated debt, the Member to whom such debt was previously allocated will make payments to the other Members to the extent that such first Member would have been deemed to have been relieved of responsibility for any Company liabilities under Section 752 of the Code as a result of the conversion transaction.
3.3 No Interest on Capital Contributions. The Members are not to be paid interest on its capital contributions to the Company.
Article IV.
MANAGEMENT
4.1 Management by Members. The Company shall be managed by its Managing Member. The Managing Member may exercise all such powers and do all such lawful acts and things as arc permitted by the Act and this Agreement.
4.2 Officers. The Company may have such officers as shall be appointed from time to time by the Members. Any such officers shall have such authority and shall perform such duties as may be specified from time to time by the Members, regardless of whether such authorities or duties are customarily incident to such offices. Officers shall serve indefinite terms until their resignations or until removed from office by the Members. Officers serve at the pleasure of the Members, and the Members may remove an officer at any time with or without cause.
Article V.
TRANSFERS AND DISSOLUTION
5.1 Transfers of Interest. The Members are entitled, in its sole and absolute discretion at any time and from time to time, to sell, mortgage, hypothecate, transfer, pledge, assign, donate, create a security interest in or lien upon, encumber, give, place in trust (voting or other) or otherwise dispose of all or any portion of its Interest in the Company, including the Members’: (i) interest in the profits, losses, allocations of other items and distributions from the Company; (ii) rights with respect to the management and administration of the Company; (iii) access to or rights to demand or require any information or account of the Company or its affairs; and (iv) rights to inspect the books and records of the Company.
5.1 Status of Third Party Transferee. No transferee, including any transferee by operation of law or court order, of all or any portion of any Interest in the Company shall, without the prior written consent of the Members, which consent may be withheld by the Members in their absolute discretion, acquire the status as a substituted or additional member of the Company under the Act or under this Agreement, but shall solely have the status, rights and privileges of an assignee. If a substituted or additional member is admitted to the Company in accordance with this Section 5.2, such substitute or additional member shall be responsible for the payment of all fees and expenses associated with the transfer and such substitution or admission as the Members may require.
5.2 Dissolution and Liquidation. If the Company is required to wind-up its affairs and liquidate its assets, it will first pay or make provision to pay all its obligations as required by law and any assets remaining will be distributed to the Members. The Members and officers, if any, shall have the right to do all acts authorized by law and this Agreement for the purpose of winding-up the affairs of the Company.
Article VI.
INDEMNIFICATION OF MEMBERS AND OFFICERS.
6.1 Indemnification.
(a) The Company shall indemnify, to the full extent then permitted by law, any Person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, brought by or against the Company or otherwise, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a Member of the Company or an officer, employee, or agent of the Company, or is or was serving at the request of the Company as a director, trustee, officer, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise. The Company shall pay, to the full extent then permitted by law, expenses, including attorney’s fees, incurred by the Members of the Company in defending any such action, suit, or proceeding as they are incurred, in advance of final disposition thereof, and may pay, in the same manner and to the full extent then permitted by law, such expenses incurred by any other Person. The indemnification and payment of expenses provided hereby shall be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under any law, the Company’s Certificate of Formation, any agreement, or otherwise, both as to action in official capacities and as to action in another capacity while the Person is a Member, trustee, officer, employee, or agent of the Company, and shall continue as to a Person who has ceased to be a Member of the Company, trustee, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such Person. Notwithstanding the foregoing, no indemnification shall be provided to or on behalf of any indemnitee if a judgment or other final adjudication adverse to such indemnitee establishes that such indemnitee’s acts were fraudulent, grossly negligent or the result of willful malfeasance and, in each case, were material to the cause of action so adjudicated.
(b) The Company may, to the full extent then permitted by law and authorized by the Members, purchase and maintain insurance or furnish similar protection, including but not limited to trust funds, letters of credit, or self-insurance, on behalf of or for any Person described
in this Section 6.1 against any liability asserted against and incurred by any such Person in any such capacity, or arising out of his status as such, whether or not the Company would have the power to indemnify such person against such liability.
(c) The Company, upon approval of the Members, may enter into agreements with any Persons whom the Company may indemnify under applicable law and undertake thereby to indemnify such persons and to pay the expenses incurred by them in defending any action, suit, or proceeding against them, whether or not the Company would have the power under this Agreement to indemnify any such Person.
6.2 Liability to the Company. The Members shall not be liable to the Company in damages for any action that the Members take or fail to take in such capacity, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that such action or failure to act was undertaken with deliberate intent to cause injury to the Company or with reckless disregard for the best interests of the Company.
6.3 Liability to Others. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture. It is the intention of the Members that they shall have the benefit of the Act. The debts, obligations and liabilities of the Company are solely the debts, obligations and liabilities of the Company, and the Members shall not be liable therefore solely by reason of being a member of the Company. Furthermore, if applicable, no holder of an equity interest in the Members, or any director, officer or employee of any of the foregoing or any of their Affiliates, shall be obligated personally for any debt, obligation or other liability of the Company solely by reason of being a holder of an equity interest in the Members, or a director, officer or employee of any of the foregoing or any of their Affiliates. No failure of the Company to observe any corporate or other formality or requirement relating to the exercise of its powers or the management of its business or affairs under this Agreement or the Act shall be grounds for imposing liability on the Members (or, if applicable, any holder of an equity interest in the Member, or any director, officer or employee of any of the foregoing or any of their Affiliates) for any debt, obligation or liability of the Company.
Article VII.
MISCELLANEOUS
7.1 Actions Without a Meeting. Any action that may be authorized or taken at a meeting of the Members may be taken without a meeting if authorized in a writing signed by the Members. Any such writing shall be filed with or entered upon the records of the Company.
7.2 Notices. All notices, requests and consents under this Agreement directed to the Members or the Company shall be in writing and shall be effective on receipt, if delivered by hand or by confirmed facsimile, or five days after being placed in the U.S. Mail, addressed to the Members or the Company with proper first class postage prepaid.
7.3 Whole Agreement. This Agreement contains the entire declaration of the Members and may only be amended by a wilting executed by the Members.
7.4 Governing Law. This Agreement shall be governed and construed in accordance with the internal, substantive laws of the State of Delaware, without giving effect to its rules of conflicts of laws.
7.5 Severability. In the event that any provision of this Agreement shall be held to be invalid, the validity of the remaining provisions of the Agreement shall not in any way be affected.
7.6 Construction. The headings contained in this Agreement are for reference only and shall not affect the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural and vice versa.
[remainder of page intentionally left blank - signature page follows]
IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the date first written above.
SPRINT ENTERPRISES, L.P. | ||
As Managing Member | ||
By: | /s/ Timothy P. O’Grady | |
Timothy P. O’Grady | ||
Vice President | ||
SWV ONE TELEPHONY, LLC | ||
As Member | ||
By: | /s/ Timothy P. O’Grady | |
Timothy P. O’Grady | ||
Vice President | ||
SWV TWO TELEPHONY, LLC | ||
As Member | ||
By: | /s/ Timothy P. O’Grady | |
Timothy P. O’Grady | ||
Vice President | ||
SWV SIX, INC. | ||
As Member | ||
By: | /s/ Timothy P. O’Grady | |
Timothy P. O’Grady | ||
Vice President |
-7-
/s/ Thomas J. Sidman
|
|
|
Thomas J. Sidman, Vice President
|
SRI, Inc.
|
Virginia
|
Nextel Communications of the Mid-Atlantic, Inc.
|
Delaware
|
Corporation
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Class
|
Number of Shares
|
Par Value
|
SRI, Inc.
|
Common
|
5,000
|
$1.00
|
Dated: December 21, 1999
|
NEXTEL COMMUNICATIONS OF THE
MID-ATLANTIC, INC. |
Attest: /s/ Christian A. Hill
Christie A. Hill Secretary |
/s/ Thomas J. Sidman
Thomas J. Sidman Vice President |
|
(a) |
Certificate of Incorporation. The Restated Certificate of incorporation of Survivor as in effect on and immediately prior to the Effective Date shall be the Restated Certificate of incorporation of Survivor immediately after
the Effective Date until they shall be altered, amended or repealed as provided therein.
|
|
(b) |
Bylaws. The Bylaws of Survivor as in effect on and immediately prior to the Effective Date shall be the Bylaws of Survivor immediately after the Effective Date until they shall be altered, amended or repealed as provided
therein.
|
|
(c) |
Directors and Officers. The directors and officers of Survivor on and immediately prior to the Effective Date shall continue in office until the next meeting of the stockholders of Survivor or until their successors are duly
elected and qualified.
|
Spectrum Resources of the Northeast, Inc.
|
Delaware
|
Nextel Communications of the Mid-Atlantic, Inc.
|
Delaware
|
NEXTEL COMMUNICATIONS OF THE
MID-ATLANTIC, INC. |
|
Attest: /s/ Christie A. Hill
Christie A. Hill, Secretary |
/s/ Thomas J. Sidman
Thomas J. Sidman, Vice President |
|
(a) |
Certificate of Incorporation. The Restated Certificate of Incorporation of Survivor as in effect on and immediately prior to the Effective Date shall be the Restated Certificate of Incorporation of Survivor immediately after
the Effective Date until they shall be altered, amended or repealed as provided therein.
|
|
(b) |
Bylaws. The Bylaws of Survivor as in effect on and immediately prior to the Effective Date shall be the Bylaws of Survivor immediately after the Effective Date until they shall be altered, amended or repealed as provided
therein.
|
|
(c) |
Directors and Officers. The directors and officers of Survivor on and immediately prior to the Effective Date shall continue in office until the next meeting of the stockholders of Survivor or until their successors are duly
elected and qualified.
|
By:
|
/s/ Timothy P. O’Grady
|
|
Authorized Officer
|
||
Name:
|
Timothy P. O’Grady
|
|
Print or Type
|
||
Title:
|
Vice President
|
ARTICLE I MEETINGS OF STOCKHOLDERS
|
1
|
|
Section 1.
|
Time and Place of Meetings
|
1
|
Section 2.
|
Annual Meeting
|
1
|
Section 3.
|
Special Meetings
|
1
|
Section 4.
|
Notice of Meetings
|
1
|
Section 5.
|
Quorum
|
1
|
Section 6.
|
Voting
|
2
|
ARTICLE II DIRECTORS
|
2
|
|
Section 1.
|
Powers
|
2
|
Section 2.
|
Number and Term of Office
|
2
|
Section 3.
|
Vacancies and New Directorships
|
2
|
Section 4.
|
Regular Meetings
|
2
|
Section 5.
|
Special Meetings
|
3
|
Section 6.
|
Quorum
|
3
|
Section 7.
|
Written Action
|
3
|
Section 8.
|
Participation in Meetings by Conference Telephone
|
3
|
Section 9.
|
Committees
|
3
|
Section 10.
|
Compensation
|
4
|
Section 11.
|
Rules
|
4
|
ARTICLE III NOTICES
|
4
|
|
Section 1.
|
Generally
|
4
|
Section 2.
|
Waivers
|
4
|
ARTICLE IV OFFICERS
|
4
|
|
Section 1.
|
Generally
|
4
|
Section 2.
|
Compensation
|
4
|
Section 3.
|
Succession
|
4
|
Section 4.
|
Authority and Duties
|
5
|
Section 5.
|
Chairman
|
5
|
Section 6.
|
President
|
5
|
Section 7.
|
Execution of Documents and Action with Respect to Securities of Other Corporations
|
5
|
Section 8.
|
Vice President
|
5
|
Section 9.
|
Secretary and Assistant Secretaries
|
5
|
Section 10.
|
Treasurer and Assistant Treasurers
|
6
|
Section 11.
|
Controller
|
6
|
Section 12.
|
General Counsel
|
6
|
ARTICLE V STOCK
|
6
|
|
Section 1.
|
Certificates
|
6
|
Section 2.
|
Transfer
|
6
|
Section 3.
|
Lost, Stolen or Destroyed Certificates
|
7
|
Section 4.
|
Record Date
|
7
|
ARTICLE VI GENERAL PROVISIONS
|
8
|
|
Section 1.
|
Fiscal Year
|
8
|
Section 2.
|
Corporate Seal
|
8
|
Section 3.
|
Reliance Upon Books, Reports and Records
|
8
|
Section 4.
|
Time Periods
|
8
|
Section 5.
|
Dividends
|
8
|
ARTICLE VII AMENDMENTS
|
8
|
|
Section 1.
|
Amendments
|
8
|
NAME
|
MAILING ADDRESS
|
Morgan E. O’Brien
|
Jones, Day, Reavis & Pogue
1450 G Street, N.W., Suite 600
Washington, D.C. 20005
|
NAME
|
MAILING ADDRESS
|
Brian D. McAuley
|
Fleet Call, Inc.
201 Route 17 North
Rutherford, NJ 07070
|
Morgan E. O’Brien
|
Jones, Day, Reavis & Pogue
1450 G Street, N.W.
Washington, D.C. 20005-2088
|
/s/ Morgan E. O’Brien
|
|
Morgan E. O’Brien
|
|
Incorporator
|
NAME
|
STATE OF INCORPORATION
|
Smart SMR of New York, Inc.
|
Delaware
|
FC New York, Inc.
|
Delaware
|
|
SMART SMR OF NEW YORK, INC.
|
|
Dated: October 15, 1997
|
/s/ Thomas J. Sidman
|
|
|
Thomas J. Sidman
|
|
Vice President
|
||
Attest:
|
/s/ Ried R. Zulager
|
|
|
Ried R. Zulager, Secretary
|
|
1.1. |
Address. The street address of the principal office of Survivor shall be c/o Nextel, 1505 Farm Credit Drive, McLean, VA 22102.
|
|
1.2. |
Corporate Purposes. The corporate purposes of Survivor shall be the corporate purposes of Survivor as in effect immediately prior to the Effective Date.
|
|
1.3. |
Authorized Stock. The total number of shares and the par value of each class of stock which Survivor is authorized to issue shall be the total number of shares and par value which Survivor is authorized to issue immediately prior
to the Effective Date.
|
|
1.4. |
Other Terms and Conditions. Certain other terms and conditions of the Merger are as follows:
|
|
1.4.1 |
Certificate of Incorporation. The certificate of incorporation of Survivor as in effect on and immediately prior to the Effective Date shall be the articles of organization of Survivor immediately after the Effective Date until
they shall be altered, amended or repealed as provided therein.
|
|
1.4.2 |
Bylaws. The bylaws of Survivor as in effect on and immediately prior to the Effective Date shall be the bylaws of Survivor immediately after the Effective Date until they shall be altered, amended or repealed as provided therein.
|
|
1.4.3 |
Directors and Officers. The directors and officers of Survivor on and immediately prior to the Effective Date shall continue in office until the next meeting of stockholders of Survivor or until their successors are duly elected
and qualified.
|
|
1.5. |
Waiver of Notice. Survivor hereby waives the requirement that it be mailed a copy of the Agreement and Plan of Merger.
|
|
1.6. |
Merger Consideration. At the Effective Date, by virtue of the Merger and without any action on the part of Target or Survivor: (a) each share of Target’s authorized stock and each share of Target’s outstanding stock will be
extinguished, all certificate(s) representing outstanding shares of Target’s stock will be cancelled, and no payment will be made in respect thereof; and (b) the outstanding shares of the Survivor and the certificates representing those
shares will remain outstanding and will not be affected by the Merger.
|
|
1.7. |
Effective Date. The effective date of the Merger (the “Effective Date”) shall be at 12:01 a.m. November 1, 1997.
|
|
1.8. |
Termination; Amendment. Notwithstanding anything else to the contrary, this Agreement may be terminated and abandoned by the Board of Directors of either Survivor or Target at any time prior to the date of filing of any Articles
of Merger or Certificate of Merger with the Secretary of State of Delaware. In the event of such termination, this Agreement shall become void and neither party shall have any obligations with respect hereto or to the transactions
contemplated hereby. This Agreement may be amended by the respective Boards of Directors of Survivor and Target at any time prior to the date of filing of any Articles of Merger or Certificate of Merger with the Secretary of State of
Delaware so long as the provisions of the DGCL, have been complied with.
|
|
1.9. |
Change of Survivor Name. At the Effective Date, Survivor shall amend its name to NEXTEL OF NEW YORK, INC. such that article First of its Amended and Restated Certificate of Incorporation shall read as follows:
|
SMART SMR OF NEW YORK, INC.
|
||
/s/ Thomas J. Sidman
|
||
Thomas J. Sidman
|
||
Vice President
|
||
/s/ Ried R. Zulager
|
||
Ried R. Zulager
|
||
Secretary
|
||
FC NEW YORK, INC.
|
||
/s/ Thomas J. Sidman
|
||
Thomas J. Sidman
|
||
Vice President
|
||
/s/ Ried R. Zulager
|
||
Ried R. Zulager
|
||
Secretary
|
/s/ Thomas J. Sidman
|
|
Thomas J. Sidman, Vice President
|
By:
|
/s/ Timothy P. O’Grady
|
|
Authorized Officer
|
||
Name:
|
Timothy P. O’Grady
|
|
Print or Type
|
||
Title:
|
Vice President
|
NAME
|
MAILING ADDRESS
|
Scott Hoganson
|
2001 Edmund Halley Drive
Reston, VA 20191
|
Leonard J. Kennedy
|
2001 Edmund Halley Drive
Reston, VA 20191
|
Christie A. Hill
|
2001 Edmund Halley Drive
Reston, VA 20191
|
/s/ Christie A. Hill
|
|
Christie A. Hill, Sole Incorporator
|
NEXTEL RETAIL STORES, INC.
|
||
Name:
|
/s/ Matthew C. Weed
|
|
Matthew C. Weed
|
||
Assistant Secretary
|
1.
|
The name of the corporation in its original Certificate of Incorporation, and the name of the corporation immediately prior to the filing of this Certificate of Conversion, is
Nextel Retail Stores, Inc.
|
2.
|
The date on which the original Certificate of Incorporation was filed is January 31, 2001.
|
3.
|
The name of the limited liability company into which the corporation is being converted is Nextel Retail Stores, LLC.
|
4.
|
The conversion has been approved in accordance with the provisions of Section 266.
|
/s/ Matthew C. Weed
|
|
Matthew C. Weed
|
|
Assistant Secretary
|
FIRST:
|
The name of the limited liability company is: Nextel Retail Stores, LLC (the “Company”).
|
SECOND:
|
The address of the Company’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, Delaware 19808. The name of
the Company’s registered agent at such address is Corporation Service Company.
|
THIRD:
|
The Company shall exist in perpetuity from and after the date the Delaware Secretary of State issues this Certificate of Formation, unless dissolved earlier by law or election of
the member.
|
/s/ Matthew C. Weed
|
|
Matthew C. Weed
|
|
Assistant Secretary
|
Timothy M. Donahue
|
President
|
Paul N. Saleh
|
Vice President & Chief Financial Officer
|
Thomas N. Kelly, Jr.
|
Vice President
|
Robert L. Johnson
|
Vice President
|
Mark Adams
|
Vice President
|
Michael D. Stanfill
|
Vice President
|
Leonard J. Kennedy
|
Vice President
|
Brian Meadows
|
Vice President
|
William G. Arendt
|
Vice President
|
Albert P. Shotwell
|
Vice President
|
Horace Jordan
|
Vice President, Corporate Tax
|
Brian I. Davis
|
Vice President, Tax
|
Leon Frazier
|
Vice President
|
Christie A. Hill
|
Vice President & Corporate Secretary
|
Matthew C. Weed
|
Assistant Secretary
|
Gary D. Begeman
|
Vice President & Deputy General Counsel
|
Thomas D. Hickey
|
Assistant Secretary
|
Richard S. Lindahl
|
Vice President & Treasurer
|
Marci Carris
|
Vice President & Assistant Treasurer
|
Michael T. Sicoli
|
Vice President & Assistant Treasurer
|
|
(A) |
An election to dissolve the Company made by written consent of the Member; or
|
|
(B) |
The entry of a decree of judicial dissolution under the Act.
|
NEXTEL OPERATIONS, INC.
|
||
Sole Member
|
||
By:
|
/s/ Leonard J. Kennedy
|
|
Name:
|
Leonard J. Kennedy
|
|
Title:
|
Vice President
|
NEXTEL OPERATIONS, INC.
|
||
Sole Member
|
||
|
|
|
|
|
|
By:
|
/s/ Matthew C. Weed
|
|
Name:
|
Matthew C. Weed
|
|
|
Title:
|
Assistant Secretary
|
/s/ Thomas J. Sidman
|
|
Thomas J. Sidman, Vice President
|
/s/ Ried Zulager
|
|
Ried Zulager, Secretary
|
By:
|
/s/ Timothy P. O’Grady
|
||
Authorized Officer
|
|||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President and Secretary
|
By:
|
/s/ Timothy P. O’Grady
|
||
Authorized Officer
|
|||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President and Secretary
|
NAME
|
MAILING ADDRESS
|
|
Thomas J. Sidman
|
1505 Farm Credit Drive, McLean, VA 22102
|
|
Gary D. Begeman
|
1505 Farm Credit Drive, McLean, VA 22102
|
/s/ Thomas J. Sidman
|
||
Thomas J. Sidman, Sole Incorporator
|
/s/ Thomas J. Sidman
|
|||
Thomas J. Sidman
|
|||
Vice President
|
|||
Attest:
|
|||
/s/ Ried R. Zulager
|
|||
Ried R. Zulager
|
|||
Secretary
|
|
1.) |
The jurisdiction where the Corporation first formed is Delaware.
|
|
2.) |
The jurisdiction immediately prior to filing this Certificate is Delaware.
|
|
3.) |
The date the corporation first formed is January 6 1998.
|
|
4.) |
The name of the Corporation immediately prior to filing this Certificate is Nextel Systems Corp.
|
|
5.) |
The name of the Limited Liability Company as set forth in the Certificate of Formation is Nextel Systems, LLC.
|
|
6.) |
The effective date shall be December 29, 2017.
|
By:
|
/s/ Stefan Schnopp
|
||
Authorized Person
|
Name:
|
Stefan Schnopp, Vice President
|
||
Print or Type
|
By:
|
/s/ Stefan Schnopp
|
||
Authorized Person
|
Name:
|
Stefan Schnopp, Vice President
|
||
Print or Type
|
SprintCom, Inc.
|
$
|
300,000,000
|
||
Sprint Spectrum, L.P.
|
$
|
300,000,000
|
SPRINTCOM, INC., Member
|
|||
By:
|
/s/ Stefan K. Schnopp
|
||
Stefan K. Schnopp
|
|||
Vice President
|
|||
SPRINT SPECTRUM L.P., Member
|
|||
By:
|
/s/ Larry Weiss
|
||
Larry Weiss
|
|||
Vice President
|
/s/ Thomas J. Sidman
|
||
Thomas J. Sidman, Vice President
|
Safety Net, Inc.
|
Delaware
|
Nextel West Corp.
|
Delaware
|
Dated:
|
December 21, 1999
|
SAFETY NET, INC.
|
|||
Attest:
|
/s/ Christie A. Hill
|
/s/ Thomas J. Sidman
|
|||
Christie A. Hill
Secretary |
Thomas J. Sidman
President |
1. |
The Merger. At the Effective Date (as defined in Section 8 below), Target shall merge with and into Survivor in accordance with the DGCL (the “Merger”) and Survivor shall be the surviving corporation of the Merger. The identity,
existence, rights, privileges, powers, franchises, properties and assets of Survivor shall continue unaffected and unimpaired by the Merger. As of the Effective Date, the identity and separate existence of Target shall cease, and all of the
rights, privileges, powers, franchises, properties and assets of Target shall be vested in Survivor.
|
2. |
Address. The street address of the principal office of Survivor shall be Nextel West Corp., 1130 Lake Cook Road, Suite #305, Buffalo Grove, IL 60089.
|
3. |
Corporate Resources. The corporate purposes of Survivor shall be the corporate purposes of Survivor as in effect immediately prior to the Effective Date.
|
4. |
Authorized Stock. The total number of shares and the par value of each class of stock which Survivor is authorized to issue shall be the total number of shares and par value which Survivor is authorized to issue immediately prior
to the Effective Date.
|
5. |
Other Terms and Conditions. Certain other terms and conditions of the Merger are as follows:
|
|
(a) |
Certificate of Incorporation. The Restated Certificate of Incorporation of Survivor as in effect on and immediately prior to the Effective Date shall be the Restated Certificate of Incorporation of Survivor immediately after the
Effective Date until they shall be altered, amended or repealed as provided therein.
|
|
(b) |
Bylaws. The Bylaws of Survivor as in effect on and immediately prior to the Effective Date shall be the Bylaws of Survivor immediately after the Effective Date until they shall be altered, amended or repealed as provided therein.
|
|
(c) |
Directors and Officers. The directors and officers of Survivor on and immediately prior to the Effective Date shall continue I office until the next meeting of the stockholders of Survivor or until their successors are duly
elected and qualified.
|
6. |
Waiver of Notice. Survivor hereby waives the requirement that it be mailed a copy of the Agreement and Plan of Merger.
|
7. |
Merger Considerations. At the Effective Date by virtue of the Merger and without any action on the part of Target or Survivor: (a) each share of Target’s authorized stock and each share of Target’s outstanding stock will be
extinguished, all certificate(s) representing outstanding shares of Target’s stock will be cancelled, and no payment will be made in respect thereof; and (b) the outstanding shares of the Survivor and the certificates representing those
shares will remain outstanding and will not be affected by the Merger.
|
8. |
Effective Date. The effective date of the Merger (the “Effective Date”) shall be 11:59:59 p.m. on Friday, December 31, 1999.
|
9. |
Termination; Amendment. Notwithstanding anything else to the contrary, this Agreement may be terminated and abandoned by the Board of Directors of either Survivor or Target at any time prior to the date of filing of any Articles
of Merger of Certificate of Merger with the Secretary of State of Delaware. In the event of such termination, this Agreement shall become void and neither party shall have any obligations with respect thereto or to the Boards of Directors
of Survivor and Target at any time prior to the date of filing of any Articles of Merger or Certificate of Merger with the Secretary of State of Delaware so long as the provision of the DGCL have been complied with.
|
10. |
General. This Agreement shall be governed by the laws of the State of Delaware and may be executed in counterparts, each of which shall constitute an original.
|
CellCall, Inc.
|
Delaware
|
Nextel West Corp.
|
Delaware
|
Dated:
|
December 21, 2000
|
NEXTEL WEST CORP.
|
|||
Attest:
|
/s/ Christie A. Hill
|
/s/ Thomas J. Sidman
|
|||
Christie A. Hill
Secretary |
Thomas J. Sidman
President |
By:
|
/s/ Timothy P. O’Grady
|
|
Authorized Officer
|
||
Name:
|
Timothy P. O’Grady
|
|
Print or Type
|
||
Title:
|
Vice President and Secretary
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Authorized Officer
|
||
Name:
|
Timothy P. O’Grady
|
|
Print or Type
|
||
Title:
|
Vice President and Secretary
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Authorized Officer
|
||
Name:
|
Timothy P. O’Grady
|
|
Print or Type
|
||
|
||
Title:
|
Vice President and Secretary
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Authorized Officer
|
||
Name:
|
Timothy P. O’Grady
|
|
Print or Type
|
||
Title:
|
Vice President and Secretary
|
|
By:
|
/s/ Stefan K. Schnopp
|
|
Authorized Officer
|
||
Name:
|
Stefan K. Schnopp
|
|
Print or Type
|
||
Title:
|
Vice President
|
By:
|
/s/ Stefan K. Schnopp
|
|
Authorized Officer
|
||
Name:
|
Stefan K. Schnopp
|
|
Print or Type
|
||
Title:
|
Vice President
|
By:
|
/s/ Stefan K. Schnopp
|
|
Authorized Officer
|
||
Name:
|
Stefan K. Schnopp
|
|
Print or Type
|
||
Title:
|
Vice President
|
|
(a) |
At every meeting of the stockholders each stockholder shall be entitled to one vote for each share of capital stock held by him.
|
|
(b) |
Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to
act for him by proxy.
|
|
(c) |
Each matter, other than election of directors, properly presented to any meeting shall be decided by a majority of the votes cast on the matter.
|
|
(d) |
Election of directors and the vote on any other matter presented to a meeting shall be by written ballot.
|
/s/ Charles R. Wunsch
|
||
Charles R. Wunsch
|
||
Authorized Person
|
Nextel Spectrum Acquisition Corp.
|
||
/s/ Charles R. Wunsch
|
||
Name: Charles R. Wunsch
|
||
Title: Authorized Person
|
SURVIVING COMPANY:
|
|||
NSAC, LLC
|
|||
a Delaware limited liability company
|
|||
By Clearwire Xohm LLC,
|
|||
a Delaware limited liability company,
|
|||
its sole Member and Manager
|
|||
/s/ Broady Hodder
|
|||
By:
|
Broady Hodder
|
||
Its:
|
Senior Vice President, General Counsel and Secretary
|
SURVIVING COMPANY:
|
|||
NSAC, LLC
|
|||
a Delaware limited liability company
|
|||
By Clearwire Xohm LLC,
|
|||
a Delaware limited liability company,
|
|||
its sole Member and Manager
|
|||
/s/ Broady Hodder
|
|||
By:
|
Broady Hodder
|
||
Its:
|
Senior Vice President, General Counsel and Secretary
|
By:
|
/s/ Stefan K. Schnopp
|
||
Authorized Person
|
|||
Name:
|
Stefan K. Schnopp
|
||
Title:
|
Vice President
|
By:
|
/s/ Stefan K. Schnopp
|
||
Authorized Person
|
|||
Name:
|
Stefan K. Schnopp
|
||
Title:
|
Vice President
|
By:
|
/s/ Stefan K. Schnopp
|
||
Authorized Person
|
|||
Name:
|
Stefan K. Schnopp
|
||
Title:
|
Vice President
|
By:
|
/s/ Stefan K. Schnopp
|
||
Authorized Person
|
|||
Name:
|
Stefan K. Schnopp
|
||
Title:
|
Vice President
|
By:
|
/s/ Stefan K. Schnopp
|
||
Authorized Person
|
|||
Name:
|
Stefan K. Schnopp
|
||
Title:
|
Vice President
|
By:
|
/s/ Stefan K. Schnopp
|
||
Authorized Person
|
|||
Name:
|
Stefan K. Schnopp
|
||
Title:
|
Vice President
|
By:
|
/s/ Stefan K. Schnopp
|
||
Authorized Person
|
|||
Name:
|
Stefan K. Schnopp
|
||
Title:
|
Vice President
|
COMPANY:
|
MEMBER :
|
||||
NSAC, LLC
|
Unrestricted Subsidiary Funding Company
|
||||
By:
|
Unrestricted Subsidiary Funding Company
|
By:
|
/s/ Timothy P. O’Grady
|
||
Title: | Manager and Sole Member | Name: | Timothy P. O’Grady | ||
Title: | Vice President | ||||
By: | /s/ Timothy P. O’Grady | ||||
Name: |
Timothy P. O’Grady
|
||||
Title: |
Vice President
|
Sprint HoldCo, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SX Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
NSAC, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBC NY, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
ATL MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
LA MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
NY MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
SF MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Via/Net, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wavepath Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Sprint (Bay Area), LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Transworld Telecom II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WHI Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Bay Area Cablevision, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
TWTV Spokane, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
TTI Acquisition, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WHI SD LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
ATI Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting Development, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Anchorage, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Bend, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Bismarck, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Cincinnati, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Colorado Springs, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Columbus, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Denver, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Ft. Collins, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Fort Myers, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Green Bay, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Jackson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Lansing, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Lincoln, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Little Rock, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Louisville, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Medford, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Michiana, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Monterey, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Oklahoma, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Portland, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Redding, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Salem/Eugene, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Santa Barbara, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
ATI of Santa Rosa, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Seattle, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Sheridan, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Toledo, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Youngstown, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Yuba City, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Alda Gold II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Alda Tucson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Alda Wireless Holdings, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV Gold II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of Albuquerque, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of Houston, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
PCTV of Milwaukee, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV of Salt Lake City, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of St. Louis, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of Tucson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Preferred Entertainment, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SpeedChoice of Detroit, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SpeedChoice of Phoenix, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wireless Cable of Indianapolis, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
G&S TV LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WCOF, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
TDI Acquisition Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS California, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Idaho, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Montana, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wireless Broadband Services of America, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Sprint Wireless Broadband Company LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Wireless Broadcasting Systems of Knoxville. LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Washington, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Oregon, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of America. LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of Sacramento, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of Ft. Pierce, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of Melbourne, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of West Palm, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
SCC X, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
NSAC, LLC
|
People’s Choice TV of Albuquerque. LLC
|
WBC NY, LLC
|
People’s Choice TV of Houston, LLC
|
ATL MDS, LLC
|
PCTV of Milwaukee. LLC
|
LA MDS, LLC
|
PCTV of Salt Lake City, LLC
|
NY MDS, LLC
|
People’s Choice TV of St. Louis, LLC
|
SF MDS, LLC
|
People’s Choice TV of Tucson, LLC
|
Via/Net, LLC
|
Preferred Entertainment. LLC
|
Wavepath Sub, LLC
|
SpeedChoice of Detroit, LLC
|
Sprint (Bay Area), LLC
|
SpeedChoice of Phoenix, LLC
|
Transworld Telecom II, LLC
|
Wireless Cable of Indianapolis, LLC
|
WHI Sub, LLC
|
G&S TV LLC
|
Bay Area Cablevision. LLC
|
WCOF, LLC
|
TWTV Spokane, LLC
|
TDI Acquisition Sub, LLC
|
TTI Acquisition, LLC
|
WBS California, LLC
|
WHI SD LLC
|
WBS Idaho, LLC
|
ATI Sub, LLC
|
WBS Montana, LLC
|
American Telecasting Development, LLC
|
Wireless Broadband Services of America, LLC
|
American Telecasting of Anchorage, LLC
|
Sprint Wireless Broadband Company LLC
|
American Telecasting of Bend, LLC
|
Wireless Broadcasting Systems of Knoxville, LLC
|
American Telecasting of Bismarck, LLC
|
WBS Washington, LLC
|
American Telecasting of Cincinnati, LLC
|
WBS Oregon, LLC
|
American Telecasting of Colorado Springs, LLC
|
WBS of America, LLC
|
American Telecasting of Columbus, LLC
|
WBS of Sacramento, LLC
|
American Telecasting of Denver, LLC
|
WBS of Ft. Pierce, LLC
|
American Telecasting of Fort Collins, LLC
|
WBS of Melbourne, LLC
|
American Telecasting of Fort Myers. LLC
|
WBS of West Palm, LLC
|
American Telecasting of Green Bay, LLC
|
SCC X, LLC
|
American Telecasting of Jackson, LLC
|
|
American Telecasting of Lansing, LLC
|
|
American Telecasting of Lincoln, LLC
|
|
American Telecasting of Little Rock. LLC
|
|
American Telecasting of Louisville, LLC
|
|
American Telecasting of Medford, LLC
|
|
American Telecasting of Michiana, LLC
|
|
American Telecasting of Monterey, LLC
|
|
American Telecasting of Oklahoma, LLC
|
|
American Telecasting of Portland, LLC
|
|
American Telecasting of Redding, LLC
|
|
American Telecasting of Salem/Eugene, LLC
|
|
American Telecasting of Santa Barbara, LLC
|
|
ATI of Santa Rosa, LLC
|
|
American Telecasting of Seattle. LLC
|
|
American Telecasting of Sheridan, LLC
|
|
American Telecasting of Toledo, LLC
|
|
American Telecasting of Youngstown, LLC
|
|
American Telecasting of Yuba City, LLC
|
|
PCTV Sub, LLC
|
|
Alda Gold II, LLC
|
|
Alda Tucson, LLC
|
|
Alda Wireless Holdings, LLC
|
|
PCTV Gold II, LLC
|
/s/ Charles R. Wunsch
|
||
Charles R. Wunsch
|
||
Authorized Person
|
PCTV Gold, Inc.
|
|||
By:
|
/s/ Charles R. Wunsch
|
||
Name:
|
Charles Wunsch
|
||
Title:
|
VP
|
COMPANY:
|
MEMBER :
|
||||
PCTV Gold II, LLC
|
People’s Choice TV Corp.
|
||||
By:
|
People’s Choice TV Corp.
|
By:
|
/s/ Timothy P. O’Grady | ||
Title:
|
Manager and Sole Member
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||||
By:
|
/s/ Timothy P. O’Grady | ||||
Name:
|
Timothy P. O’Grady
|
||||
Title:
|
Vice President
|
Sprint HoldCo, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SX Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
NSAC, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBC NY, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
ATL MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
LA MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
NY MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
SF MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Via/Net, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wavepath Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Sprint (Bay Area), LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Transworld Telecom II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WHI Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Bay Area Cablevision, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
TWTV Spokane, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
TTI Acquisition, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WHI SD LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
ATI Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting Development, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Anchorage, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Bend, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Bismarck, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Cincinnati, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Colorado Springs, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Columbus, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Denver, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Ft. Collins, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Fort Myers, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Green Bay, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Jackson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Lansing, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Lincoln, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Little Rock, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Louisville, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Medford, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Michiana, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Monterey, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Oklahoma, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Portland, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Redding, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Salem/Eugene, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Santa Barbara, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
ATI of Santa Rosa, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Seattle, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Sheridan, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Toledo, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Youngstown, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Yuba City, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Alda Gold II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Alda Tucson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Alda Wireless Holdings, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV Gold II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of Albuquerque, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of Houston, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
PCTV of Milwaukee, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV of Salt Lake City, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of St. Louis, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of Tucson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Preferred Entertainment, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SpeedChoice of Detroit, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SpeedChoice of Phoenix, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wireless Cable of Indianapolis, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
G&S TV LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WCOF, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
TDI Acquisition Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS California, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Idaho, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Montana, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wireless Broadband Services of America, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Sprint Wireless Broadband Company LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Wireless Broadcasting Systems of Knoxville. LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Washington, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Oregon, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of America. LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of Sacramento, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of Ft. Pierce, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of Melbourne, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of West Palm, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
SCC X, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
NSAC, LLC
|
People’s Choice TV of Albuquerque. LLC
|
WBCNY, LLC
|
People’s Choice TV of Houston, LLC
|
ATL MDS, LLC
|
PCTV of Milwaukee. LLC
|
LA MDS, LLC
|
PCTV of Salt Lake City, LLC
|
NY MDS, LLC
|
People’s Choice TV of St. Louis, LLC
|
SF MDS, LLC
|
People’s Choice TV of Tucson, LLC
|
Via/Net, LLC
|
Preferred Entertainment. LLC
|
Wavepath Sub, LLC
|
SpeedChoice of Detroit, LLC
|
Sprint (Bay Area), LLC
|
SpeedChoice of Phoenix, LLC
|
Transworld Telecom II, LLC
|
Wireless Cable of Indianapolis, LLC
|
WHJ Sub, LLC
|
G&S TV LLC
|
Bay Area Cablevision. LLC
|
WCOF, LLC
|
TWTV Spokane, LLC
|
TDJ Acquisition Sub, LLC
|
TTI Acquisition, LLC
|
WBS California, LLC
|
WHI SD LLC
|
WBS Idaho, LLC
|
ATI Sub, LLC
|
WBS Montana, LLC
|
American Telecasting Development, LLC
|
Wireless Broadband Services of America, LLC
|
American Telecasting of Anchorage, LLC
|
Sprint Wireless Broadband Company LLC
|
American Telecasting of Bend, LLC
|
Wireless Broadcasting Systems of Knoxville, LLC
|
American Telecasting of Bismarck, LLC
|
WBS Washington, LLC
|
American Telecasting of Cincinnati, LLC
|
WBS Oregon, LLC
|
American Telecasting of Colorado Springs, LLC
|
WBS of America, LLC
|
American Telecasting of Columbus, LLC
|
WBS of Sacramento, LLC
|
American Telecasting of Denver, LLC
|
WBS of Ft. Pierce, LLC
|
American Telecasting of Fort Collins, LLC
|
WBS of Melbourne, LLC
|
American Telecasting of Fort Myers. LLC
|
WBS of West Palm, LLC
|
American Telecasting of Green Bay, LLC
|
SCC X, LLC
|
American Telecasting of Jackson, LLC
|
|
American Telecasting of Lansing, LLC
|
|
American Telecasting of Lincoln, LLC
|
|
American Telecasting of Little Rock. LLC
|
|
American Telecasting of Louisville, LLC
|
|
American Telecasting of Medford, LLC
|
|
American Telecasting of Michiana, LLC
|
|
American Telecasting of Monterey, LLC
|
|
American Telecasting of Oklahoma, LLC
|
|
American Telecasting of Portland, LLC
|
|
American Telecasting of Redding, LLC
|
|
American Telecasting of Salem/Eugene, LLC
|
|
American Telecasting of Santa Barbara, LLC
|
|
ATI of Santa Rosa, LLC
|
|
American Telecasting of Seattle. LLC
|
|
American Telecasting of Sheridan, LLC
|
|
American Telecasting of Toledo, LLC
|
|
American Telecasting of Youngstown, LLC
|
|
American Telecasting of Yuba City, LLC
|
|
PCTV Sub, LLC
|
|
Alda Gold II, LLC
|
|
Alda Tucson, LLC
|
|
Alda Wireless Holdings, LLC
|
|
PCTV Gold II, LLC
|
/s/ Charles R. Wunsch
|
||
Charles R. Wunsch
|
||
Authorized Person
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
||
Capacity:
|
Vice President
|
COMPANY:
|
MEMBER :
|
||||
PCTV Sub, LLC
|
People’s Choice TV Corp.
|
||||
By:
|
People’s Choice TV Corp.
|
By:
|
/s/ Timothy P. O’Grady
|
||
Title:
|
Manager and Sole Member
|
Name:
|
Timothy P. O’Grady
|
||
|
Title:
|
Vice President
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||||
Name:
|
Timothy P. O’Grady
|
|
|
|
|
Title:
|
Vice President
|
Sprint HoldCo, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SX Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
NSAC, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBC NY, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
ATL MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
LA MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
NY MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
SF MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Via/Net, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wavepath Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Sprint (Bay Area), LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Transworld Telecom II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WHI Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Bay Area Cablevision, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
TWTV Spokane, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
TTI Acquisition, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WHI SD LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
ATI Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting Development, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Anchorage, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Bend, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Bismarck, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Cincinnati, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Colorado Springs, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Columbus, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Denver, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Ft. Collins, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Fort Myers, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Green Bay, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Jackson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Lansing, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Lincoln, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Little Rock, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Louisville, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Medford, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Michiana, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Monterey, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Oklahoma, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Portland, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Redding, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Salem/Eugene, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Santa Barbara, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
ATI of Santa Rosa, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Seattle, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Sheridan, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Toledo, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Youngstown, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Yuba City, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Alda Gold II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Alda Tucson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Alda Wireless Holdings, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV Gold II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of Albuquerque, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of Houston, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
PCTV of Milwaukee, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV of Salt Lake City, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of St. Louis, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of Tucson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Preferred Entertainment, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SpeedChoice of Detroit, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SpeedChoice of Phoenix, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wireless Cable of Indianapolis, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
G&S TV LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WCOF, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
TDI Acquisition Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS California, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Idaho, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Montana, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wireless Broadband Services of America, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Sprint Wireless Broadband Company LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Wireless Broadcasting Systems of Knoxville. LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Washington, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Oregon, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of America. LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of Sacramento, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of Ft. Pierce, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of Melbourne, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of West Palm, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
SCC X, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
NSAC, LLC
|
People’s Choice TV of Albuquerque. LLC
|
WBCNY, LLC
|
People’s Choice TV of Houston, LLC
|
ATL MDS, LLC
|
PCTV of Milwaukee. LLC
|
LA MDS, LLC
|
PCTV of Salt Lake City, LLC
|
NY MDS, LLC
|
People’s Choice TV of St. Louis, LLC
|
SF MDS, LLC
|
People’s Choice TV of Tucson, LLC
|
Via/Net, LLC
|
Preferred Entertainment. LLC
|
Wavepath Sub, LLC
|
SpeedChoice of Detroit, LLC
|
Sprint (Bay Area), LLC
|
SpeedChoice of Phoenix, LLC
|
Transworld Telecom II, LLC
|
Wireless Cable of Indianapolis, LLC
|
WHJ Sub, LLC
|
G&S TV LLC
|
Bay Area Cablevision. LLC
|
WCOF, LLC
|
TWTV Spokane, LLC
|
TDJ Acquisition Sub, LLC
|
TTI Acquisition, LLC
|
WBS California, LLC
|
WHI SD LLC
|
WBS Idaho, LLC
|
ATI Sub, LLC
|
WBS Montana, LLC
|
American Telecasting Development, LLC
|
Wireless Broadband Services of America, LLC
|
American Telecasting of Anchorage, LLC
|
Sprint Wireless Broadband Company LLC
|
American Telecasting of Bend, LLC
|
Wireless Broadcasting Systems of Knoxville, LLC
|
American Telecasting of Bismarck, LLC
|
WBS Washington, LLC
|
American Telecasting of Cincinnati, LLC
|
WBS Oregon, LLC
|
American Telecasting of Colorado Springs, LLC
|
WBS of America, LLC
|
American Telecasting of Columbus, LLC
|
WBS of Sacramento, LLC
|
American Telecasting of Denver, LLC
|
WBS of Ft. Pierce, LLC
|
American Telecasting of Fort Collins, LLC
|
WBS of Melbourne, LLC
|
American Telecasting of Fort Myers. LLC
|
WBS of West Palm, LLC
|
American Telecasting of Green Bay, LLC
|
SCC X, LLC
|
American Telecasting of Jackson, LLC
|
|
American Telecasting of Lansing, LLC
|
|
American Telecasting of Lincoln, LLC
|
|
American Telecasting of Little Rock. LLC
|
|
American Telecasting of Louisville, LLC
|
|
American Telecasting of Medford, LLC
|
|
American Telecasting of Michiana, LLC
|
|
American Telecasting of Monterey, LLC
|
|
American Telecasting of Oklahoma, LLC
|
|
American Telecasting of Portland, LLC
|
|
American Telecasting of Redding, LLC
|
|
American Telecasting of Salem/Eugene, LLC
|
|
American Telecasting of Santa Barbara, LLC
|
|
ATI of Santa Rosa, LLC
|
|
American Telecasting of Seattle. LLC
|
|
American Telecasting of Sheridan, LLC
|
|
American Telecasting of Toledo, LLC
|
|
American Telecasting of Youngstown, LLC
|
|
American Telecasting of Yuba City, LLC
|
|
PCTV Sub, LLC
|
|
Alda Gold II, LLC
|
|
Alda Tucson, LLC
|
|
Alda Wireless Holdings, LLC
|
|
PCTV Gold II, LLC
|
People’s Choice TV of Houston, Inc. | |||
By:
|
/s/ Timothy P. O’Grady
|
||
Name: Timothy P. O’Grady
|
|||
Title: Vice President
|
/s/ Timothy P. O’Grady
|
||
Timothy P. O’Grady
|
||
Authorized Person
|
COMPANY:
|
MEMBER:
|
||||
People’s Choice TV of Houston, LLC
|
People’s Choice TV Corp.
|
||||
By:
|
People’s Choice TV Corp.
|
||||
Title:
|
Manager and Sole Member
|
||||
By:
|
/s/ Timothy P. O’Grady
|
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Title:
|
Vice President
|
Sprint HoldCo, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SX Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
NSAC, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBC NY, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
ATL MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
LA MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
NY MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
SF MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Via/Net, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wavepath Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Sprint (Bay Area), LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Transworld Telecom II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WHI Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Bay Area Cablevision, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
TWTV Spokane, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
TTI Acquisition, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WHI SD LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
ATI Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting Development, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Anchorage, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Bend, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Bismarck, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Cincinnati, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Colorado Springs, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Columbus, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Denver, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Ft. Collins, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Fort Myers, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Green Bay, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Jackson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Lansing, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Lincoln, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Little Rock, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Louisville, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Medford, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Michiana, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Monterey, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Oklahoma, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Portland, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Redding, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Salem/Eugene, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Santa Barbara, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
ATI of Santa Rosa, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Seattle, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Sheridan, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Toledo, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Youngstown, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Yuba City, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Alda Gold II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Alda Tucson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Alda Wireless Holdings, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV Gold II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of Albuquerque, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of Houston, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
PCTV of Milwaukee, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV of Salt Lake City, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of St. Louis, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of Tucson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Preferred Entertainment, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SpeedChoice of Detroit, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SpeedChoice of Phoenix, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wireless Cable of Indianapolis, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
G&S TV LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WCOF, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
TDI Acquisition Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS California, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Idaho, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Montana, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wireless Broadband Services of America, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Sprint Wireless Broadband Company LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Wireless Broadcasting Systems of Knoxville. LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Washington, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Oregon, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of America. LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of Sacramento, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of Ft. Pierce, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of Melbourne, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of West Palm, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
SCC X, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
NSAC, LLC
|
People’s Choice TV of Albuquerque. LLC
|
WBCNY, LLC
|
People’s Choice TV of Houston, LLC
|
ATL MDS, LLC
|
PCTV of Milwaukee. LLC
|
LA MDS, LLC
|
PCTV of Salt Lake City, LLC
|
NY MDS, LLC
|
People’s Choice TV of St. Louis, LLC
|
SF MDS, LLC
|
People’s Choice TV of Tucson, LLC
|
Via/Net, LLC
|
Preferred Entertainment. LLC
|
Wavepath Sub, LLC
|
SpeedChoice of Detroit, LLC
|
Sprint (Bay Area), LLC
|
SpeedChoice of Phoenix, LLC
|
Transworld Telecom II, LLC
|
Wireless Cable of Indianapolis, LLC
|
WHJ Sub, LLC
|
G&S TV LLC
|
Bay Area Cablevision. LLC
|
WCOF, LLC
|
TWTV Spokane, LLC
|
TDJ Acquisition Sub, LLC
|
TTI Acquisition, LLC
|
WBS California, LLC
|
WHI SD LLC
|
WBS Idaho, LLC
|
ATI Sub, LLC
|
WBS Montana, LLC
|
American Telecasting Development, LLC
|
Wireless Broadband Services of America, LLC
|
American Telecasting of Anchorage, LLC
|
Sprint Wireless Broadband Company LLC
|
American Telecasting of Bend, LLC
|
Wireless Broadcasting Systems of Knoxville, LLC
|
American Telecasting of Bismarck, LLC
|
WBS Washington, LLC
|
American Telecasting of Cincinnati, LLC
|
WBS Oregon, LLC
|
American Telecasting of Colorado Springs, LLC
|
WBS of America, LLC
|
American Telecasting of Columbus, LLC
|
WBS of Sacramento, LLC
|
American Telecasting of Denver, LLC
|
WBS of Ft. Pierce, LLC
|
American Telecasting of Fort Collins, LLC
|
WBS of Melbourne, LLC
|
American Telecasting of Fort Myers. LLC
|
WBS of West Palm, LLC
|
American Telecasting of Green Bay, LLC
|
SCC X, LLC
|
American Telecasting of Jackson, LLC
|
|
American Telecasting of Lansing, LLC
|
|
American Telecasting of Lincoln, LLC
|
|
American Telecasting of Little Rock. LLC
|
|
American Telecasting of Louisville, LLC
|
|
American Telecasting of Medford, LLC
|
|
American Telecasting of Michiana, LLC
|
|
American Telecasting of Monterey, LLC
|
|
American Telecasting of Oklahoma, LLC
|
|
American Telecasting of Portland, LLC
|
|
American Telecasting of Redding, LLC
|
|
American Telecasting of Salem/Eugene, LLC
|
|
American Telecasting of Santa Barbara, LLC
|
|
ATI of Santa Rosa, LLC
|
|
American Telecasting of Seattle. LLC
|
|
American Telecasting of Sheridan, LLC
|
|
American Telecasting of Toledo, LLC
|
|
American Telecasting of Youngstown, LLC
|
|
American Telecasting of Yuba City, LLC
|
|
PCTV Sub, LLC
|
|
Alda Gold II, LLC
|
|
Alda Tucson, LLC
|
|
Alda Wireless Holdings, LLC
|
|
PCTV Gold II, LLC
|
People’s Choice TV of St. Louis, Inc.
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name: Timothy P. O’Grady
|
|||
Title: Vice President
|
/s/ Timothy P. O’Grady
|
||
Timothy P. O’Grady
|
||
Authorized Person
|
COMPANY:
|
MEMBER :
|
People’s Choice TV of St. Louis, LLC
|
People’s Choice TV Corp.
|
By: People’s Choice TV Corp.
|
Title: Manager and Sole Member
|
By: /s/ Timothy P. O’Grady
|
By: /s/ Timothy P. O’Grady
|
Name: Timothy P. O’Grady | Name: Timothy P. O’Grady |
Title: Vice President | Title: Vice President |
Sprint HoldCo, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SX Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
NSAC, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
ATL MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SFMDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Sprint (Bay Area), LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Transworld Telecom II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wifi Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Bay Area Cablevision, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
TWTV Spokane, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
TII Acquisition, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WHI SD LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
ATI Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting Development, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Anchorage, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Bend, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Bismarck, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Cincinnati, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Colorado Springs, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Columbus, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Denver, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Ft. Collins, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Fort Myers, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Green Bay, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Jackson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Lansing, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Lincoln, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Little Rock, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Louisville, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Medford, UC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Michiana, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Monterey, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Oklahoma, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Portland, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Redding, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Salem/Eugene, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Santa Barbara, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
ATI of Santa Rosa, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Seattle, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Sheridan, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Toledo, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Youngstown, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Yuba City, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Alda Gold II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Alda Wireless Holdings, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV Gold II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
People’s Choice TV of Albuquerque, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of Houston, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV of Milwaukee, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV of Salt Lake City, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of St. Louis, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of Tucson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Preferred Entertainment, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
SpeedChoice of Detroit, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SpeedChoice of Phoenix, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wireless Cable of Indianapolis, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
G&S TV LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
TOI Acquisition Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS California, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Idaho, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS Montana, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wireless Broadband Services of America, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Sprint Wireless Broadband Company LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wireless Broadcasting Systems of Knoxville. LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Washington, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Oregon, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of America. LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS of Sacramento, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of Ft. Pierce, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of Melbourne, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of West Palm, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SCC X, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBCNY, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
NSAC, LLC
|
People’s Choice TV of Albuquerque, LLC
|
WBCNY, LLC
|
Houston, LLC
|
ATL MDS, LLC
|
PCTV of Milwaukee, LLC
|
LA MDS, LLC
|
PCTV of Salt Lake City, LLC
|
NY MDS, LLC
|
People’s Choice TV of St. Louis, LLC
|
SF MDS, LLC
|
People’s Choice TV of Tucson, LLC
|
Via/Net, LLC
|
Preferred Entertainment, LLC
|
Wavepath Sub, LLC
|
SpeedChoice of Detroit, LLC
|
Sprint (Bay Area), LLC
|
SpeedChoice of Phoenix, LLC
|
Transworld Telecom II, LLC
|
Wireless Cable of Indianapolis, LLC
|
WHI Sub, LLC
|
G&S TV LLC
|
Bay Area Cablevision, LLC
|
WCOF, LLC
|
TWTV Spokane, LLC
|
TDI Acquisition Sub, LLC
|
TTI Acquisition, LLC
|
WBS California, LLC
|
WHI SD LLC
|
WBS Idaho, LLC
|
ATI Sub, LLC
|
WBS Montana, LLC
|
American Telecasting Development, LLC
|
Wireless Broadband Services of America, LLC
|
American Telecasting of Anchorage, LLC
|
Sprint Wireless Broadband Company LLC
|
American Telecasting of Bend, LLC
|
Wireless Broadcasting Systems of Knoxville, LLC
|
American Telecasting of Bismarck, LLC
|
WBS Washington, LLC
|
American Telecasting of Cincinnati, LLC
|
WBS Oregon, LLC
|
American Telecasting of Colorado Springs, LLC
|
WBS of America, LLC
|
American Telecasting of Columbus, LLC
|
WBS of Sacramento, LLC
|
American Telecasting of Fort Collins, LLC
|
WBS of Ft. Pierce, LLC
|
American Telecasting of Fort Myers, LLC
|
WBS of Melbourne, LLC
|
American Telecasting of Green Bay, LLC
|
WBS of West Palm, LLC
|
American Telecasting of Jackson, LLC
|
SSC X, LLC
|
American Telecasting of Lansing, LLC
|
|
American Telecasting of Lincoln, LLC
|
|
American Telecasting of Little Rock, LLC
|
|
American Telecasting of Louisville, LLC
|
|
American Telecasting of Medford, LLC
|
|
American Telecasting of Michiana, LLC
|
|
American Telecasting of Monterey, LLC
|
|
American Telecasting of Oklahoma, LLC
|
|
American Telecasting of Portland, LLC
|
|
American Telecasting of Redding, LLC
|
|
American Telecasting of Salem/Eugene, LLC
|
|
American Telecasting of Santa Barbara, LLC
|
|
ATI of Santa Rosa, LLC
|
|
American Telecasting of Seattle, LLC
|
|
American Telecasting of Sheridan, LLC
|
|
American Telecasting of Toledo, LLC
|
|
American Telecasting of Youngstown, LLC
|
|
American Telecasting of Yuba City, LLC
|
|
PCTV Sub, LLC
|
|
Alda Gold II, LLC
|
|
Alda Tucson, LLC
|
|
Alda Wireless Holdings, LLC
|
|
PCTV Gold II, LLC
|
Exhibit 3.156
CERTIFICATE OF FORMATION
OF
PRWIRELESS PR, LLC
The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq. (the “Act”), hereby certifies, pursuant to Section 18-201(a) of the Act, that:
1. | Name of Limited Liability Company. The name of the limited liability company (the “Company”) is: “PRWireless PR, LLC”. |
2. | Registered Office. The address of the registered office of the Company in the State of Delaware is 251 Little Falls Drive, Wilmington, Delaware 19808. |
3. | Registered Agent. The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808. |
4. | The formation of the limited liability company shall be effective on November 16, 2017 at 12:01 a.m. |
This Certificate of Formation is duly executed and filed pursuant to the provisions of Section 18-201 of the Act.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of PRWireless PR, LLC this 15th day of November, 2017.
By: | /s/ Juan Saca | |
Name: | Juan Saca | |
Title: | Chief Executive Officer |
Exhibit 3.157
LIMITED LIABILITY COMPANY AGREEMENT
OF
PRWIRELESS PR, LLC
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is made and adopted, effective as of November 16, 2017, by PRWireless Holdco, LLC, a Delaware limited liability company (the “Member”), the sole member of the limited liability company described in this Agreement. Unless the context otherwise requires, terms which are capitalized and not otherwise defined in context shall have the meanings set forth in Article II of this Agreement.
Article I.
ORGANIZATIONAL MATTERS
1.1 Formation of the Company; Term. The Company is a limited liability company formed under the Act and governed by this Agreement. The Company is an entity separate from its sole Member, created upon the execution and filing with the Secretary of State of Delaware of the Certificate of Formation of the Company. Unless sooner dissolved and liquidated by action of the Member, the Company is to continue in perpetuity.
1.2 Name. The name of the Company is PRWireless PR, LLC.
1.3 Purposes of the Company; Business. The purpose of the Company is to engage in any and all lawful acts or activities for which limited liability companies may be formed under the Act.
1.4 Office and Agent. The registered agent of the Company in the State of Delaware is Corporation Service Company and the registered office of the Company in the State of Delaware is 251 Little Falls Drive, Wilmington, DE, 19808. The Member may from time to time change the registered agent or office of the Company or establish additional places of business or offices of the Company as necessary or appropriate. Such changes need not be reflected in this Agreement.
Article II.
DEFINITIONS
Unless the context otherwise requires, the following terms (and the singular or plural thereof) used in this Agreement shall have the meanings set forth below:
“Act” means the limited liability company law set forth in Chapter 18 of Title 6 of the Delaware Code, as amended from time to time. Any reference to the Act shall automatically include a reference to any subsequent or successor limited liability company law in Delaware.
“Affiliate” means any Person directly or indirectly controlling, controlled by or under common control with the Member. Without limiting the generality of the foregoing, “control” of
a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person.
“Agreement” means this Agreement, as amended from time to time, by amendments duly executed and delivered.
“Company” means PRWireless PR, LLC.
“Interest” means a membership interest in the Company, including any and all benefits to which the Member is entitled under this Agreement and the obligations of the Member under this Agreement.
“Member” means PRWireless Holdco, LLC, a Delaware limited liability company, or its successor.
“Person” means any individual, partnership, limited liability company, corporation, trust, estate, association, or other entity.
Article III.
CAPITALIZATION; ECONOMICS
3.1 Capital. The Member shall be deemed to have made a capital contribution to the Company and shall have a 100% membership equity interest in the Company, including any and all benefits to which the Member is entitled under this Agreement and the obligations of the Member under this Agreement. The Member may, but is not required to, make additional contributions to the capital of the Company. A capital account shall be maintained for the Member and such capital account shall be credited with contributions and profits, charged with distributions and losses and otherwise adjusted, in each case as the Member determines.
3.2 Allocations. It is the intention of the Member that the Company be disregarded for federal and state income tax purposes (so long as it has only one regarded owner for federal and state income tax purposes) and, accordingly, all items of income, gain, loss, deduction, and credit will be allocated to the Member and be reported directly on the tax return of the Member.
3.3 No Interest on Capital Contributions. The Member is not to be paid interest on its capital contributions to the Company.
Article IV.
MANAGEMENT
4.1 Management by Member. The Company shall be managed by the Member. The Member may exercise all such powers and do all such lawful acts and things as are permitted by the Act and this Agreement.
4.2 Officers. The Company may have such officers as shall be appointed from time to time by the Member. Any such officers shall have such authority and shall perform such duties as may be specified from time to time by the Member, regardless of whether such authorities or duties are customarily incident to such offices. Officers shall serve indefinite terms until their
resignations or until removed from office by the Member. Officers serve at the pleasure of the Member, and the Member may remove an officer at any time with or without cause.
Article V.
TRANSFERS AND DISSOLUTION
5.1 Transfers of Interest. The Member is entitled, in its sole and absolute discretion at any time and from time to time, to sell, mortgage, hypothecate, transfer, pledge, assign, donate, create a security interest in or lien upon, encumber, give, place in trust (voting or other) or otherwise dispose of all or any portion of its Interest in the Company, including the Member’s: (i) interest in the profits, losses, allocations of other items and distributions from the Company; (ii) rights with respect to the management and administration of the Company; (iii) access to or rights to demand or require any information or account of the Company or its affairs; and (iv) rights to inspect the books and records of the Company.
5.2 Status of Third Party Transferee. No transferee, including any transferee by operation of law or court order, of all or any portion of any Interest in the Company shall, without the prior written consent of the Member, which consent may be withheld by the Member in its sole and absolute discretion, acquire the status as a substituted or additional member of the Company under the Act or under this Agreement, but shall solely have the status, rights and privileges of an assignee. If a substituted or additional member is admitted to the Company in accordance with this Section 5.2, such substitute or additional member shall be responsible for the payment of all fees and expenses associated with the transfer and such substitution or admission as the Member may require.
5.3 Dissolution and Liquidation. If the Company is required to wind-up its affairs and liquidate its assets, it will first pay or make provision to pay all its obligations as required by law and any assets remaining will be distributed to the Member. The Member and officers, if any, shall have the right to do all acts authorized by law and this Agreement for the purpose of winding-up the affairs of the Company.
Article VI.
INDEMNIFICATION OF MEMBER AND OFFICERS.
6.1 Indemnification.
(a) The Company shall indemnify, to the full extent then permitted by law, any Person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, brought by or against the Company or otherwise, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a Member of the Company or an officer, employee, or agent of the Company, or is or was serving at the request of the Company as a director, trustee, officer, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise. The Company shall pay, to the full extent then permitted by law, expenses, including attorney’s fees, incurred by the Member of the Company in defending any such action, suit, or proceeding as they are incurred, in advance of final disposition thereof, and may pay, in the same manner and to the full
extent then permitted by law, such expenses incurred by any other Person. The indemnification and payment of expenses provided hereby shall be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under any law, the Company’s Certificate of Formation, any agreement, or otherwise, both as to action in official capacities and as to action in another capacity while the Person is a Member, trustee, officer, employee, or agent of the Company, and shall continue as to a Person who has ceased to be a Member of the Company, trustee, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such Person. Notwithstanding the foregoing, no indemnification shall be provided to or on behalf of any indemnitee if a judgment or other final adjudication adverse to such indemnitee establishes that such indemnitee’s acts were fraudulent, grossly negligent or the result of willful malfeasance and, in each case, were material to the cause of action so adjudicated .
(b) The Company may, to the full extent then permitted by law and authorized by the Member, purchase and maintain insurance or furnish similar protection, including but not limited to trust funds, letters of credit, or self-insurance, on behalf of or for any Person described in this Section 6.1 against any liability asserted against and incurred by any such Person in any such capacity, or arising out of his status as such, whether or not the Company would have the power to indemnify such person against such liability.
(c) The Company, upon approval of the Member, may enter into agreements with any Persons whom the Company may indemnify under applicable law and undertake thereby to indemnify such persons and to pay the expenses incurred by them in defending any action, suit, or proceeding against them, whether or not the Company would have the power under this Agreement to indemnify any such Person.
6.2 Liability to the Company. The Member shall not be liable to the Company in damages for any action that the Member takes or fails to take in such capacity, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that such action or failure to act was undertaken with deliberate intent to cause injury to the Company or with reckless disregard for the best interests of the Company.
6.3 Liability to Others. The Member intends that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture. It is the intention of the Member that it shall have the benefit of Section 18-303(a) of the Act. The debts, obligations and liabilities of the Company are solely the debts, obligations and liabilities of the Company, and the Member shall not be liable therefore solely by reason of being a member of the Company. Furthermore, if applicable, no holder of an equity interest in the Member, or any director, officer or employee of any of the foregoing or any of their Affiliates, shall be obligated personally for any debt, obligation or other liability of the Company solely by reason of being a holder of an equity interest in the Member, or a director, officer or employee of any of the foregoing or any of their Affiliates. No failure of the Company to observe any corporate or other formality or requirement relating to the exercise of its powers or the management of its business or affairs under this Agreement or the Act shall be grounds for imposing liability on the Member (or, if applicable, any holder of an equity interest in the Member, or any director, officer or employee of
any of the foregoing or any of their Affiliates) for any debt, obligation or liability of the Company.
Article VII.
MISCELLANEOUS
7.1 Actions Without a Meeting. Any action that may be authorized or taken at a meeting of the Member may be taken without a meeting if authorized in a writing signed by the Member. Any such writing shall be filed with or entered upon the records of the Company.
7.2 Notices. All notices, requests and consents under this Agreement directed to the Member or the Company shall be in writing and shall be effective on receipt, if delivered by hand or by confirmed facsimile, or five days after being placed in the U.S. Mail, addressed to the Member or the Company with proper first class postage prepaid.
7.3 Whole Agreement. This Agreement contains the entire declaration of the sole Member and may only be amended by a writing executed by the sole Member.
7.4 Governing Law. This Agreement shall be governed and construed in accordance with the internal, substantive laws of the State of Delaware, without giving effect to its rules of conflicts of laws.
7.5 Severability. In the event that any provision of this Agreement shall be held to be invalid, the validity of the remaining provisions of the Agreement shall not in any way be affected.
7.6 Construction. The headings contained in this Agreement are for reference only and shall not affect the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural and vice versa.
[remainder of page intentionally left blank - signature page follows]
IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the date first written above.
PRWIRELESS HOLDCO, LLC | ||
By: | /s/ Juan Saca | |
Juan Saca | ||
Chief Executive Officer |
[Signature Page to Limited Liability Agreement]
/s/ Ki Ingersol
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||
Ki Ingersol, Incorporator
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(a)
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a merger or consolidation in which
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(i) |
the Corporation is a constituent party or
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(ii) |
a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation,
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(i) |
shares of Common Stock, Options or Convertible Securities issued as a dividend or distribution on Series A Preferred Stock, or shares of Common Stock issued upon conversion of all shares of Series A Preferred Stock;
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(ii) |
shares of Common Stock, Options or Convertible Securities issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Section 4. 5, 4.6, 4.7 or 4.8;
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(iii) |
shares of Common Stock or Options issued to officers, employees or directors of, or consultants or advisors to, the Corporation or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of
the Corporation , including the Series A Director;
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(iv) |
shares of Common Stock or Convertible Securities actually issued upon the exercise of Options or shares of Common Stock actually issued upon the conversion or exchange of Convertible Securities, in each case provided such issuance is
pursuant to the terms of such Option or Convertible Security;
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(v) |
shares of Common Stock, Options or Convertible Securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, commercial credit arrangement, equipment leasing or
real property leasing transaction, or similar transaction, approved by the Board of Directors of the Corporation, including the Series A Director;
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(vi) |
shares of Common Stock, Options or Convertible Securities issued to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board of Directors of the
Corporation, including the Series A Director;
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(vii) |
shares of Common Stock, Options or Convertible Securities issued pursuant to the acquisition of another corporation by the Corporation by merger, share exchange, acquisition of stock, purchase of substantially all of the assets or other
reorganization, provided, that such issuances are approved by the Board of Directors of the Corporation, including the Series A Director;
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(viii) |
shares of Common Stock, Options or Convertible Securities issued in connection with sponsored research, joint venture, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships
approved by the Board of Directors of the Corporation, including the Series A Director; and
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(ix) |
shares of Common Stock issued m a Qualified IPO.
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(x) |
insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest;
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(xi) |
insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporation; and
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(xii) |
in the event Additional Shares of Common Stock arc issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as
provided in clauses (i) and (ii) above, as determined in good faith by the Board of Directors of the Corporation.
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(i) |
the total amount, if any, received or receivable by the Corporation as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments;
relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Corporation upon the exercise of such Options or the conversion or exchange of such Convertible Securities,
or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by
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(ii) |
the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the
conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities.
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By:
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/S/ KARL STILLNER | ||
Name: Karl Stillner
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Title: Chief Executive Officer and President
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Name
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State of Formation or Incorporation
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PushSpring, Inc.
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LAVAAC, Inc.
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Delaware
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Delaware
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PUSHSPRING, INC.,
a Delaware corporation
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By:
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/S/ KARL STILLNER
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Name: Karl Stillner
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Title: President & CEO
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Exhibit 3.159
AMENDED AND RESTATED
BYLAWS OF
PUSHSPRING, INC.
a Delaware corporation
TABLE OF CONTENTS
Page | |||
Article I OFFICES | 1 | ||
1.1 | Registered Office | 1 | |
1.2 | Offices | 1 | |
Article II MEETINGS OF STOCKHOLDERS | 1 | ||
2.1 | Location | 1 | |
2.2 | Timing | 1 | |
2.3 | Notice of Meeting | 1 | |
2.4 | Stockholders’ Records | 1 | |
2.5 | Special Meetings | 2 | |
2.6 | Notice of Meeting | 2 | |
2.7 | Business Transacted at Special Meeting | 2 | |
2.8 | Quorum; Meeting Adjournment; Presence by Remote Means. | 2 | |
2.9 | Voting Thresholds | 3 | |
2.10 | Number of Votes Per Share | 3 | |
2.11 | Action by Written Consent of Stockholders; Electronic Consent; Notice of Action. | 3 | |
Article III DIRECTORS | 4 | ||
3.1 | Authorized Directors | 4 | |
3.2 | Vacancies | 4 | |
3.3 | Board Authority |
4
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|
3.4 | Location of Meetings | 5 | |
3.5 | First Meeting | 5 | |
3.6 | Regular Meetings | 5 | |
3.7 | Special Meetings | 5 | |
3.8 | Quorum | 5 | |
3.9 | Action Without a Meeting | 6 | |
3.10 | Telephonic Meetings | 6 | |
3.11 | Committees | 6 | |
3.12 | Minutes of Meetings | 6 | |
3.13 | Compensation of Directors | 6 | |
3.14 | Removal of Directors | 7 | |
Article IV NOTICES | 7 | ||
4.1 | Notice | 7 | |
4.2 | Waiver of Notice | 7 | |
4.3 | Electronic Notice. | 7 | |
Article V OFFICERS | 8 | ||
5.1 | Required and Permitted Officers | 8 | |
5.2 | Appointment of Required Officers | 8 |
5.3 | Appointment of Permitted Officers | 8 | |
5.4 | Officer Compensation | 8 | |
5.5 | Term of Office; Vacancies | 8 | |
5.6 | Chairperson Presides | 8 | |
5.7 | Absence of Chairperson | 8 | |
5.8 | Chief Executive Officer |
8
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|
5.9 | President | 9 | |
5.10 | Signature Authority | 9 | |
5.11 | Absence of President | 9 | |
5.12 | Duties of Secretary | 9 | |
5.13 | Duties of Assistant Secretary | 10 | |
5.14 | Duties of Treasurer | 10 | |
5.15 | Disbursements and Financial Reports | 10 | |
5.16 | Treasurer’s Bond | 10 | |
5.17 | Duties of Assistant Treasurer | 10 | |
Article VI CERTIFICATE OF STOCK | 10 | ||
6.1 | Stock Certificates | 10 | |
6.2 | Special Designation on Certificates | 11 | |
6.3 | Facsimile Signatures | 11 | |
6.4 | Lost Certificates | 11 | |
6.5 | Transfer of Stock | 12 | |
6.6 | Fixing a Record Date | 12 | |
6.7 | Registered Stockholders | 12 | |
Article VII GENERAL PROVISIONS | 12 | ||
7.1 | Dividends | 12 | |
7.2 | Reserve for Dividends | 12 | |
7.3 | Checks | 13 | |
7.4 | Fiscal Year | 13 | |
7.5 | Corporate Seal | 13 | |
7.6 | Indemnification | 13 | |
7.7 | Conflicts with Certificate of Incorporation | 14 | |
Article VIII AMENDMENTS | 14 | ||
Article IX LOANS TO OFFICERS | 14 |
AMENDED AND RESTATED
BYLAWS
OF
PUSHSPRING, INC.
Article I
OFFICES
1.1
Registered Office. The registered office shall be located at 251 Little Falls Drive, in the City of Wilmington, County of New Castle, Delaware 19808. The name of the corporation’s registered agent at such address shall be Corporation Service Company. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.
1.2 Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.
Article II
MEETINGS OF STOCKHOLDERS
2.1
Location. All meetings of the stockholders for the election of directors shall be held either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting; provided, however, that the Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211 of the Delaware General Corporations Law (“DGCL”). Meetings of stockholders for any other purpose may be held at such time and place, if any, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof, or a waiver by electronic transmission by the person entitled to notice.
2.2
Timing. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting.
2.3
Notice of Meeting. Written notice of any stockholder meeting stating the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall be given to each stockholder entitled to vote at such meeting not fewer than ten (10) nor more than sixty (60) days before the date of the meeting.
2.4
Stockholders’ Records. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address (but not the electronic address or other electronic contact information) of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period
of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.
2.5
Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning at least twenty-five percent (25%) in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.
2.6
Notice of Meeting. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not fewer than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. The means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting shall also be provided in the notice.
2.7
Business Transacted at Special Meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
2.8
Quorum; Meeting Adjournment; Presence by Remote Means.
(a) Quorum; Meeting Adjournment. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
(b) Presence by Remote Means. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt,
stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication:
(1) participate in a meeting of stockholders; and
(2) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (ii) the corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.
2.9
Voting Thresholds. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.
2.10
Number of Votes Per Share. Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote by such stockholder or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.
2.11
Action by Written Consent of Stockholders; Electronic Consent; Notice of Action.
(a) Action by Written Consent of Stockholders. Unless otherwise provided by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken, is signed in a manner permitted by law by the holders of outstanding stock having not less than the number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Written stockholder consents shall bear the date of signature of each stockholder who signs the consent in the manner permitted by law and shall be delivered to the corporation as provided in subsection (b) below. No written consent shall be effective to take the action set forth therein unless, within sixty (60) days of the earliest dated consent delivered to the corporation in the manner provided above, written consents signed by a sufficient number of stockholders to take the action set forth therein are delivered to the corporation in the manner provided above.
(b) Electronic Consent. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed
and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (1) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (2) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board of Directors of the corporation.
(c) Notice of Action. Prompt notice of any action taken pursuant to this Section 2.11 shall be provided to the stockholders in accordance with Section 228(e) of the DGCL.
Article III
DIRECTORS
3.1
Authorized Directors. The number of directors that shall constitute the whole Board of Directors shall be determined by resolution of the Board of Directors or by the stockholders at the annual meeting of the stockholders, except as provided in Section 3.2 of this Article, and each director elected shall hold office until his or her successor is elected and qualified. Directors need not be stockholders.
3.2
Vacancies. Unless otherwise provided in the corporation’s certificate of incorporation, as it may be amended, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board of Directors (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.
3.3
Board Authority. The business of the corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.
3.4
Location of Meetings. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.
3.5
First Meeting. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order to legally constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected Board of Directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.
3.6
Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.
3.7
Special Meetings. Special meetings of the Board of Directors may be called by the president upon notice to each director; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two (2) directors unless the Board of Directors consists of only one director, in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Notice of any special meeting shall be given to each director at his or her business or residence in writing, or by telegram, facsimile transmission, telephone communication or electronic transmission (provided, with respect to electronic transmission, that the director has consented to receive the form of transmission at the address to which it is directed). If mailed, such notice shall be deemed adequately delivered when deposited in the United States mails so addressed, with postage thereon prepaid, at least five (5) days before such meeting. If by telegram, such notice shall be deemed adequately delivered when the telegram is delivered to the telegraph company at least twenty-four (24) hours before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be transmitted at least twenty-four (24) hours before such meeting. If by telephone, the notice shall be given at least twelve (12) hours prior to the time set for the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting, except for amendments to these Bylaws as provided under Section 8.1 of Article VIII hereof. A meeting may be held at any time without notice if all the directors are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing, either before or after such meeting.
3.8
Quorum. At all meetings of the Board of Directors a majority of the directors shall constitute a quorum for the transaction of business and any act of a majority of the directors present at any meeting at which there is a quorum shall be an act of the Board of Directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum is not present at any meeting of the Board of Directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
3.9
Action Without a Meeting. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing, writings, electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee.
3.10
Telephonic Meetings. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or any committee, by means of conference telephone or other means of communication by which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at the meeting.
3.11
Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it, but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval or (ii) adopting, amending or repealing any provision of these bylaws.
3.12
Minutes of Meetings. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.
3.13
Compensation of Directors. Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
3.14
Removal of Directors. Unless otherwise provided by the certificate of incorporation or these bylaws, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.
Article IV
NOTICES
4.1
Notice. Unless otherwise provided in these bylaws, whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his or her address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.
4.2
Waiver of Notice. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
4.3
Electronic Notice.
(a)
Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to stockholders and directors, any notice to stockholders or directors given by the corporation under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder or director to whom the notice is given. Any such consent shall be revocable by the stockholder or director by written notice to the corporation. Any such consent shall be deemed revoked if (1) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent and (2) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.
(b)
Effective Date of Notice. Notice given pursuant to subsection (a) of this section shall be deemed given: (1) if by facsimile telecommunication, when directed to a number at which the stockholder or director has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the stockholder or director has consented to receive notice; (3) if by a posting on an electronic network together with separate notice to the stockholder or director of such specific posting, upon the later of (i) such posting and (ii) the giving of such separate notice; and (4) if by any other form of electronic transmission, when directed to the stockholder or director. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
(c)
Form of Electronic Transmission. For purposes of these bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission
of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.
Article V
OFFICERS
5.1
Required and Permitted Officers. The officers of the corporation shall be chosen by the Board of Directors and shall be a president, treasurer and a secretary. The Board of Directors may elect from among its members a Chairperson of the Board and a Vice-Chairperson of the Board. The Board of Directors may also choose a chief executive officer and one or more vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.
5.2
Appointment of Required Officers. The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a president, a treasurer, and a secretary and may choose vice-presidents.
5.3
Appointment of Permitted Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
5.4
Officer Compensation. The salaries of all officers and agents of the corporation shall be subject to the approval of the Board of Directors.
5.5
Term of Office; Vacancies. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.
THE CHAIRPERSON OF THE BOARD
5.6
Chairperson Presides. The Chairperson of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or she shall be present. He or she shall have and may exercise such powers as are, from time to time, assigned to him or her by the Board of Directors and as may be provided by law.
5.7
Absence of Chairperson. In the absence of the Chairperson of the Board, the Vice-Chairperson of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or she shall be present. He or she shall have and may exercise such powers as are, from time to time, assigned to him or her by the Board of Directors and as may be provided by law.
THE CHIEF EXECUTIVE OFFICER, PRESIDENT AND VICE PRESIDENTS
5.8
Chief Executive Officer. The Chief Executive Officer, subject to the direction and control of the Board of Directors, shall have general charge and supervision over the corporation’s
property, business, and affairs, and the officers of the corporation. The Chief Executive Officer shall be responsible for carrying out the plans and directives of the Board of Directors, and shall report to and consult with the Board of Directors. If no Chief Executive Officer has been appointed by the board of directors, the President shall have such duties and responsibilities. In the absence of the Chairperson and Vice Chairperson of the Board, he or she shall preside at meetings of the stockholders and, if he or she is a director, the board of directors.
5.9
President. The President, subject to the direction and control of the Chief Executive Officer, shall have general charge and supervision over the Corporation’s property, business, and affairs of the Corporation, exercise the usual executive powers pertaining to the office of president, and perform such other duties as the Board of Directors or the Chief Executive Officer may from time to time designate. The President shall report to and consult with the Chief Executive Officer, or, if no Chief Executive Officer has been appointed by the Board of Directors, the Board of Directors, and shall see that all orders and resolutions of the Board of Directors are carried into effect. In the absence of a Chief Executive Officer, he or she shall preside at meetings of the stockholders and, if he or she is a director, the Board of Directors, unless Chairperson and Vice Chairperson of the Board has been elected and is present.
5.10
Signature Authority. The Chief Executive Officer and President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.
5.11
Absence of President. In the absence of the President or in the event of his or her inability or refusal to act, the Vice President, if any, (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
5.12
Duties of Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chief Executive Officer or the President, under whose supervision he or she shall be. He or she shall have custody of the corporate seal of the corporation and he or she, or an Assistant Secretary, if any, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature. In the absence of the Secretary or Assistant Secretary, or in the event of his or her inability or refusal to act, the Treasurer shall perform the duties of the Secretary.
5.13
Duties of Assistant Secretary. The Assistant Secretary, if any, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the Secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer or President may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
5.14
Duties of Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. He or she shall perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer or President may from time to time prescribe. In the absence of the Treasurer or Assistant Treasurer, or in the event of his or her inability or refusal to act, the Secretary shall perform the duties of the Treasurer.
5.15
Disbursements and Financial Reports. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of all his or her transactions as Treasurer and of the financial condition of the corporation.
5.16
Treasurer’s Bond. If required by the Board of Directors, the Treasurer shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the corporation.
5.17
Duties of Assistant Treasurer. The Assistant Treasurer, if any, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer or President may from time to time prescribe.
Article VI
CERTIFICATE OF STOCK
6.1
Stock Certificates. The shares of the corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the
corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by or in the name of the corporation by any two authorized officers of the corporation, including, without limitation, the Chairperson of the Board of Directors, the Vice Chairperson of the Board of Directors, the President, any Vice President, the Treasurer, an Assistant Treasurer, the Secretary and an Assistant Secretary, certifying the number of shares owned by such holder in the corporation.
Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, or upon the books and records of the Company in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor, and the amount paid thereon shall be specified.
6.2
Special Designation on Certificates. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall, other than with respect to uncertificated stock, be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the Company shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this Section 6.2 or Sections 156, 202(a) or 218(a) of the DGCL or with respect to this Section 6.2 a statement that the Company will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.
6.3
Facsimile Signatures. Any or all of the signatures on the certificate may be facsimile. In the event that any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, the certificate may be issued by the corporation with the same effect as if such officer, transfer agent or registrar were still acting as such at the date of issue.
6.4
Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing such issuance of a new certificate or certificates, or uncertificated shares, the Board of Directors may,
in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
6.5
Transfer of Stock. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to cancel the old certificate, record the transaction upon its books, and, other than with respect to an uncertificated class or series of stock, issue a new certificate to the person entitled thereto.
6.6
Fixing a Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
6.7
Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, to vote as such owner, to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
Article VII
GENERAL PROVISIONS
7.1
Dividends. Dividends upon the capital stock of the corporation, if any, subject to the provisions of the certificate of incorporation, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of the certificate of incorporation.
7.2
Reserve for Dividends. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their sole discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purposes as the directors think conducive to the interests of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.
7.3
Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.
7.4
Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.
7.5
Corporate Seal. The Board of Directors may adopt a corporate seal having inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.
7.6
Indemnification. The corporation shall, to the fullest extent authorized under the laws of the State of Delaware, as those laws may be amended and supplemented from time to time, indemnify any director or officer of the corporation made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of being a director or officer of the corporation or a predecessor corporation or a director or officer of another corporation, if such person served in such position at the request of the corporation; provided, however, that the corporation shall indemnify any such director or officer in connection with a proceeding initiated by such director or officer only if such proceeding was authorized by the Board of Directors of the corporation. The indemnification provided for in this Section 7.6 shall: (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under these bylaws, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii) continue as to a person who has ceased to be a director or officer of the corporation, and (iii) inure to the benefit of the heirs, executors and administrators of a person who has ceased to be a director or an officer of this corporation. The corporation’s obligation to provide indemnification under this Section 7.6 shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage under a policy maintained by the corporation or any other person.
Expenses incurred by a director or officer of the corporation in defending a civil or criminal action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the corporation (or was serving at the corporation’s request as a director or officer of another corporation) shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation as authorized by relevant sections of the DGCL. Notwithstanding the foregoing, the corporation shall not be required to advance such expenses to an agent who is a party to an action, suit or proceeding brought by the corporation and approved by a majority of the Board of Directors of the corporation that alleges willful misappropriation of corporate assets by such agent, disclosure of confidential information in violation of such agent’s fiduciary or contractual obligations to the corporation or any other willful and deliberate breach in bad faith of such agent’s duty to the corporation or its stockholders.
The foregoing provisions of this Section 7.6 shall be deemed to be a contract between the corporation and each director or officer who serves in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or
obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.
The Board of Directors in its sole discretion shall have power on behalf of the corporation to indemnify any person, other than a director or officer, made a party to any action, suit or proceeding by reason of the fact that he or she, his or her testator or intestate, is or was an agent of the corporation.
To assure indemnification under this Section 7.6 of all directors, officers and employees who are determined by the corporation or otherwise to be or to have been “fiduciaries” of any employee benefit plan of the corporation that may exist from time to time, Section 145 of the DGCL shall, for the purposes of this Section 7.6, be interpreted as follows: an “other enterprise” shall be deemed to include such an employee benefit plan, including without limitation, any plan of the corporation that is governed by the Act of Congress entitled “Employee Retirement Income Security Act of 1974,” as amended from time to time; the corporation shall be deemed to have requested a person to serve the corporation for purposes of Section 145 of the DGCL, as administrator of an employee benefit plan where the performance by such person of his or her duties to the corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to such Act of Congress shall be deemed “fines.”
7.7
Conflicts with Certificate of Incorporation. In the event of any conflict between the provisions of the corporation’s certificate of incorporation and these bylaws, the provisions of the certificate of incorporation shall govern.
Article VIII
AMENDMENTS
8.1
These bylaws may be altered, amended or repealed, or new bylaws may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the certificate of incorporation at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the Board of Directors by the certificate of incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.
Article IX
LOANS TO OFFICERS
9.1
To the extent permitted under
applicable law, the corporation may lend money to, or guarantee any obligation of or otherwise assist any officer or other employee of the corporation or of its subsidiaries, including any officer or employee who is a director of the corporation or its
subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation. The loan, guarantee or other assistance may be with or without interest and may be unsecured or
secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in these bylaws shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the
corporation at common law or under any statute.
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By:
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/s/ Stefan Schnopp
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Authorized Person(s)
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||
Name:
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Stefan K. Schnopp
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Name
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Address
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SprintCom, Inc.
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12920 SE 38th Street
Bellevue, WA 98006
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Name
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Title
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||
G. Michael Sievert
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Chief Executive Officer & President
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J. Braxton Carter
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Executive Vice President & Chief Financial Officer
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Peter A. Ewens
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Executive Vice President, Corporate Strategy
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David A. Miller
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Executive Vice President, General Counsel & Secretary
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Matthew A. Staneff
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Executive Vice President & Chief Marketing Officer
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Andrew Davies
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Executive Vice President, Finance
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Jorge Gracia
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Executive Vice President, Legal
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Broady Hodder
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Senior Vice President, Legal Affairs, Corporate Governance and Securities & Assistant Secretary
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Christopher M. Miller
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Senior Vice President, Taxation
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Peter Osvaldik
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Senior Vice President, Finance & Chief Accounting Officer
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Lauren Venezia
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Senior Vice President, Deputy General Counsel & Assistant Secretary
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Dirk Wehrse
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Senior Vice President, Treasury & Treasurer
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Jud Henry
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Senior Vice President, Investor Relations
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Daniel Drobac
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Vice President, Accounting & Controller
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Paul Schieber
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Vice President, Accounting
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Larry Weians
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Vice President, Tax
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Steve Brammer
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Vice President, Tax
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David E. Conroy
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Assistant Secretary
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Frederick Williams
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Assistant Secretary
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Katie True-Awtry
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Assistant Secretary
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Rahul Modi
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Assistant Treasurer
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Stephen M. Calso
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Assistant Treasurer
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SPRINTCOM, INC.
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/s/ David A. Miller
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David A. Miller
Executive Vice President, General Counsel And Secretary
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/s/ David A. Miller
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David A. Miller, Manager
Date: May 7, 2020
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By:
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/s/ Stefan K. Schnopp
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Authorized Person(s)
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Name:
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Stefan K. Schnopp
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Name
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Address
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Sprint Spectrum L.P.
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12920 SE 38th Street
Bellevue, WA 98006
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Name
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Title
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G. Michael Sievert
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Chief Executive Officer & President
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J. Braxton Carter
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Executive Vice President & Chief Financial Officer
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Peter A. Ewens
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Executive Vice President, Corporate Strategy
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David A. Miller
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Executive Vice President, General Counsel & Secretary
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Matthew A. Staneff
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Executive Vice President & Chief Marketing Officer
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Andrew Davies
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Executive Vice President, Finance
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Jorge Gracia
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Executive Vice President, Legal
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Broady Hodder
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Senior Vice President, Legal Affairs, Corporate Governance and Securities & Assistant Secretary
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Christopher M. Miller
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Senior Vice President, Taxation
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Peter Osvaldik
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Senior Vice President, Finance & Chief Accounting Officer
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Lauren Venezia
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Senior Vice President, Deputy General Counsel & Assistant Secretary
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Dirk Wehrse
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Senior Vice President, Treasury & Treasurer
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Jud Henry
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Senior Vice President, Investor Relations
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Daniel Drobac
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Vice President, Accounting & Controller
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Paul Schieber
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Vice President, Accounting
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Larry Weians
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Vice President, Tax
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Steve Brammer
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Vice President, Tax
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David E. Conroy
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Assistant Secretary
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Frederick Williams
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Assistant Secretary
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Katie True-Awtry
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Assistant Secretary
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Rahul Modi
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Assistant Treasurer
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Stephen M. Calso
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Assistant Treasurer
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SPRINT SPECTRUM L.P.
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/s/ David A. Miller | |
David A. Miller
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Executive Vice President, General Counsel And Secretary
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/s/ David Miller | ||
David A. Miller, Manager
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Date:
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May 7, 2020
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Name
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Mailing Address
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D. Brett Haring
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6200 Sprint Parkway
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Overland Park, Kansas 66251
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/s/ D. Brett Haring
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D. Brett Haring
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Memorial Hall, 1st Floor
120 S.W. 10th Avenue
Topeka, KS 66612-1594
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(785) 296-4564
kssos@sos.ks.gov
www.sos.ks.gov
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7. Effective date:
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☐ Upon filing
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☒ Future effective date
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July
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13,
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2012
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Month
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Day
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Year
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8. I declare under penalty of perjury under the laws of the state of Kansas that the foregoing is true and correct and that i have remitted the required fee.
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/s/ John H. Pelletier
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Signature of resident agent
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Date (month, day, year)
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John H. Pelletier, Assistant Vice President
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Name of signer (printed or typed)
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Name
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Mailing Address
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Paul R. Santiago
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c/o King & Spalding LLP
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1185 Avenue of the Americas
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New York, NY 10036
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/s/ Paul R. Santiago
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Paul R. Santiago
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Sole Incorporator
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1.) |
The jurisdiction where the Corporation first formed is Delaware.
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2.) |
The jurisdiction immediately prior to filing this Certificate is Delaware.
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3.) |
The date the corporation first formed is 11/21/07.
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4.) |
The name of the Corporation immediately prior to filing this Certificate is SN Holdings (BR I) Corp.
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5.) |
The name of the Limited Liability Company as set forth in the Certificate of Formation is SN Holdings (BR I) LLC.
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By:
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/s/ Paul Santiago
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Authorized Officer
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Name:
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Paul Santiago
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Print or Type
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/s/ Paul Santiago
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Paul Santiago, Authorized Person
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1.) |
The jurisdiction where the Corporation first formed is Delaware.
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2.) |
The jurisdiction immediately prior to filing this Certificate is Delaware.
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3.) |
The date the corporation first formed is 11/21/07.
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4.) |
The name of the Corporation immediately prior to filing this Certificate is SN Holdings (BR I) Corp.
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5.) |
The name of the Limited Liability Company as set forth in the Certificate of Formation is SN Holdings (BR I) LLC.
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By:
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/s/ Paul Santiago
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Authorized Officer
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Name:
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Paul Santiago
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Print or Type
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/s/ Paul Santiago
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Paul Santiago, Authorized Person
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SPRINT INTERNATIONAL HOLDING, INC.
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||
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By:
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/s/ Charles R. Wunsch
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Charles R. Wunsch
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||
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Vice President
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/s/ Timothy P. O’Grady
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Timothy P. O’Grady
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Authorized Person
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COMPANY:
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MEMBER:
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Speedchoice of Detroit, LLC
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People’s Choice TV Corp.
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By: |
People’s Choice TV Corp.
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Title:
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Manager and Sole Member
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By:
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/s/ Timothy P. O’Grady
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By:
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/s/ Timothy P. O’Grady
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Name:
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Timothy P. O’Grady
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|
Name: |
Timothy P. O’Grady
|
|
Title: |
Vice President
|
|
Title:
|
Vice President
|
|
|
|
|
1. |
Member: The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
2. |
Manager: The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
3. |
Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the Transfer Entities are hereby amended to provide for the LLC as the sole Member and Manager for each of the Transfer
Entities.
|
4. |
Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a capital contribution of Contributor to LLC.
|
5. |
Miscellaneous:
|
|
a. |
Assignment: This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
|
|
b. |
Governing Law: This Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware.
|
|
c. |
Further Assurances: Each of the parties will, and will cause their respective affiliates to, execute and deliver such further certificates, agreements and other documents and to take such other actions as
the other parries may reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters. To the extent any Contributed Interests are not transferred on the date hereof, the
Contributor will transfer any such interests to LLC as soon as reasonably practicable after such interests become transferable.
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|
Sprint HoldCo, LLC
|
||
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|
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By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
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SX Sub, LLC
|
||
|
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|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
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|
|
NSAC, LLC
|
||
|
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|
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By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
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|
|
WBC NY, LLC
|
||
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|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
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|
|
ATL MDS, LLC
|
||
|
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|
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By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
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|
|
LA MDS, LLC
|
||
|
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|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
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|
|
NY MDS, LLC
|
||
|
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|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
SF MDS, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
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|
|
Via/Net, LLC
|
||
|
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|
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By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
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|
|
Wavepath Sub, LLC
|
||
|
|
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|
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By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
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|
|
Spring (Bay Area), LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
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|
|
|
Transworld Telecom II, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
WHI Sub, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
Bay Area Cablevision, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
TWTV Spokane, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
TTI Acquisition, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
WHI SD LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
ATI Sub, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
American Telecasting Development, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
American Telecasting of Anchorage, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
American Telecasting of Bend, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Bismark, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
American Telecasting of Cincinnati, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
American Telecasting of Colorado Springs, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
American Telecasting of Columbus, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
American Telecasting of Denver, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
American Telecasting of Ft. Collins, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
American Telecasting of Fort Myers, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Green Bay, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
American Telecasting of Jackson, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
American Telecasting of Lansing, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
American Telecasting of Lincoln, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
American Telecasting of Little Rock, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
American Telecasting of Louisville, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
American Telecasting of Medford, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Michiana, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
American Telecasting of Monterey, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
American Telecasting of Oklahoma, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
American Telecasting of Portland, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
American Telecasting of Redding, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
American Telecasting of Salem/Eugene, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
American Telecasting of Santa Barbara, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Santa Rosa, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
American Telecasting of Seattle, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
American Telecasting of Sheridan, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
American Telecasting of Toledo, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
American Telecasting of Youngstown, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
American Telecasting of Yuba City, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
PCTV Sub, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Alda Gold II, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
Alda Tucson, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
Alda Wireless Holdings, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
PCTV Gold II, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
People’s Choice TV of Albuquerque, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
People’s Choice TV of Houston, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
PCTV of Houston, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
PCTV of Salt Lake City, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
People’s Choice TV of St. Louis, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
People’s Choice TV of Tucson, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
Preferred Entertainment, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
SpeedChoice of Detroit, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
SpeedChoice of Phoenix, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
Wireless Cable of Indianapolis, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
G&S TV LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
WCOF, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
TDI Acquisition Sub, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
WBS California, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
WBS Idaho, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
WBS Montana, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
Wireless Broadband Services of America, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Sprint Wireless Broadband Company LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
Wireless Broadcasting Systems of Knoxville, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
WBS Washington, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
WBS Oregon, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
WBS of America, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
WBS of Sacramento, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
WBS of Ft. Pierce, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS of Melbourne, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
|
|
SCC X, LLC
|
||
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
NSAC, LLC
|
American Telecasting of Seattle, LLC
|
WBC NY, LLC
|
American Telecasting of Sheridan, LLC
|
ATL MDS, LLC
|
American Telecasting of Toledo, LLC
|
LA MDS, LLC
|
American Telecasting of Youngstown, LLC
|
NY MDS, LLC
|
American Telecasting of Yuba City, LLC
|
SF MDS, LLC
|
Alda Gold II, LLC
|
Via/Net, LLC
|
Alda Tucson, LLC
|
Wavepath Sub, LLC
|
Alda Wireless Holdings, LLC
|
Sprint (Bay Area), LLC
|
PCTV Gold II, LLC
|
Transworld Telecom II, LLC
|
PCTV Sub, LLC
|
WHI Sub, LLC
|
People’s Choice TV of Albuquerque, LLC
|
Bay Area Cablevision, LLC
|
People’s Choice TV of Houston, LLC
|
TWTV Spokane, LLC
|
PCTV of Milwaukee, LLC
|
TTI Acquisition, LLC
|
PCTV of Salt Lake City, LLC
|
WHI SD LLC
|
People’s Choice TV of St. Louis, LLC
|
ATI Sub, LLC
|
People’s Choice TV of Tucson, LLC
|
American Telecasting Development, LLC
|
Preferred Entertainment, LLC
|
American Telecasting of Anchorage, LLC
|
SpeedChoice of Detroit, LLC
|
American Telecasting of Bend, LLC
|
SpeedChoice of Phoenix, LLC
|
American Telecasting of Bismarck, LLC
|
Wireless Cable of Indianapolis, LLC
|
American Telecasting of Cincinnati, LLC
|
G&S TV LLC
|
American Telecasting of Colorado Springs, LLC
|
WCOF, LLC
|
American Telecasting of Columbus, LLC
|
TDI Acquisition Sub, LLC
|
American Telecasting of Denver, LLC
|
WBS California, LLC
|
American Telecasting of Fort Collins, LLC
|
WBS Idaho, LLC
|
American Telecasting of Fort Myers, LLC
|
WBS Montana, LLC
|
American Telecasting of Green Bay, LLC
|
Wireless Broadband Services of America, LLC
|
American Telecasting of Jackson, LLC
|
Sprint Wireless Broadband Company LLC
|
American Telecasting of Lansing, LLC
|
Wireless Broadcasting Systems of Knoxville, LLC
|
American Telecasting of Lincoln, LLC
|
WBS Washington, LLC
|
American Telecasting of Little Rock, LLC
|
WBS Oregon, LLC
|
American Telecasting of Louisville, LLC
|
WBS of America, LLC
|
American Telecasting of Medford, LLC
|
WBS of Sacramento, LLC
|
American Telecasting of Michiana, LLC
|
WBS of Ft. Pierce, LLC
|
American Telecasting of Monterey, LLC
|
WBS of Melbourne, LLC
|
American Telecasting of Oklahoma, LLC
|
WBS of West Palm, LLC
|
American Telecasting of Portland, LLC
|
SCC X, LLC
|
American Telecasting of Redding, LLC
|
|
American Telecasting of Salem/Eugene, LLC
|
|
American Telecasting of Santa Barbara, LLC
|
|
ATI of Santa Rosa, LLC
|
|
/s/ Timothy P. O’Grady
|
||
Timothy P. O’Grady
|
||
Authorized Person
|
COMPANY:
|
|
Speedchoice of Phoenix, LLC
|
|
By: People’s Choice TV Corp.
Title: Manager and Sole Member |
|
By: |
/s/ Timothy P. O’Grady
|
Name: |
Timothy P. O’Grady
|
Title:
|
Vice President |
MEMBER:
|
|
People’s Choice TV Corp.
|
|
By:
|
/s/ Timothy P. O’Grady
|
Name: |
Timothy P. O’Grady
|
Title: | Vice President |
|
|
1. |
Member: The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
|
2. |
Manager: The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
|
3. |
Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the Transfer Entities are hereby amended to provide for the LLC as the sole Member and Manager
for each of the Transfer Entities.
|
|
4. |
Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a capital contribution of Contributor to LLC.
|
|
5. |
Miscellaneous:
|
|
a. |
Assignment: This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
|
|
b. |
Governing Law: This Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware.
|
|
c. |
Further Assurances: Each of the parties will, and will cause their respective affiliates to, execute and deliver such further certificates, agreements and other documents and to take such other actions as
the other parries may reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters. To the extent any Contributed Interests are not transferred on the date hereof, the
Contributor will transfer any such interests to LLC as soon as reasonably practicable after such interests become transferable.
|
Sprint HoldCo, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SX Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
NSAC, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBC NY, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
ATL MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
LA MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady |
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
NY MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
SF MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Via/Net, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wavepath Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Spring (Bay Area), LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Transworld Telecom II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WHI Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Bay Area Cablevision, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
TWTV Spokane, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
TTI Acquisition, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WHI SD LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
ATI Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting Development, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Anchorage, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Bend, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Bismark, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Cincinnati, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Colorado Springs, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Columbus, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Denver, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Ft. Collins, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Fort Myers, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Green Bay, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Jackson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Lansing, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Lincoln, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Little Rock, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Louisville, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Medford, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Michiana, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Monterey, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Oklahoma, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Portland, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Redding, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Salem/Eugene, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Santa Barbara, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Santa Rosa, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Seattle, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Sheridan, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Toledo, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Youngstown, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Yuba City, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Alda Gold II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Alda Tucson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Alda Wireless Holdings, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV Gold II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of Albuquerque, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of Houston, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV of Houston, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
PCTV of Salt Lake City, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of St. Louis, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of Tucson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Preferred Entertainment, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SpeedChoice of Detroit, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SpeedChoice of Phoenix, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wireless Cable of Indianapolis, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
G&S TV LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WCOF, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
TDI Acquisition Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS California, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Idaho, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Montana, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wireless Broadband Services of America, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Sprint Wireless Broadband Company LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wireless Broadcasting Systems of Knoxville, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Washington, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Oregon, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of America, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of Sacramento, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of Ft. Pierce, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS of Melbourne, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
NSAC, LLC
|
American Telecasting of Seattle, LLC
|
WBC NY, LLC
|
American Telecasting of Sheridan, LLC
|
ATL MDS, LLC
|
American Telecasting of Toledo, LLC
|
LA MDS, LLC
|
American Telecasting of Youngstown, LLC
|
NY MDS, LLC
|
American Telecasting of Yuba City, LLC
|
SF MDS, LLC
|
PCTV Sub, LLC
|
Via/Net, LLC
|
Alda Gold II, LLC
|
Wavepath Sub, LLC
|
Alda Tucson, LLC
|
Sprint (Bay Area), LLC
|
Alda Wireless Holdings, LLC
|
Transworld Telecom II, LLC
|
PCTV Gold II, LLC
|
WHI Sub, LLC
|
People’s Choice TV of Albuquerque, LLC
|
Bay Area Cablevision, LLC
|
People’s Choice TV of Houston, LLC
|
TWTV Spokane, LLC
|
PCTV of Milwaukee, LLC
|
TTI Acquisition, LLC
|
PCTV of Salt Lake City, LLC
|
WHI SD LLC
|
People’s Choice TV of St. Louis, LLC
|
ATI Sub, LLC
|
People’s Choice TV of Tucson, LLC
|
American Telecasting Development, LLC
|
Preferred Entertainment, LLC
|
American Telecasting of Anchorage, LLC
|
SpeedChoice of Detroit, LLC
|
American Telecasting of Bend, LLC
|
SpeedChoice of Phoenix, LLC
|
American Telecasting of Bismarck, LLC
|
Wireless Cable of Indianapolis, LLC
|
American Telecasting of Cincinnati, LLC
|
G&S TV LLC
|
American Telecasting of Colorado Springs, LLC
|
WCOF, LLC
|
American Telecasting of Columbus, LLC
|
TDI Acquisition Sub, LLC
|
American Telecasting of Denver, LLC
|
WBS California, LLC
|
American Telecasting of Fort Collins, LLC
|
WBS Idaho, LLC
|
American Telecasting of Fort Myers, LLC
|
WBS Montana, LLC
|
American Telecasting of Green Bay, LLC
|
Wireless Broadband Services of America, LLC
|
American Telecasting of Jackson, LLC
|
Sprint Wireless Broadband Company LLC
|
American Telecasting of Lansing, LLC
|
Wireless Broadcasting Systems of Knoxville, LLC
|
American Telecasting of Lincoln, LLC
|
WBS Washington, LLC
|
American Telecasting of Little Rock, LLC
|
WBS Oregon, LLC
|
American Telecasting of Louisville, LLC
|
WBS of America, LLC
|
American Telecasting of Medford, LLC
|
WBS of Sacramento, LLC
|
American Telecasting of Michiana, LLC
|
WBS of Ft. Pierce, LLC
|
American Telecasting of Monterey, LLC
|
WBS of Melbourne, LLC
|
American Telecasting of Oklahoma, LLC
|
WBS of West Palm, LLC
|
American Telecasting of Portland, LLC
|
SCC X, LLC
|
American Telecasting of Redding, LLC
|
|
American Telecasting of Salem/Eugene, LLC
|
|
American Telecasting of Santa Barbara, LLC
|
|
ATI of Santa Rosa, LLC
|
/s/ Timothy P. O’Grady
|
|
Timothy P. O’Grady
Authorized Person |
COMPANY:
|
MEMBER:
|
|||||
Sprint (Bay Area), LLC
|
Sprint Wavepath Holdings, Inc.
|
|||||
By: Sprint Wavepath Holdings, Inc.
|
By:
|
/s/ Timothy P. O’Grady
|
||||
Title: Manager and Sole Member
|
Name: Timothy P. O’Grady
|
|||||
Title: Vice President
|
||||||
By:
|
/s/ Timothy P. O’Grady
|
|||||
Name: Timothy P. O’Grady
|
||||||
Title: Vice President
|
1. |
Member: The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer
Entities) for each of the Transfer Entities.
|
2. |
Manager: The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer
Entities) for each of the Transfer Entities,
|
3. |
Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the Transfer Entities are
hereby amended to provide for the LLC as the sole Member and Manager for each of the Transfer Entities.
|
4. |
Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a capital contribution
of Contributor to LLC.
|
5. |
Miscellaneous:
|
|
(a) |
Assignment: This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective successors and
assigns.
|
|
(b) |
Governing Law: This Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware.
|
|
(c) |
Further Assurances: Each of the parties will, and will cause their respective affiliates to, execute and deliver such further
certificates, agreements and other documents and to take such other actions as the other parries may reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters. To the
extent any Contributed Interests are not transferred on the date hereof, the Contributor will transfer any such interests to LLC as soon as reasonably practicable after such interests become transferable.
|
Sprint HoldCo, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
SX Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
NSAC, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
WBC NY, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
ATL MDS, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President |
LA MDS, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
NY MDS, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
SF MDS, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Via/Net, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Wavepath Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Sprint (Bay Area), LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Transworld Telecom II, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WHI Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Bay Area Cablevision, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
TWTV Spokane, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
TTI Acquisition, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
WHI SD LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
ATI Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting Development, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Anchorage, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Bend, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Bismarck, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|
||
Title:
|
Vice President
|
American Telecasting of Cincinnati, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Colorado Springs, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Columbus, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Denver, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Ft. Collins, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Fort Myers, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Green Bay, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
|
||||
American Telecasting of Jackson, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Lansing, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Lincoln, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Little Rock, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Louisville, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Medford, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Michiana, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Monterey, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Oklahoma, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Portland, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Redding, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Salem/Eugene, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Santa Barbara, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
ATI of Santa Rosa, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Seattle, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Sheridan, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
American Telecasting of Toledo, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Youngstown, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
American Telecasting of Yuba City, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
PCTV Sub, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Alda Gold II, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
Alda Tucson, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||
PCTV Gold II, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
People’s Choice TV of Albuquerque, LLC
|
||||
By:
|
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President |
People’s Choice TV of Houston, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
PCTV of Milwaukee, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
PCTV of Salt Lake City, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
People’s Choice TV of St. Louis, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
Preferred Entertainment, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
SpeedChoice of Detroit, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
SpeedChoice of Phoenix, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President |
Wireless Cable of Indianapolis, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
G&S TV LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
WCOF, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
TDI Acquisition Sub, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
WBS California, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
WBS Idaho, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
WBS Montana, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
Wireless Broadband Services of America, LLC
|
||||
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President |
Sprint Wireless Broadband Company LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
Wireless Broadcasting Systems of Knoxville, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
WBS Washington, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
WBS Oregon, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
WBS of America, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
WBS of Sacramento, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
WBS of Ft. Pierce, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President |
WBS of Melbourne, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President | |||
WBS of West Palm, LLC
|
||||
By: |
/s/ Timothy P. O’Grady
|
|||
Name:
|
Timothy P. O’Grady | |||
Title:
|
Vice President |
|
Name
|
Mailin3 Address
|
Charles R. Wunsch
|
2330 Shawnee Mission Parkway
|
Westwood, Kansas 66205 |
/s/ Charles R. Wunsch
|
|
Charles R. Wunsch
|
STATE OF KANSAS
|
)
|
) ss
|
|
COUNTY OF JOHNSON
|
)
|
/s/ Laura P. Wiltfong
|
|
Notary Public
|
/s/ THOMAS A GERKE
|
|
THOMAS A. GERKE, VICE PRESIDENT
|
|
SPRINT FINCO, INC.
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Timothy P. O’Grady, Vice President
|
|
SPRINT CAPITAL CORPORATION
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Timothy P. O’Grady, Vice President
|
|
By:
|
/s/ Timothy P. O’Grady |
Authorized Officer |
|
Name: |
Timothy P. O’Grady
|
|
|
Print or Type
|
|
Title:
|
Vice President |
|
Designation
|
|
Class
|
|
Series
|
|
No. of Shares
|
|
|
Per Value
|
|
|
The “Series l Common Stock”
|
|
Common Stock
|
|
Series 1
|
|
6,000,000,000
|
|
$
|
2.00 per share
|
|
|
The “Series 2 Common Stock”
|
|
Common Stock
|
|
Series 1
|
|
500,000,000
|
|
$
|
2.00 per share
|
|
|
The “Non-Voting Common Stock”
|
|
Non-Voting Common Stock
|
|
|
|
100,000,000
|
|
$
|
0.01 per share
|
|
|
The “Preferred Stock”
|
|
Preferred Stock
|
|
See Section 10 below
|
|
20,000,000
|
|
|
No par value
|
Accrual Date
|
Liquidation
Preference
|
Accrual Date
|
Liquidation
Preference |
||||
June 23, 2005
|
459.6463
|
December 23, 2009
|
693.6499
|
||||
September 23, 2005
|
470.2756
|
Match 23, 2010
|
709.6906
|
||||
December 23, 2005
|
481.1508
|
June 23, 2010
|
726.1021
|
||||
March 23, 2006
|
492.2774
|
September 23, 2010
|
742.8933
|
||||
June 23, 2006
|
503.6613
|
December 23, 2010
|
760.0727
|
||||
September 23, 2006
|
515.3085
|
March 23, 2011
|
777.6493
|
||||
December 23, 2006
|
527.2250
|
June 23, 2011
|
795.6325
|
||||
March 23, 2007
|
539.4170
|
September 23, 2011
|
814.0315
|
||||
June 23, 2007
|
551.8911
|
December 23, 2011
|
832.8560
|
||||
September 23, 2007
|
564.6535
|
March 23, 2012
|
852.1158
|
||||
December 23, 2007
|
577.7112
|
June 23, 2012
|
871.8209
|
||||
March 23, 2008
|
591.0707
|
September 23, 2012
|
891.9818
|
||||
June 23, 2008
|
604.7392
|
December 23, 2012
|
912.6089
|
||||
September 23, 2008
|
518.7238
|
March 23, 2013
|
933.7130
|
||||
December 23, 2008
|
633.0318
|
June 23, 2013
|
9553051
|
||||
March 23, 2009
|
647.6707
|
September 23, 2013
|
977.3965
|
||||
June 23, 2009
|
662.6481
|
December 23, 2013
|
1,000.0000
|
||||
September 23, 2009
|
677.9718
|
|
/s/ Timothy P. O’Grady
|
|
|
Timothy P. O’Grady, Vice President and
|
|
|
Assistant Secretary |
RGO 53‑ |
KANSAS SECRETARY OF STATE
Change of Resident Agent Name and/or Registered Office Address by Resident Agent |
2.
|
Business entity ID number:
|
See attached list.
|
This is not the Federal Employer ID Number (FEIN) |
3.
|
Business entity name:
|
See attached list. |
Name must match the name on record with the Secretary of State. |
4.
|
State/Country of organization: | See attached list. |
5.
|
Current resident agent name and registered office address:
|
Corporation Service Company, 200 S.W. 30th Street, Topeka, Kansas
66611
|
Address must be a street address. A P.O. box is unacceptable. |
6.
|
New resident agent name and registered office address: |
Corporation Service Company, 2900 SW Wanamaker Drive, Suite 204, Topeka, Kansas 66614
|
Address must be a street address. A P.O. box is unacceptable. |
7.
|
Effective date: | ☐ Upon filing |
|
|
☒ Future effective date | July 13, 2012 |
8. |
I declare under penalty or perjury under the laws of the state of Kansas that the foregoing is true and correct and that I have remitted the required fee.
|
Corporation Service Company
|
||
/s/ John H. Pelletier
|
July 6, 2012
|
|
Signature of resident agent
|
Date (month, day, year)
|
|
John H. Pelletier, Assistant Vice President
|
||
Name of signer (printed or typed)
|
|
Name
|
|
|
Sprint Nextel Corporation (the “Company”)
|
|
|
Starburst III, Inc. (“Merger Sub”)
|
SPRINT COMMUNICATIONS, INC.
|
|||
|
By:
|
/s/ Charles R. Wunsch
|
|
Name: Charles R. Wunsch | |||
Title: Vice President |
|
/s/ Timothy P. O’Grady | |
|
Name: Timothy P. O’Grady | |
|
Title: Vice President and Secretary |
Sprint Nextel
6200 Sprint Parkway Overland Parkway, Kansas 66251 KSOPHF0302-38679 Office: (913) 794-1513 |
Timothy O’Grady
Vice President - Securities & Governance |
|
RE: |
Sprint Communications Company L.P.’s Consent to Use of
Name for Sprint Communications, Inc. |
|
SPRINT COMMUNICATIONS COMPANY L.P.
|
||
|
|
||
|
Very truly yours,
|
||
|
|
||
|
By | /s/ Timothy P. O’Grady | |
|
Timothy P. O’Grady
|
||
|
Vice President and Secretary
|
|
SPRINT COMMUNICATIONS, INC.
|
||
|
|
||
|
By | /s/ Timothy P. O’Grady | |
|
|
Timothy P. O’Grady
|
|
|
|
Vice President and Secretary
|
ATTEST:
|
|
|
|
/s/ Stefan K. Schnopp |
|
Stefan K. Schnopp |
|
Assistant Secretary |
|
|
|
(SEAL)
|
|
|
SPRINT COMMUNICATIONS, INC.
|
||
|
|
||
|
By | /s/ Timothy P. O’Grady | |
|
|
Timothy P. O’Grady
|
|
|
|
Vice President and Secretary
|
ATTEST:
|
|
|
|
/s/ Stefan K. Schnopp |
|
Stefan K. Schnopp |
|
Assistant Secretary |
|
|
|
(SEAL)
|
|
|
SPRINT COMMUNICATIONS, INC.
|
||
|
|
||
|
By | /s/ Timothy P. O’Grady | |
|
|
Timothy P. O’Grady, Vice President |
ATTEST:
|
|
|
|
/s/ Stefan K. Schnopp |
|
Stefan K. Schnopp, Assistant Secretary
|
|
|
SPRINT COMMUNICATIONS, INC.
|
||
|
|
||
|
By | /s/ Timothy P. O’Grady | |
|
|
Timothy P. O’Grady, Vice President |
ATTEST:
|
|
|
|
/s/ Stefan K. Schnopp |
|
Stefan K. Schnopp, Assistant Secretary
|
|
|
By:
|
/s/ Timothy P. O’Grady | |
|
Authorized Officer
|
|
Name: | Timothy P. O’Grady | |
|
Print or Type
|
|
Title: | Vice President |
|
SPRINT COMMUNICATIONS, INC.
|
||
|
|
||
|
By | /s/ Timothy P. O’Grady | |
|
|
Timothy P. O’Grady | |
|
Vice President |
ATTEST:
|
|
|
|
/s/ Stefan K. Schnopp |
|
Stefan K. Schnopp | |
Assistant Secretary
|
|
|
SPRINT COMMUNICATIONS, INC.
|
||
|
|
||
|
By | /s/ Timothy P. O’Grady | |
|
|
Timothy P. O’Grady | |
|
Vice President |
ATTEST:
|
|
|
|
/s/ Stefan K. Schnopp |
|
Stefan K. Schnopp
|
|
Assistant Secretary |
|
Surviving Entity:
|
||
|
|
||
|
SPRINT COMMUNICATIONS, INC.
|
||
|
|
||
|
By | /s/ Stefan K. Schnopp | |
|
|
Stefan K. Schnopp | |
|
|
Vice President |
ATTEST:
|
|
|
|
/s/ Katie True-Awtry |
|
Katie True-Awtry
|
|
Assistant Secretary
|
|
|
/s/ Katie True-Awtry | |
|
Katie True-Awtry | |
|
Assistant Secretary of Sprint Communications, Inc.
|
|
Surviving Entity:
|
||
|
|
||
|
SPRINT COMMUNICATIONS, INC.
|
||
|
|
||
|
By | /s/ Stefan K. Schnopp | |
|
|
Stefan K. Schnopp | |
|
|
Vice President |
ATTEST:
|
|
|
|
/s/ Katie True-Awtry |
|
Katie True-Awtry
|
|
Assistant Secretary
|
|
|
/s/ Katie True-Awtry | |
|
Katie True-Awtry | |
|
Assistant Secretary of Sprint Communications, Inc.
|
|
Surviving Entity:
|
||
|
|
||
|
SPRINT COMMUNICATIONS, INC.
|
||
|
|
||
|
By | /s/ Stefan K. Schnopp | |
|
|
Stefan K. Schnopp | |
|
|
Vice President |
ATTEST:
|
|
|
|
/s/ Katie True-Awtry |
|
Katie True-Awtry
|
|
Assistant Secretary
|
|
|
Non-Surviving Entity:
|
||
|
|
||
|
TDI ACQUISITION CORPORATION
|
||
|
|
||
|
By | /s/ Stefan K. Schnopp | |
|
|
Stefan K. Schnopp | |
|
|
Vice President |
ATTEST:
|
|
|
|
/s/ Katie True-Awtry |
|
Katie True-Awtry
|
|
Assistant Secretary
|
|
|
/s/ Katie True-Awtry | |
|
Katie True-Awtry | |
|
Assistant Secretary of Sprint Communications, Inc.
|
Dated: May 31, 2018.
|
|||
Surviving Entity:
|
|||
|
|||
SPRINT COMMUNICATIONS, INC.
|
|||
By
|
/s/ Stefan K. Schnopp
|
||
Stefan K. Schnopp
|
|||
Vice President
|
ATTEST:
|
|
/s/ Katie True-Awtry
|
|
Katie True-Awtry
|
|
Assistant Secretary
|
Non-Surviving Entity:
|
|||
PEOPLE’S CHOICE TV CORP.
|
|||
By
|
/s/ Stefan K. Schnopp
|
||
Stefan K. Schnopp
|
|||
Vice President
|
ATTEST:
|
|
/s/ Katie True-Awtry
|
|
Katie True-Awtry
|
|
Assistant Secretary
|
/s/ Katie True-Awtry
|
||
Katie True-Awtry
|
||
Assistant Secretary of Sprint Communications, Inc.
|
SPRINT COMMUNICATIONS COMPANY L.P. | |||
|
|||
By:
|
US TELECOM, INC., General Partner | ||
By:
|
|
/s/ Stefan K. Schnopp | |
Stefan K. Schnopp | |||
Vice President |
Name
|
Address
|
US Telecom, Inc., | 6200 Sprint Parkway |
a Kansas corporation
|
Oakland Park, KS 66251
|
Name
|
Address
|
Utelcom, Inc., | 6200 Sprint Parkway |
a Kansas corporation
|
Oakland Park, KS 66251
|
A. |
The name of the Partnership is:
|
B. |
Pursuant to provisions of Section 17-202, Title 6, Delaware Code, the Amended and Restated Certificate of Limited is amended as follows:
|
1. |
Schedule A to ARTICLE III is hereby amended to read as set forth on the new Schedule A attached hereto.
|
SPRINT COMMUNICATIONS COMPANY L.P.
|
||
By:
|
US TELECOM, INC., General Partner
|
By:
|
/s/ Stefan K. Schnopp
|
|
Stefan K. Schnopp
|
||
Vice President |
Name
|
Address
|
US Telecom, Inc., | 6200 Sprint Parkway |
a Kansas corporation
|
Oakland Park, KS 66251
|
Name
|
Address
|
Utelcom, Inc., | 6200 Sprint Parkway |
a Kansas limited liability company
|
Oakland Park, KS 66251
|
ARTICLE 1 THE PARTNERSHIP
|
2
|
||
Section 1.1.
|
Formation; Continuation as Limited Partnership
|
2
|
|
Section 1.2.
|
Name
|
2
|
|
Section 1.3.
|
Purpose
|
2
|
|
Section 1.4.
|
Place of Business; Principal Office
|
3
|
|
Section 1.5.
|
Term
|
3
|
|
Section 1.6.
|
Title to Partnership Property
|
3
|
|
Section 1.7.
|
Filings
|
3
|
|
ARTICLE 2 CAPITALIZATION
|
4
|
||
Section 2.1.
|
Capitalization Generally
|
4
|
|
Section 2.2.
|
Additional Capital Requirements of the Partnership
|
4
|
|
Section 2.3.
|
Withdrawal of Capital
|
4
|
|
Section 2.4.
|
No Interest
|
4
|
|
Section 2.5.
|
Loans from Partners
|
5
|
|
ARTICLE 3 ALLOCATIONS AND DISTRIBUTIONS
|
5
|
||
Section 3.1.
|
Definitions
|
5
|
|
Section 3.2.
|
Percentage Interests of the Partners
|
8
|
|
Section 3.3.
|
Distributions
|
9
|
|
Section 3.4.
|
Allocation of Profit and Loss
|
10
|
|
Section 3.5.
|
Special Allocations
|
11
|
|
Section 3.6.
|
Other Allocation Rules
|
12
|
|
Section 3.7.
|
Tax Allocations: Code Section 704(c)
|
13
|
|
Section 3.8.
|
Allocation of Tax Credits
|
14
|
|
Section 3.9.
|
No Other Compensation
|
14
|
|
ARTICLE 4 MANAGEMENT
|
14
|
||
Section 4.1.
|
Authority of the General Partner
|
14
|
|
Section 4.2.
|
Duties and Obligations of General Partner
|
15
|
|
Section 4.3.
|
Restrictions on Authority of General Partner
|
16
|
|
Section 4.4.
|
Right to Rely on General Partner.
|
16
|
|
Section 4.5.
|
Rights and Powers of Limited Partners
|
17
|
|
Section 4.6.
|
Indemnification of Certain Persons
|
17
|
|
ARTICLE 5 PARTNER INDEMNIFICATION AND OTHER VENTURES
|
19
|
||
Section 5.1.
|
Indemnification
|
19
|
|
Section 5.2.
|
Other Ventures
|
19
|
|
Section 5.3.
|
Proprietary Information
|
19
|
|
Section 5.4.
|
Transactions Involving Partners and Affiliates of Partners
|
20
|
ARTICLE 6 TRANSFER OF PARTNERSHIP INTERESTS
|
20
|
||
Section 6.1.
|
Transfer of Partnership Interests
|
20
|
|
Section 6.2.
|
Right of First Refusal
|
21
|
|
ARTICLE 7 ACCOUNTING, TAX AND FISCAL MATTERS
|
22
|
||
Section 7.1.
|
Books of Account
|
22
|
|
Section 7.2.
|
Tax Matters
|
23
|
|
Section 7.3.
|
Fiscal Year
|
23
|
|
Section 7.4.
|
Audits; Inspection of Books and Records
|
23
|
|
Section 7.5.
|
Reports
|
24
|
|
Section 7.6.
|
Partnership Funds
|
24
|
|
ARTICLE 8 DISSOLUTION
|
24
|
||
Section 8.1.
|
Dissolution; Continuation
|
24
|
|
Section 8.2.
|
Option
|
25
|
|
Section 8.3.
|
Winding Up of Partnership
|
27
|
|
Section 8.4.
|
Accounting upon Dissolution and Termination
|
27
|
|
Section 8.5.
|
Liquidation and Termination
|
27
|
|
Section 8.6.
|
Compliance with Timing Requirements of Regulations
|
29
|
|
ARTICLE 9 MISCELLANEOUS
|
30
|
||
Section 9.1.
|
Notices
|
30
|
|
Section 9.2.
|
Entire Agreement
|
31
|
|
Section 9.3.
|
Amendments
|
31
|
|
Section 9.4.
|
Terminology
|
31
|
|
Section 9.5.
|
Binding Effect
|
31
|
|
Section 9.6.
|
Severability
|
31
|
|
Section 9.7.
|
Non-Waiver
|
32
|
|
Section 9.8.
|
Captions
|
32
|
|
Section 9.9.
|
Applicable Law
|
32
|
|
Section 9.10.
|
Counterparts
|
32
|
|
Section 9.11.
|
Waiver of Partition and Bankruptcy
|
32
|
|
Section 9.12.
|
Actions Against Other Partners
|
32
|
|
Section 9.13.
|
Remedies in Equity
|
33
|
|
Section 9.14.
|
Effective Dates
|
33
|
Accepting Offerrees
|
Section 6.2
|
Acquisition Agreement
|
Preamble
|
Act
|
Preamble
|
Additional Capital Contribution
|
Section 2.2
|
Adjusted Limited Partner Capital Account Deficit
|
Section 3.1
|
Affiliate
|
Section 2.5
|
Agreement
|
Preamble
|
Another Enterprise
|
Section 4.6
|
Bankruptcy
|
Section 8.1
|
Capital Account
|
Section 3.1
|
Capital Contribution
|
Section 3.1
|
Certificate
|
Section 1.7
|
Closing
|
Section 8.2
|
Closing Date
|
Section 1.1
|
Code
|
Section 3.1
|
Continuing Partners
|
Section 9.2
|
Deferred Closing
|
Seciton 8.2
|
Depreciation
|
Section 3.1
|
Effective Date
|
Section 1.1
|
First Amendment
|
Preamble
|
First Offer
|
Section 6.2
|
First Partner
|
Section 8.2
|
General Partner
|
Preamble
|
General Partnership
|
Preamble
|
Gross Asset Value
|
Section 3.1
|
GTE Limited Partner
|
Preamble
|
Indemnifying Partner
|
Section 5.1
|
Limited Partner
|
Preamble
|
Liquidating Events
|
Section 8.1
|
Losses
|
Section 3.1
|
Nonrecourse Deductions
|
Section 3.1
|
Objecting Partners
|
Section 8.2
|
Offer Notice
|
Section 6.2
|
Offer Period
|
Section 6.2
|
Offer Price
|
Section 6.2
|
Offered Interest
|
Section 6.2
|
Offereees
|
Preamble
|
Original Agreement
|
Preamble
|
Original Partners
|
Preamble
|
Original United Partners
|
Preamble
|
Parner Nonrecourse Deductions
|
Section 3.1
|
Partnership
|
Preamble
|
Partnership Committee
|
Section 4.6
|
Partnership Minimum Gain
|
Section 3.1
|
Partnership’s Accountant
|
Section 7.1
|
Percentage Interest
|
Section 3.2
|
Profits
|
Section 3.1
|
Capital Account
|
Percentage Interest
|
|||||||
General Partner
|
$
|
3,034,542,000
|
58.98
|
%
|
||||
UTELCOM
|
$
|
254,000,000
|
4.94
|
%
|
||||
UCOM
|
$
|
1,756,459,000
|
34.14
|
%
|
||||
SICC
|
$
|
100,000,000
|
1.94
|
%
|
|
SPRINT INTERNATIONAL COMMUNICATIONS
CORPORATION, as Limited Partner.
|
|
Date: 2/1/92
|
By:
|
Donald S. Parker
|
|
Its Vice President
|
|
|
UTELCOM, INC., as Limited Partner
|
|
Date: 1/31/92
|
By: |
/s/ Michael T. Hyde
|
Its Vice President
|
||
|
UCOM, Inc., as Limited Partner
|
|
Date: January 31, 1992
|
By:
|
Don A. Jensen
|
Its Vice President
|
||
|
US TELECOM, INC., as General Partner
|
|
Date: January 31, 1992
|
By: |
Don A. Jensen
|
Its Vice President
|
FIRST: The name of the corporation is
|
US Sprint Communications Company of New Hampshire, Inc.
|
|
(Note 1)
|
SECOND: The period of its duration if such period is other than perpetual:
|
Perpetual |
|
|
NINTH: The address of the initial registered office of the corporation is
|
14 Centre Street, Concord, New Hampshire 03301 |
and the name of its initial registered agent at such address is | Mayland H. Morse, Jr. |
Name
|
Address
|
|
Ronald T. LeMay
|
8140 Ward Parkway, Kansas City, MO 64114
|
|
A. K. Wnorowski
|
8140 Ward Parkway, Kansas City, MO 64114
|
|
Jonathan Sox
|
8140 Ward Parkway, Kansas City, MO 64114
|
|
Name
|
Address
|
|
A. K. Wnorowski
|
8140 Ward Parkway, Kansas City, MO 64114
|
Dated
|
September 11
|
, 1989
|
|
/s/ A. K. Wnorowski
|
|
A. K. Wnorowski
|
Incorporator(s)
|
|
US SPRINT COMMUNICATIONS
|
|
|
COMPANY LIMITED PARTNERSHIP,
|
|
|
a Delaware Limited Partnership,
|
|
|
|
|
|
BY:
|
US TELECOM, INC., General
|
|
|
Partner
|
|
|
|
|
By:
|
/s/ Don A. Jensen
|
|
Name:
|
Don A. Jensen
|
|
Title:
|
Secretary
|
ATTEST:
|
|
|
||
/s/ Michael T. Hyde
|
|
|
||
Name:
|
Michael T. Hyde
|
|
|
|
Title:
|
Assistant Secretary
|
|
|
|
|
GTE COMMUNICATIONS SERVICES
|
|||
|
INCORPORATED, a Limited Partner,
|
|||
|
|
|||
|
By:
|
/s/ Eugene E. Mulhern
|
||
|
Name:
|
Eugene E. Mulhern
|
||
|
Title:
|
Vice President
|
ATTEST:
|
|
|
||
|
|
|
||
/s/ Marianne Drost
|
|
|
||
Name:
|
Marianne Drost
|
|
|
|
Title:
|
Secretary
|
|
|
|
|
UCOM, INC., a Limited Partner
|
|||
|
|
|||
|
By:
|
/s/ Don A. Jensen
|
||
|
Name:
|
Don A. Jensen
|
||
|
Title:
|
Secretary
|
||
ATTEST:
|
|
|
||
|
|
|
||
/s/ Michael T. Hyde
|
|
|
||
Name:
|
Michael T. Hyde
|
|
|
|
Title:
|
Assistant Secretary
|
|
|
FIRST: The name of the corporation is
|
US Sprint Communications Company of New Hampshire, Inc.
|
Class
|
Number of
Shares
|
Class
|
Number of Shares voted
|
|
For
|
Against
|
|
Dated April 27, 1992
|
|
|
|
|
|
|
|
|
US Sprint Communications Company
|
|
|
|
of New Hampshire, Inc.
|
|
(Note 4)
|
|
By /s/ B. A. Bianchino
|
|
(Note 5)
|
|
Signature of its Vice President
|
|
|
|
B.A. Bianchino
|
|
|
|
Print or type name
|
|
|
|
and /s/ Peggy Grant-Cobb
|
|
(Note 5)
|
|
Signature of its Assistant Secretary
|
|
|
|
Peggy Grant-Cobb
|
|
|
|
Print or type name
|
|
|
Notes: | 1. |
Change to “board of directors” if no shares have been issued.
|
|
2. |
If inapplicable, omit.
|
|
3. |
This article may be omitted if the subject matter is set forth in the amendment or if it is inapplicable.
|
|
4. |
Exact corporate name of corporation adopting the Articles of Amendment.
|
|
5. |
Signatures and titles of officers signing for the corporation. Must be signed by President or Vice-President and Secretary or Assistant Secretary.
|
|
6. |
If amendment increases the authorized stock, include fee according to schedule under RSA 293-A:136 II less amount previously paid in for original authorization and prior increases, provided however that the minimum fee shall be
$30.00.
|
/s/ Peggy Grant-Cobb
|
||
Assistant Secretary of US Sprint
|
||
Communications Company of
|
||
New Hampshire, Inc.
|
Name
|
Office
|
Ronald T. LeMay
B. A. Bianchino
Thomas W. Morse
Peggy Grant-Cobb
M. Jeannine Strandjord
|
President
Vice President
Secretary
Assistant Secretary
Treasurer
|
/s/ Ronald T. LeMay
|
|
Ronald T. LeMay
|
|
/s/ B. A. Bianchino
|
|
B. A. Bianchino
|
|
/s/ David M. Eisenberg
|
|
David M. Eisenberg
|
/s/ Ronald T. LeMay
|
|
Ronald T. LeMay
|
|
/s/ B. A. Bianchino
|
|
B. A. Bianchino
|
|
/s/ David M. Eisenberg
|
|
David M. Eisenberg
|
1. |
The name of the corporation (hereinafter referred to as the “Corporation”) is US Sprint Communications Company of Virginia, Inc.
|
2. |
Section (a) of the Articles of Incorporation of the Corporation is hereby amended so as to read in entirety as follows:
|
3. |
The date of adoption of the amendment was March 5, 1992.
|
4. |
The amendment herein provided for was proposed by the Board of Directors of the Corporation and was submitted to the sole shareholder of the Corporation in accordance with the provisions of the Virginia Stock
Corporation Act. The amendment was adopted by unanimous consent of the shareholder on March 5, 1992.
|
US Sprint Communications Company of Virginia, Inc.
|
||
By:
|
/s/ B. A. Bianchino
|
|
B. A. Bianchino, President
|
STATE CORPORATION COMMISSION
|
||
By:
|
/s/
|
|
Commissioner
|
U.S. TELEPHONE OF VIRGINIA, INC.
|
||
By:
|
/s/
|
|
Vice President
|
/s/ Kevin M. Rucker
|
|
Secretary
|
STATE CORPORATION COMMISSION
|
||
By:
|
/s/ Elizabeth B. Lacy
|
|
Commissioner
|
(b) |
The purpose or purposes for which the Corporation is organized are:
|
U.S. TELEPHONE OF VIRGINIA, INC.
|
|
/s/ John Birk
|
|
John Birk, President
|
|
/s/ Gail S. Demers
|
|
Gail S. Demers, Secretary
|
STATE CORPORATION COMMISSION
|
||
By:
|
/s/ Thomas P. Harwood, Jr.
|
|
Commissioner
|
CLASS
|
NUMBER OF SHARES
|
PAR VALUE PER SHARE OR
NO PAR VALUE
|
Common
|
100,000
|
$0.01
|
|
NAME
|
ADDRESS
|
|
William T. Esrey
|
2330 Johnson Drive
Westwood, Kansas 66205
|
|
John R. Hoffman
|
2330 Johnson Drive
Westwood, Kansas 66205
|
|
Thomas E. Pardun
|
108 South Akard Street
Dallas, Texas 75202
|
|
Dated January 16, 1985.
|
|
/s/ B. I. Crenshaw
|
||
B. I. Crenshaw
|
||
/s/ J. H. Washington
|
||
J. H. Washington
|
||
/s/ J. L. Gregg
|
||
J. L. Gregg
|
||
Incorporators
|
STATE CORPORATION COMMISSION
|
||
By:
|
/s/ Thomas P. Harwood, Jr.
|
|
Commissioner
|
|
By:
|
/s/ Stefan K. Schnopp
|
|
Authorized Person (s)
|
|
|
|
|
Name:
|
Stefan K. Schnopp
|
|
SPRINT ENTERPRISE MOBILITY, INC.
|
|
|
|
|
|
By:
|
/s/ Stefan K. Schnopp
|
|
|
Stefan K. Schnopp
|
|
|
Vice President
|
Starburst II, Inc.
|
||
By: | /s/ Ronald D. Fisher | |
Name:
|
Ronald D. Fisher
|
|
Title:
|
President
|
Name
|
Mailing Address
|
Michael T. Hyde
|
6200 Sprint Parkway
|
Overland Park, KS 66251
|
/s/ Michael T. Hyde
|
|
Michael T. Hyde
|
1. I, Corporation Service Company, the resident agent for the entity(ies) listed below, do hereby certify that I have changed my name and/or the registered office
address in the state of Kansas for the following business entity(ies):
|
||||
2. Business entity ID number:
This is not the Federal Employer ID Number (FEIN)
|
See attached list
|
|||
3. Business-entity name:
Name must match the name on record with the Secretary of State
|
See attached list
|
|||
4. State/Country of Organization
|
See attached list
|
|||
5. Current resident agent name and registered office address:
Address must be a street address
A P.O. Box is unacceptable
|
Corporation Service Company
|
|||
Name
|
||||
200 S.W. 30th Street
|
||||
Street Address
|
||||
Topeka
|
Kansas
|
66611
|
||
City
|
State
|
Zip
|
||
6. New resident agent name and registered office address:
Address must be a street address
A P.O. Box is unacceptable
|
Corporation Service Company
|
|||
Name
|
||||
2900 SW Wanamaker Drive, Suite 204
|
||||
Street Address
|
||||
Topeka
|
Kansas
|
66614
|
||
City
|
State
|
Zip
|
7. Effective Date:
|
☐ |
Upon filing
|
|||||
☒ |
Future Effective Date
|
July
|
13,
|
2012
|
|||
Month
|
Day
|
Year
|
8. I declare under penalty of perjury under the laws of the state of Kansas that the foregoing is true and correct and that I have remitted the required fee.
|
|||
Corporation Service Company
|
|||
/s/ John H. Pelletier
|
July 6, 2012
|
||
Signature of registered agent
|
Date (month, day, year)
|
||
John H. Pelletier, Assistant Vice President
|
|||
Name of signer, printed or typed
|
[SEAL]
|
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the GREAT SEAL of the State of Missouri, at the City of Jefferson, this 11th day of August, 1976
|
/s/ James C. Kirkpatrick
|
|
Secretary of State
|
Name
|
Residence
|
Michael T. Hyde
|
5510 Crestwood Drive
Kansas City, Missouri 64110
|
|
/s/ Michael T. Hyde
|
Michael T. Hyde
|
[SEAL]
|
IN TESTIMONY WHEREOF, I hereunto set my hand and affix the GREAT SEAL of the State of Missouri. Done at the City of Jefferson, this 26th day of February, 1992.
|
|
/s/ Roy D. Blunt
|
|
Secretary of State
|
|
|
Class
|
Number of Outstanding Shares
|
|
None
|
|
Class
|
No. Voted For
|
No. Voted Against
|
|
Common
|
10
|
|
PLACE
CORPORATE SEAL
HERE
IF NO SEAL STATE “NONE”
|
|
|
UNITED TELECOMMUNICATIONS, INC.
|
|
Name of Corporation
|
|
|
/s/ Michael T. Hyde
|
|
By
|
/s/ Don A. Jensen
|
Secretary
|
|
|
Vice President
|
Michael T. Hyde |
|
|
Don A. Jensen |
INSTRUCTIONS
There is no fee for filing this statement. It must be filed in DUPLICATE (both copies signed and notarized).
The statement should be sealed with the corporate seal. If it does not have a seal, write “no seal” where the seal would otherwise appear.
The registered office may be, but need not be, the same as the place of business of the corporation, but the registered office and the business address
of the agent must be the same. The corporation cannot act as its own registered agent.
Any subsequent change in the registered office or agent must be immediately reported to the Secretary of State. These forms are available upon
request from the Office of the Secretary of State.
|
To SECRETARY OF STATE,
Jefferson City, Missouri.
|
Charter No. 00185460
|
|
UNITED TELECOMMUNICATIONS, INC.
|
|
|
Name of Corporation
|
|
|
|
|
(Corporate Seal)
|
|
By
|
/s/ Don A. Jensen
|
|
|
|
Vice President
|
/s/ James B. Wright
|
|
|
|
SECRETARY
|
|
|
|
INSTRUCTIONS
The filing fee for this change is $5.00.
Change must be filed in DUPLICATE.
The registered office may be, but need not be, the same as the place of business of the corporation or limited partnership, but the registered office and the business address of the agent must be the same. The corporation or limited
partnership cannot act as its own registered agent.
Any subsequent change in the registered office or agent must be immediately reported to the Secretary of State. Forms are available upon request.
|
Charter No 00185460
|
(1) |
The name of the corporation/ltd. partnership is:
|
|
United Telecommunications, Inc.
|
|
(2) |
The name of its registered agent before this change is:
|
|
John Bancroft
|
|
(3) |
The name of the new registered agent is:
|
|
C T CORPORATION SYSTEM
|
|
(4) |
The address, including street number, if any, of its registered office before this change is:
|
|
2600 Grand Ave., Kansas City, MO 64108
|
|
(5) |
Its registered office (including street number, if any change is to be made) is hereby CHANGED TO:
|
|
906 Olive Street, St. Louis, Missouri 63101
|
|
(6) |
The address of its registered office and the address of the business office of its registered agent, as changed will be identical.
|
(7) |
Such change was authorized by resolution duly adopted by the board of directors of the corporation or by the limited partnership.
|
|
United Telecommunications, Inc.
|
|
Name of Corporation or limited partnership |
|
|
|
|
(CORPORATE SEAL)
If no seal, state “none”
|
By
|
/s/ Don A. Jensen
|
|
|
Vice President of corporation or
General Partner of limited partnership
|
/s/ Michael T. Hyde
|
|
Secretary of corporation
|
|
Name
|
Mailing Address
|
Daniel E. Doherty
|
2330 Shawnee Mission Parkway
Westwood, Kansas 66205
|
|
/s/ Daniel E. Doherty
|
|
|
Daniel E. Doherty
|
|
|
/s/ John H. Pelletier
|
|
|
John H. Pelletier, Assistant Vice President
|
|
/s/ Vicki Schreiber
|
|
1643477
|
AGENCY PREMIUM RESOURCE, INC.
|
1658947
|
ALBERT EINSTEIN (1879-1955) INTERNATIONAL ACADEMY FOUNDATION
|
2708261
|
ALLEN PARK TWO, INC.
|
2322428
|
ALLEN PARK, INC.
|
2646172
|
ANTHEM ENTERPRISES INC.
|
2797330
|
AVALON HOME HEALTH, INC.
|
2765766
|
BELL & ASSOCIATES, INC.
|
2032159
|
BELOIT NEWSPAPERS, INCORPORATED
|
2578805
|
BRIGADE GUN LEATHER, INC.
|
2590479
|
BRISTOL KANSAS BEVERAGE COMPANY
|
1589738
|
C. I. NASHVILLE, INC.
|
2508588
|
CAJUN1 GRILL OF GREAT PLAINS, INC.
|
2779106
|
CARRABBA'S MIDWEST, INC.
|
2784890
|
CASH FLOW SYSTEMS INC.
|
635805
|
CEC ENTERTAINMENT, INC.
|
2762920
|
CLEARDATA CONSULTING, INC.
|
852319
|
A CLUBHOUSE INNS OF AMERICA, INC.
|
2504660
|
COLLEGIATE GOLF CLUB OF KANSAS, INC.
|
2134534
|
COLLISION INDUSTRY ALLIANCE, INC.
|
2718260
|
COLONIAL GARDENS WATER, INC.
|
2226793
|
COMMUNITY HOSPICE OF KANSAS, INC.
|
2005064
|
COMPUTER PROFESSIONAL RESOURCES, INC.
|
2420602
|
CONSOLIDATED BEARINGS COMPANY OF KANSAS, INC.
|
2560357
|
CORDES KEYNOTES AND SEMINARS, INC.
|
2786689
|
CYNO21 INC.
|
2807733
|
DAWSON SALES INC.
|
2351435
|
DBIG CO. INC.
|
953232
|
DEB OF KANSAS, INC.
|
1842400
|
DELTA PETROLEUM INC.
|
2297505
|
DOUBLE B RANCH, INC.
|
2728319
|
E&H MANAGEMENT GROUP, INC.
|
271817
|
EARL SCHEIB OF KANSAS, INC.
|
2710028
|
EASTBOROUGH, INC.
|
179697
|
EL CAUDILLO, INC.
|
2770709
|
EMPLOYMENT SERVICES, INC.
|
2369130
|
FAIRFOX FARM CORPORATION
|
779074
|
FIRST INTERSTATE BANCORPORATION, INC.
|
1804756
|
FIRSTCARE, INC.
|
155648
|
FORT HAYS RESTAURANT, INC.
|
2743979
|
GALIOS SYSTEMS, INC.
|
2329621
|
GH-WICHITA, INC.
|
647404
|
GM RESTAURANTS OF KANSAS, INC.
|
2610145
|
HEURISTIC SERVICES INC.
|
2718278
|
HME COMMUNICATIONS, INC.
|
2527018
|
HOPE WORLDWIDE-HEARTLAND, INC.
|
2161750
|
HOPKINS MANUFACTURING CORPORATION
|
2541951
|
HPB CORPORATION
|
2531606
|
HUTCHINSON MALL FOOTACTION, INC.
|
2756088
|
INKWELL DESIGNS, INC.
|
2768943
|
INTERNATIONAL ATONEMENT SERVICES, INC.
|
2526291
|
INTERNATIONAL CLAIMS ADMINISTRATORS, INC
|
2411577
|
IROQUOIS OF KANSAS, INC.
|
2800209
|
JTW VENDING, INC.
|
2679918
|
KAMEN SUPPLY COMPANY, INC.
|
2778876
|
KANSAS BEVERAGE COMPANY
|
2548725
|
KANSAS GAS MARKETING COMPANY
|
2457554
|
KANSAS GAS SERVICE COMPANY
|
2521730
|
KANSAS HEALTHCARE MANAGEMENT COMPANY, INC.
|
2526978
|
KANSAS SPEEDWAY CORPORATION
|
2784643
|
KANSAS SPEEDWAY DEVELOPMENT CORP.
|
2800647
|
KC CONSULTANTS, INC.
|
2646131
|
KCRW, INC.
|
150862
|
KENWOOD VIEW NURSING HOME, INC.
|
66522
|
KINDER MORGAN, INC.
|
27064302
|
L.A.F. INC.
|
1680057
|
LAWRENCE MEDICAL EQUIPMENT, INC.
|
2181410
|
LD CORPORATION
|
2734440
|
LENEXA KS. LINENS 'N THINGS, INC.
|
1634526
|
LIBERTY OIL COMPANY
|
2677789
|
LIONSGATE GOLF CLUB, INC.
|
2537405
|
LITTLE APPLE ENTERPRISES, INC.
|
2784288
|
LONE STAR NATIONAL INSURANCE COMPANY
|
2784270
|
LUMBERMENS NATIONAL INSURANCE COMPANY
|
2781706
|
M.O. HOUSING CORPORATION
|
1801976
|
MANAGED GROUP UNDERWRITING, INC.
|
2424141
|
MARKET CENTER GATHERING, INC.
|
1660810
|
MARQUIS GIUSEPPE SCICLUNA (1855-1907) INTERNATIONAL UNIVERSITY
|
2790673
|
MAZUROSKI INC.
|
2648517
|
MELDISCO K-M 13110 W. 62ND TERR., KS., INC.
|
2648509
|
MELDISCO K-M 4301 STATE AVE., KS., INC.
|
364265
|
MELVIN DEVELOPMENT COMPANY, INC.
|
2532224
|
METROPOLITAN MORTGAGE CORPORATION
|
2204998
|
MID CONTINENT MARKET CENTER, INC.
|
2393577
|
MILLER BUILDING SYSTEMS OF KANSAS, INC.
|
2717304
|
MO HOLDING CORP.
|
80739
|
MOLINE MANAGEMENT, INC.
|
146092
|
MOLINE RESTAURANT, INC.
|
1630433
|
NATIONAL MANUFACTURING, INC.
|
932277
|
NEONATOLOGY SERVICES, INC.
|
111294
|
NEW COLEMAN HOLDINGS INC.
|
2549400
|
SPRINT CREDIT GENERAL, INC.
|
2549418
|
SPRINT CREDIT LIMITED, INC.
|
2770790
|
SPRINT EBUSINESS, INC.
|
2502482
|
SPRINT PARANET, INC.
|
2688265
|
SPRINT SERVICES, INC.
|
2285146
|
STR MANAGEMENT CORP. OF KANSAS
|
2765758
|
TANGO VICTOR AVIATION, INC.
|
2707032
|
TAYLO, INC.
|
36061
|
TEREX-RO CORPORATION
|
2572964
|
THE BABCO CORPORATION
|
511352
|
TILDEN CORPORATION
|
2608453
|
TOPEKA/MANER CATERING CO., INC.
|
2472744
|
TREEHOUSE ENTERPRISES INC.
|
2659043
|
TRU-CIRCLE MERGING CORP.
|
1557073
|
UNITED TELESERVICES, INC.
|
2157071
|
UNIVERSAL UNDERWRITERS ACCEPTANCE CORPORATION
|
1794122
|
WESTVIEW MANOR HEALTHCARE ASSOCIATES, INC.
|
2169217
|
WICHITA MEDICAL CARE, INC.
|
1767292
|
WILLOWBEND DEVELOPMENT CORPORATION OF WICHITA
|
2426898
|
Y ROK INC
|
2387959
|
YOUTH ENTREPRENEURS OF KANSAS, INC.
|
RGO 53‑ |
KANSAS SECRETARY OF STATE
|
1.
|
I, Corporation Service Company, the resident agent for the entity(ies) listed below, do hereby certify that I have changed my name and/or the registered office address in the state of Kansas for the following business
entity(ies):
|
2.
|
Business entity ID number:
|
See attached list. |
This is not the Federal Employer ID Number (FEIN)
|
3.
|
Business entity name:
|
See attached list. |
Name must match the name on record with the Secretary of State.
|
4. |
State/Country of organization:
|
See attached list. |
5. | Current resident agent name and registered office address: | Corporation Service |
Company, 200 S.W. 30th Street, Topeka, Kansas 66611 |
|
|
Address must be a street address. A P.O. box is unacceptable.
|
6. | New resident agent name and registered office address: |
Corporation Service
|
Company, 2900 SW Wanamaker Drive, Suite 204, Topeka, Kansas 66614 | ||
Address must be a street address. A P.O. box is unacceptable.
|
7. | Effective date: | ☐ Upon filing | |
☒ Future effective date
|
July 13, 2012 |
8.
|
I declare under penalty or perjury under the laws of the state of Kansas that the foregoing is true and correct and that I have remitted the required fee.
|
Corporation Service Company
|
||
/s/ John H. Pelletier
|
July 6, 2012
|
|
Signature of resident agent
|
Date (month, day, year)
|
|
John H. Pelletier, Assistant Vice President
|
||
Name of signer (printed or typed)
|
Name
|
Mailing Address
|
Charles R, Wunsch
|
6200 Sprint Parkway
Overland Park, KS 66251
|
/s/ Charles R. Wunsch
|
|
Charles R. Wunsch
|
By:
|
/s/ Stephan K. Schnopp
|
|
|
Authorized Person
|
Name: |
Stefan K. Schnopp
|
|
Print or Type
|
By: |
/s/ Stefan K. Schnopp
|
|
Authorized Person
|
Name:
|
Stefan K. Schnopp
|
|
Print or Type
|
1. |
The name of the Limited Liability Company is: Sprint Enterprise Mobility, LLC.
|
2. |
That a Certificate of Conversion was filed by the Secretary of State of Delaware on August 28, 2017, and that said Certificate requires correction as permitted by Section 18-211 of the Limited Liability Company Act.
|
3. |
The inaccuracy or defect if said Certificate is: (must give specific reason)
|
4. |
The Certificate is hereby corrected to read as follows:
|
By: |
/s/ Katie True-Awtry
|
|
Authorized Person
|
Name: |
Katie True-Awtry
|
|
print or type
|
1. |
The name of the Limited Liability Company is: Sprint Enterprise Mobility, LLC.
|
2. |
That a Certificate of Formation was filed by the Secretary of State of Delaware on August 28, 2017, and that said Certificate requires correction as permitted by Section 18-211 of the Limited Liability Company Act.
|
3. |
The inaccuracy or defect if said Certificate is: (must give specific reason)
|
4. |
The Certificate is hereby corrected to read as follows:
|
By: |
/s/ Katie True-Awtry
|
|
Authorized Person
|
Name: |
Katie True-Awtry
|
|
Print or Type
|
By:
|
/s/ Stefan K. Schnopp
|
||
Name:
|
Stefan K. Schnopp
|
||
Title:
|
Vice President
|
Name
|
Mailing Address
|
S. Meigs Jones, III
|
2330 Shawnee Mission Parkway
Westwood, Kansas 66205
|
/s/ S. Meigs Jones, III
|
||
S. Meigs Jones, III
|
/s/ J. Richard Devlin
|
||
J. Richard Devlin
|
||
President
|
||
/s/ S. Meigs Jones, III
|
||
S. Meigs Jones, III
|
||
Secretary
|
/s/ John H. Pelletier
|
||
John H. Pelletier, Assistant Vice President
|
/s/ Vicki Schreiber
|
|
Vicki Schreiber, Asst. Secretary
|
1643477
|
AGENCY PREMIUM RESOURCE, INC.
|
1658947
|
ALBERT EINSTEIN (1879-1955) INTERNATIONAL ACADEMY FOUNDATION
|
2708261
|
ALLEN PARK TWO, INC.
|
2322428
|
ALLEN PARK, INC.
|
2646172
|
ANTHEM ENTERPRISES INC.
|
2797330
|
AVALON HOME HEALTH, INC.
|
2765766
|
BELL & ASSOCIATES, INC.
|
2032159
|
BELOIT NEWSPAPERS, INCORPORATED
|
2578805
|
BRIGADE GUN LEATHER, INC.
|
2590479
|
BRISTOL KANSAS BEVERAGE COMPANY
|
1589738
|
C. I. NASHVILLE, INC.
|
2508588
|
CAJUN1 GRILL OF GREAT PLAINS, INC.
|
2779106
|
CARRABBA'S MIDWEST, INC.
|
2784890
|
CASH FLOW SYSTEMS INC.
|
635805
|
CEC ENTERTAINMENT, INC.
|
2762920
|
CLEARDATA CONSULTING, INC.
|
852319
|
A CLUBHOUSE INNS OF AMERICA, INC.
|
2504660
|
COLLEGIATE GOLF CLUB OF KANSAS, INC.
|
2134534
|
COLLISION INDUSTRY ALLIANCE, INC.
|
2718260
|
COLONIAL GARDENS WATER, INC.
|
2226793
|
COMMUNITY HOSPICE OF KANSAS, INC.
|
2005064
|
COMPUTER PROFESSIONAL RESOURCES, INC.
|
2420602
|
CONSOLIDATED BEARINGS COMPANY OF KANSAS, INC.
|
2560357
|
CORDES KEYNOTES AND SEMINARS, INC.
|
2786689
|
CYNO21 INC.
|
2807733
|
DAWSON SALES INC.
|
2351435
|
DBIG CO. INC.
|
953232
|
DEB OF KANSAS, INC.
|
1842400
|
DELTA PETROLEUM INC.
|
2297505
|
DOUBLE B RANCH, INC.
|
2728319
|
E&H MANAGEMENT GROUP, INC.
|
271817
|
EARL SCHEIB OF KANSAS, INC.
|
2710028
|
EASTBOROUGH, INC.
|
179697
|
EL CAUDILLO, INC.
|
2770709
|
EMPLOYMENT SERVICES, INC.
|
2369130
|
FAIRFOX FARM CORPORATION
|
779074
|
FIRST INTERSTATE BANCORPORATION, INC.
|
1804756
|
FIRSTCARE, INC.
|
155648
|
FORT HAYS RESTAURANT, INC.
|
2743979
|
GALIOS SYSTEMS, INC.
|
2329621
|
GH-WICHITA, INC.
|
647404
|
GM RESTAURANTS OF KANSAS, INC.
|
2610145
|
HEURISTIC SERVICES INC.
|
2718278
|
HME COMMUNICATIONS, INC.
|
2527018
|
HOPE WORLDWIDE-HEARTLAND, INC.
|
2161750
|
HOPKINS MANUFACTURING CORPORATION
|
2541951
|
HPB CORPORATION
|
2531606
|
HUTCHINSON MALL FOOTACTION, INC.
|
2756088
|
INKWELL DESIGNS, INC.
|
2768943
|
INTERNATIONAL ATONEMENT SERVICES, INC.
|
2526291
|
INTERNATIONAL CLAIMS ADMINISTRATORS, INC
|
2411577
|
IROQUOIS OF KANSAS, INC.
|
2800209
|
JTW VENDING, INC.
|
2679918
|
KAMEN SUPPLY COMPANY, INC.
|
2778876
|
KANSAS BEVERAGE COMPANY
|
2548725
|
KANSAS GAS MARKETING COMPANY
|
2457554
|
KANSAS GAS SERVICE COMPANY
|
2521730
|
KANSAS HEALTHCARE MANAGEMENT COMPANY, INC.
|
2526978
|
KANSAS SPEEDWAY CORPORATION
|
2784643
|
KANSAS SPEEDWAY DEVELOPMENT CORP.
|
2800647
|
KC CONSULTANTS, INC.
|
2646131
|
KCRW, INC.
|
150862
|
KENWOOD VIEW NURSING HOME, INC.
|
66522
|
KINDER MORGAN, INC.
|
27064302
|
L.A.F. INC.
|
1680057
|
LAWRENCE MEDICAL EQUIPMENT, INC.
|
2181410
|
LD CORPORATION
|
2734440
|
LENEXA KS. LINENS 'N THINGS, INC.
|
1634526
|
LIBERTY OIL COMPANY
|
2677789
|
LIONSGATE GOLF CLUB, INC.
|
2537405
|
LITTLE APPLE ENTERPRISES, INC.
|
2784288
|
LONE STAR NATIONAL INSURANCE COMPANY
|
2784270
|
LUMBERMENS NATIONAL INSURANCE COMPANY
|
2781706
|
M.O. HOUSING CORPORATION
|
1801976
|
MANAGED GROUP UNDERWRITING, INC.
|
2424141
|
MARKET CENTER GATHERING, INC.
|
1660810
|
MARQUIS GIUSEPPE SCICLUNA (1855-1907) INTERNATIONAL UNIVERSITY
|
2790673
|
MAZUROSKI INC.
|
2648517
|
MELDISCO K-M 13110 W. 62ND TERR., KS., INC.
|
2648509
|
MELDISCO K-M 4301 STATE AVE., KS., INC.
|
364265
|
MELVIN DEVELOPMENT COMPANY, INC.
|
2532224
|
METROPOLITAN MORTGAGE CORPORATION
|
2204998
|
MID CONTINENT MARKET CENTER, INC.
|
2393577
|
MILLER BUILDING SYSTEMS OF KANSAS, INC.
|
2717304
|
MO HOLDING CORP.
|
80739
|
MOLINE MANAGEMENT, INC.
|
146092
|
MOLINE RESTAURANT, INC.
|
1630433
|
NATIONAL MANUFACTURING, INC.
|
932277
|
NEONATOLOGY SERVICES, INC.
|
111294
|
NEW COLEMAN HOLDINGS INC.
|
2410769
|
NOTARY BONDING CORPORATION OF KANSAS, INC.
|
2742336
|
NSPA ACQUISITION COMPANY, INC.
|
2056588
|
OLD API, INC.
|
155614
|
OMAHA RESTAURANT, INC.
|
2645380
|
ONEOK FINANCING COMPANY
|
2643005
|
ORION MANAGEMENT GROUP, INC.
|
2112852
|
PAYLESS SHOESOURCE DISTRIBUTION, INC.
|
2112589
|
PAYLESS SHOESOURCE MERCHANDISING, INC.
|
2078988
|
PAYLESS SHOESOURCE WORLDWIDE, INC.
|
2649218
|
PCS MANAGEMENT COMPANY
|
2704138
|
PEDERSEN PRODUCTIONS INC.
|
2123388
|
PITTSBURG C. I., INC.
|
2485811
|
PSS CANADA, INC.
|
2780302
|
PYFEN, INC.
|
2395986
|
RADIO 2000, KS, INC.
|
155606
|
ROSE ROOM, INC.
|
747741
|
SALINA WASTE SYSTEMS, INC.
|
2036580
|
SCHADEGG FAMILY INVESTMENTS CORPORATION
|
2661908
|
SEDONA AREA CITIZENS, INC.
|
2658946
|
SENIOR HEALTH CARE OF KANSAS, INC
|
2377257
|
SPACEMAKERS, INC.
|
2610111
|
SPC MANAGEMENT CORP. XVI
|
2549400
|
SPRINT CREDIT GENERAL, INC.
|
2549418
|
SPRINT CREDIT LIMITED, INC.
|
2770790
|
SPRINT EBUSINESS, INC.
|
2502482
|
SPRINT PARANET, INC.
|
2688265
|
SPRINT SERVICES, INC.
|
2285146
|
STR MANAGEMENT CORP. OF KANSAS
|
2765758
|
TANGO VICTOR AVIATION, INC.
|
2707032
|
TAYLO, INC.
|
36061
|
TEREX-RO CORPORATION
|
2572964
|
THE BABCO CORPORATION
|
511352
|
TILDEN CORPORATION
|
2608453
|
TOPEKA/MANER CATERING CO., INC.
|
2472744
|
TREEHOUSE ENTERPRISES INC.
|
2659043
|
TRU-CIRCLE MERGING CORP.
|
1557073
|
UNITED TELESERVICES, INC.
|
2157071
|
UNIVERSAL UNDERWRITERS ACCEPTANCE CORPORATION
|
1794122
|
WESTVIEW MANOR HEALTHCARE ASSOCIATES, INC.
|
2169217
|
WICHITA MEDICAL CARE, INC.
|
1767292
|
WILLOWBEND DEVELOPMENT CORPORATION OF WICHITA
|
2426898
|
Y ROK INC
|
2387959
|
YOUTH ENTREPRENEURS OF KANSAS, INC.
|
/s/ Thomas A. Gerke
|
||
Thomas A. Gerke
|
||
Vice President and Secretary
|
||
/s/ Michael T. Hyde
|
||
Michael T. Hyde
|
||
Assistant Secretary
|
RGO 53‑ |
KANSAS SECRETARY OF STATE
Change of Resident Agent Name and/or
Registered Office Address by
Resident Agent
|
2.
|
Business entity ID number:
|
See attached list.
|
This is not the Federal Employer ID Number (FEIN)
|
3.
|
Business entity name:
|
See attached list.
|
Name must match the name on record with the Secretary of State.
|
4.
|
State/Country of organization:
|
See attached list.
|
5.
|
Current resident agent name and registered office address:
|
Corporation Service Company, 200 S.W. 30th Street, Topeka, Kansas 66611
|
Address must be a street address. A P.O. box is unacceptable.
|
6.
|
New resident agent name and registered office address: | Corporation Service Company, 2900 SW Wanamaker Drive, Suite 204, Topeka, Kansas 66614 |
Address must be a street address. A P.O. box is unacceptable.
|
7.
|
Effective date:
|
☐ Upon filing |
☒ Future effective date
|
July 13, 2012 |
8. |
I declare under penalty or perjury under the laws of the state of Kansas that the foregoing is true and correct and that I have remitted the required fee.
|
Corporation Service Company
|
||
/s/ John H. Pelletier
|
July 6, 2012
|
|
Signature of resident agent
|
Date (month, day, year)
|
|
John H. Pelletier, Assistant Vice President
|
||
Name of signer (printed or typed)
|
Name
|
Mailing Address
|
Michael T. Hyde
|
2330 Shawnee Mission Parkway
Westwood, Kansas 66205
|
/s/ Michael T. Hyde
|
||
Michael T. Hyde
|
/s/ Donald Conklin
|
||
Donald Conklin, Assistant Vice President
|
/s/ Vicki Schreiber
|
|
Vicki Schreiber, Asst. Secretary
|
/s/ John H. Pelletier
|
|
John H. Pelletier, Assistant Vice President
|
232207
|
H. R. INSPECTION SERVICE, INC.
|
2858900
|
HANDYMAN’S HOME REMODELING, INC.
|
2599447
|
PSS INVESTMENT III, INC.
|
2528503
|
PSS LABOR LEASING, INC.
|
2900470
|
SPRINT EWIRELESS, INC.
|
2915981
|
SPRINT PCS CANADA HOLDINGS, INC.
|
2843225
|
WAT & FAM, INC.
|
Surviving Entity:
|
||
SPRINT eWIRELESS, INC.
|
||
/s/ Stefan K. Schnopp
|
||
Stefan K. Schnopp
|
||
Vice President
|
/s/ Katie True-Awtry
|
||
Katie True-Awtry
|
||
Asst. Secretary
|
Non-Surviving Entity:
|
||
VELOCITA WIRELESS HOLDING CORP.
|
||
/s/ Stefan K. Schnopp
|
||
Stefan K. Schnopp
|
||
Vice President
|
/s/ Katie True-Awtry
|
||
Katie True-Awtry
|
||
Asst. Secretary
|
/s/ Katie True-Awtry
|
||
Katie True-Awtry
|
||
Assistant Secretary of Sprint eWireless, Inc.
|
/s/ Lawrence G. Roberts
|
||
Lawrence G. Roberts
|
||
President
|
/s/ Philip M. Walker
|
|
Philip M. Walker
|
|
Secretary
|
/s/ Anthony A. Barnett
|
||
Anthony A. Barnett
|
||
President
|
/s/ Philip M. Walker
|
|
Philip M. Walker
|
|
Secretary
|
/s/ Lawrence G. Roberts
|
||
Lawrence G. Roberts
|
||
President
|
/s/ Philip M. Walker
|
|
Philip M. Walker
|
|
Secretary
|
GTE TELENET COMMUNICATIONS
CORPORATION
|
||
/s/
|
||
President
|
/s/ Cynthia Perkinson
|
|
Secretary
|
TELENET COMMUNICATIONS CORPORATION
|
||
/s/ Jack Greenberg
|
||
Vice President
|
/s/ Cynthia Perkinson
|
|
Assistant Secretary
|
(a) |
have custody of the corporate funds and securities and shall keep, or cause to be kept, full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit, or cause to be deposited, all monies
and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors;
|
(b) |
disburse, or cause to be disbursed, the funds of the Corporations as may be directed by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and directors, at all regular meetings of the
Board of Directors, or whenever they may require, an account of all of the transactions of the Corporation and its financial condition;
|
(c) |
give the Corporation a bond if required by the Board of Directors in a sum, and with one or more sureties, satisfactory to the Board of Directors for the faithful performance of the duties of the office of Treasurer and for the restoration
to the Corporation, in case of his death, resignation or retirement or removal from office, of all books, papers, vouchers, money and other property of whatever nature in his possession or under his control belonging to the Corporation.
|
(d) |
in general, perform all the duties incident to the office of Treasurer, and such other duties as from time to time may be assigned to him by the Board or by the chief executive office of the Corporation.
|
(a) |
exhibit at all reasonable times the books of account and records to any of the directors of the Corporation upon application during business hours at the office of the Corporation where such books and records are kept;
|
(b) |
render reports of the operations and business and of the condition of the finances of the Corporation to the Treasurer and at all regular meetings of the Board of Directors if called upon to do so, and at such other times as may be
requested by the Treasurer, the Board or any director, or by the chief executive officer of the Corporation;
|
(c) |
make periodic reports to the Treasurer of all receipts and disbursements and see that correct vouchers are taken for all disbursements for any purposes;
|
(d) |
in general perform all duties incident to the office of Controller, and such other duties as from time to time may be assigned to him by the Board or by the chief executive officer of the Corporation.
|
Name
|
Mailing Address
|
Michael T. Hyde
|
2330 Shawnee Mission Parkway
|
|
Westwood, Kansas 66205
|
|
/s/ Michael T. Hyde
|
|
Michael T. Hyde
|
|
/s/ John H. Pelletier
|
|
John H. Pelletier, Assistant Vice President
|
By
|
/s/ Vicki Schreiber
|
|
Vicki Schreiber, Asst. Secretary
|
1691997
|
ABILENE SUPER 8, INC.
|
644542
|
AGRI-GRAPHICS, INC.
|
61499
|
ALEXANDER & ALEXANDER OF KANSAS INC.
|
1834720
|
APPLIED BIOCONCEPTS INC.
|
2184588
|
ASC TELECOM, INC.
|
321141
|
ASSOCIATED CONSTRUCTION SERVICES, INC.
|
2200442
|
BED BATH & BEYOND OF OVERLAND PARK INC.
|
906057
|
CHARTER BEHAVIORAL HEALTH SYSTEM OF KANSAS CITY, INC.
|
931550
|
CHARTER WICHITA BEHAVIORAL HEALTH SYSTEM, INC.
|
746396
|
CHILI’S OF KANSAS, INC.
|
2242634
|
CHOICEPOINT HEALTH SYSTEMS INC.
|
2436640
|
COLUMBIA MID-WEST DIVISION, INC.
|
363747
|
DAY SURGERY, INC.
|
1668482
|
DIAMOND DEVELOPMENT, INC.
|
2221141
|
DODGE CITY HEALTHCARE PARTNER, INC.
|
406991
|
FASHION CONSPIRACY-KANSAS, INC.
|
2193290
|
FINANCIAL ALTERNATIVE RESOURCES, INC.
|
1572817
|
FINANCIAL PLANNING PARTNERS, LTD.
|
1634922
|
FRANK CRYSTAL & CO., INC. (MIDWEST).
|
2309078
|
GOLDEN ARCH OF KANSAS, INC.
|
584433
|
HARVEST BRANDS, INC.
|
2096469
|
HOST INTERNATIONAL, INC. OF KANSAS
|
65748
|
J.B.N. TELEPHONE COMPANY, INC.
|
589648
|
JOLLY OX CLUB OF KANSAS, INC.
|
697813
|
KAISER FOUNDATION HEALTH PLAN OF KANSAS CITY, INC.
|
244079
|
KANSAS CHRISTIAN HOME, INC. (DISCIPLES OF CHRIST)
|
786897
|
KANSAS HOSPITALITY SERVICES, INC.
|
1560200
|
KCWE-TV, INC.
|
2329373
|
KSA MANAGEMENT, INC.
|
820068
|
MCCAW COMMUNICATIONS OF ST. JOSEPH, INC.
|
457275
|
MCDONALD’S RESTAURANTS OF KANSAS, INC.
|
2446367
|
MEDICAL HOLDINGS, INC.
|
694646
|
MEDICAL MANAGEMENT, INC.
|
1597004
|
MEDITRUST OF KANSAS, INC.
|
2290062
|
MMS KANSAS CITY, INC.
|
741397
|
NATIONAL BASEBALL CONGRESS, INC.
|
7440472
|
NATIONAL DRUG & SAFETY LEAGUE
|
7228067
|
NATIONAL EMERGENCY MEDICINE ASSOCIATION, INC.
|
622456
|
NATIONAL ENVELOPE CORP.-MIDWEST
|
7190382
|
NORTH SHORE ANIMAL LEAGUE, INC.
|
698035
|
OB-GYN DIAGNOSTICS, INC.
|
2049013
|
OGDEN FOOD SERVICE CORPORATION OF KANSAS
|
2212561
|
OVERLAND PARK HOMECARE SERVICES, INC.
|
872259
|
PRECISIONAIRE OF THE MIDWEST, INC.
|
1632272
|
QUEST FUTURES GROUP, INC.
|
122713
|
SCI KANSAS FUNERAL SERVICES, INC.
|
916965
|
SECTION FOUR OF THE ROLLER SKATING RINK OPERATORS ASSOCIATION
|
633065
|
SERVICES OF KANSAS, INC.
|
41582
|
SJL OF KANSAS CORP.
|
2252583
|
SPRINT HEALTHCARE SYSTEMS, INC.
|
2429777
|
SPRINT INTERNATIONAL HOLDING, INC.
|
2283141
|
SPRINT IRIDIUM, INC.
|
2457125
|
SPRINT VENTURES, INC.
|
2389757
|
SPRINTCOM, INC.
|
865550
|
SURGICARE OF WICHITA, INC.
|
920033
|
SURGICENTER OF JOHNSON COUNTY, INC.
|
236968
|
THE AMERICAN ASSOCIATION OF TEACHERS OF SPANISH AND PORTUGUESE, INC.
|
2478600
|
TOTAL HEALTHCARE, INC.
|
2316792
|
UC PHONECO, INC.
|
86082
|
UNITED STATES CORPORATION COMPANY
|
2316800
|
UST PHONECO, INC.
|
1789445
|
UTI HOLDING COMPANY, INC.
|
2372076
|
VILLA P177A OF KANSAS, INC.
|
2372084
|
VILLA RESTAURANT, INC.
|
224956
|
WHCMB OVERLAND PARK, INC.
|
346452
|
WINDSOR AT BARCLAY SQUARE, INC.
|
556514
|
WINDSOR AT CEDARBROOKE, INC.
|
346445
|
WINDSOR AT EASTBOROUGH, INC.
|
346429
|
WINDSOR AT ROCKBOROUGH, INC.
|
556522
|
WINDSOR AT WOODBROOKE, INC.
|
556506
|
WINDSOR AT WOODGATE, INC.
|
1. |
The Agreement and Plan of Merger (“Agreement”) has been approved, adopted, certified and executed by each of the constituent corporations in accordance with K.S.A. 17-6701.
|
2. |
The name of the surviving corporation is Sprint International Holding, Inc. (the “Surviving Corporation”).
|
3. |
The Articles of Incorporation of the Surviving Corporation shall be the Articles of Incorporation.
|
4. |
The executed Agreement will be on file at the principal place of business of the Surviving Corporation.
|
5. |
A copy of the Agreement will be furnished by the Surviving Corporation upon request and without cost, to any stockholder of any constituent corporation.
|
6. |
The effective date of the Certificate of Ownership and Merger shall be effective upon filing.
|
|
Sprint International Holding, Inc.
|
|
|
|
/s/ Tom Gerke
|
|
Thomas A. Gerke, Vice President
|
/s/ Michael T. Hyde
|
|
Michael T. Hyde, Ass ant Secretary
|
|
|
5. Current resident agent name and |
|
The Prentice-Hall Corporation System, Kansas, Inc.
|
|
registered office address: |
|
Name |
|
Address must be a street address |
|
200 S.W. 30th Street
|
|
A PO box is unacceptable |
|
Street Address |
|
|
|
Topeka | Kansas | 66611 |
|
|
|
City | State | Zip |
|
6. New resident agent name and |
|
The Prentice-Hall Corporation System, Kansas, Inc.
|
|
registered office address: |
|
Name
|
|
Address must be a street address |
|
2900 S. Wanamaker Drive, Suite 204
|
|
A PO box is unacceptable
|
|
Street Address
|
|
|
|
Topeka | Kansas | 66614 |
|
|
|
City | State | Zip |
|
7. Effective date:
|
|
☐ | Upon filing |
|
|
|
☒ | Future effective date | July | 13, | 2012 |
|
|
|
|
|
Month | Day | Year |
|
8. I declare under penalty of perjury under the laws of the state of Kansas that the foregoing is true and correct and that I have remitted the required fee.
|
|
|
|
/s/ John H. Pelletier
|
|
July 6, 2012
|
|
Signature of resident agent
|
|
Date (month, day, year)
|
|
|
|
|
|
John H. Pelletier, Assistant Vice President
|
|
|
|
Name of signer (printed or typed)
|
|
|
(a) |
At every meeting of the stockholders each stockholder shall be entitled to one vote for each share of capital stock held by him.
|
(b) |
Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy.
|
(c) |
Each matter, other than election of directors, properly presented to any meeting shall be decided by a majority of the votes cast on the matter.
|
NAME
|
MAILING ADDRESS
|
K. L. Husfelt
|
100 West Tenth Street,
Wilmington, Delaware 19801
|
B. A. Schuman
|
100 West Tenth Street,
Wilmington, Delaware 19801
|
E. L. Kinsler
|
100 West Tenth Street,
Wilmington, Delaware 19801
|
/s/ K. L. Husfelt
|
||
K. L. Husfelt
|
||
/s/ B. A. Schuman
|
||
B. A. Schuman
|
||
/s/ E. L. Kinsler
|
||
E. L. Kinsler
|
|
“1. |
The name of the corporation is and shall be GTE Telenet Incorporated.”
|
GTE Communications Network Systems Incorporated
|
||||
By
|
|
/s/ Roger P. Vallo
|
||
|
|
Roger P. Vallo
|
||
|
|
President
|
ATTEST:
|
|||
By
|
|
/s/ Joel P. Mellis
|
|
|
|
Joel P. Mellis
|
|
|
|
Secretary
|
GTE TELENET INCORPORATED
|
||
/s/
|
||
President
|
Attest:
|
|
/s/ Jack Greenberg
|
|
Assistant Secretary
|
|
[SEAL]
|
1. |
The name of the corporation (hereinafter called the “corporation”) is
|
2. |
The registered office of the corporation within the State of Delaware is hereby changed to 22 South State Street, City of Dover 19901, County of Kent.
|
3. |
The registered agent of the corporation within the State of Delaware is hereby changed to The Prentice Hall Corporation System, Inc., the business office of which is identical with the registered office of the corporation as hereby
changed.
|
4. |
The corporation has authorized the changes hereinbefore set forth by resolution of its board of Directors.
|
Signed on August 1, 1988.
|
||
/s/ Jack Greenberg
|
||
Jack Greenberg, Vice-President
|
Attest:
|
|
/s/ Cynthia R. Perkinson
|
|
Cynthia R. Perkinson, Asst. Secretary
|
TELENET INCORPORATED
|
||
/s/ Jack Greenberg
|
||
Vice-President
|
Attest:
|
|
/s/ Cynthia Perkinson
|
|
Assistant Secretary
|
• |
First: The name of the limited liability company is Sprint International Network Company LLC.
|
• |
Second: The address of its registered office in the State of Delaware is 2711 Centerville Road Suite 400 in the City of Wilmington, DE 19808.
|
• |
The name of its Registered agent at such address is Corporation Service Company.
|
|
Sprint International Communications Company
|
||
|
|
|
|
|
BY: |
/s/ Thomas A. Gerke
|
|
|
|
|
Authorized Person
|
|
NAME: |
Thomas A. Gerke
|
|
|
|
|
Type of Print
|
|
Sprint International Communications Corporation, a Delaware corporation.
|
|
|
|
|
|
By: |
/s/ Timothy P. O’Grady
|
|
|
Name: Timothy P. O’Grady
|
|
|
Title: Vice President
|
|
/s/ Laura L. Ozenberger
|
|
Laura L. Ozenberger, Authorized Person
|
COX COMMUNICATIONS PCS, L.P.
|
|||
By Cox Pioneer Partnership, its General Partner
|
|||
By Cox Communications Pioneer, Inc., its Managing General Partner
|
|||
By:
|
/s/ Ted. J. Carrier
|
||
Name:
|
Ted J. Carrier
|
||
Title:
|
VP Finance and Administration
|
COX PCS ASSETS, L.L.C.
|
|||
By Cox Communications PCS, L.P., its sole Member
|
|||
By Cox Pioneer Partnership, its General Partner
|
|||
By Cox Communications Pioneer, Inc., its Managing General Partner
|
|||
By:
|
/s/ Ted. J. Carrier
|
||
Name:
|
Ted J. Carrier
|
||
Title:
|
VP Finance and Administration
|
Name
|
Mailing Address
|
|
Daniel E. Doherty
|
6200 Sprint Parkway
Overland Park, Kansas 66251
|
/s/ Daniel E. Doherty
|
|
Daniel E. Doherty
|
|
(a) |
At every meeting of the stockholders each stockholder shall be entitled to one vote for each share of capital stock held by him.
|
|
(a) |
Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy.
|
|
(b) |
Each matter, other than election of directors, properly presented to any meeting shall be decided by a majority of the votes cast on the matter.
|
|
(c) |
Election of directors and the vote on any other matter presented to a meeting shall be by written ballot.
|
1.)
|
The jurisdiction where the Limited Partnership first formed is Delaware.
|
2.)
|
The jurisdiction immediately prior to filing this Certificate is Delaware.
|
3.)
|
The date the Limited Partnership first formed is 03/29/1995.
|
4.) |
The name of the Limited Partnership immediately prior to filing this Certificate Is Sprint Spectrum Holding Company, L.P.
|
5.) |
The name of the Limited Liability Company as set forth in the Certificate of Formation is Sprint Spectrum Holding Company, LLC.
|
By:
|
/s/ Timothy O’Grady
|
|||
Authorized Person
|
||||
Name:
|
Timothy O’Grady, Vice President
|
|||
Print or Type
|
By:
|
/s/ Timothy O’Grady
|
|||
Authorized Person
|
||||
Name:
|
Timothy O’Grady, Vice President
|
Sprint Enterprises, L.P.
|
40%
|
SWV Six, Inc.
|
30%
|
SWV One Telephony, LLC
|
15%
|
SWV Two Telephony, LLC
|
15%
|
SPRINT ENTERPRISES, L.P.
As Managing Member
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
SWV SIX, INC.
As Member
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
SWV ONE TELEPHONY, LLC
As Member
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
SWV TWO TELEPHONY, LLC
As Member
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
1. |
Article 11 Definition for “Managing Member” of the Agreement is hereby amended and replaced in its entirety with the following:
|
|
2. |
Article II Definition for “Members” of the Agreement is hereby amended and replaced in its entirety with the following:
|
|
3. |
Article 111 Section 3.1 Capital of the Agreement is hereby amended to replace the Member owner percentages with the following:
|
Sprint Enterprises, L.P.
|
40%
|
SWV Six, Inc.
|
30%
|
SWV Two, Inc.
|
15%
|
SWV Four, Inc.
|
15%
|
SPRINT ENTERPRISES, L.P.
As former Managing Member
|
SWV SIX, INC.
As new Managing Member
|
|||
By: |
/s/ Stefan K. Schnopp
|
By: |
/s/ Stefan K. Schnopp
|
|
Stefan K. Schnopp, Vice President
|
Stefan K. Schnopp, Vice President
|
|||
SWV TWO, INC.
As Member
|
SWV FOUR, INC.
As Member
|
|||
By: |
/s/ Stefan K. Schnopp
|
By: |
/s/ Stefan K. Schnopp
|
|
Stefan K. Schnopp, Vice President
|
Stefan K. Schnopp, Vice President
|
|
MAJORCO, L.P.,
as General Partner
|
|||
|
||||
|
By:
|
Sprint Spectrum, L.P., a General Partner
|
||
|
|
|
||
|
|
By:
|
/s/ Don A. Jensen
|
|
|
|
|
||
|
|
|
Title:
|
Vice President
|
|
SPRINT SPECTRUM HOLDING COMPANY, L.P. as General Partner
|
||
|
|||
|
By:
|
/s/ Robert M. Meumeister, Jr.
|
|
|
|||
|
Name
|
Robert M. Meumeister, Jr.
|
|
|
Title:
|
Chief Financial Officer
|
|
/s/ Charles Wunsch
|
|
|
Sprint Spectrum Holding, L.P. General Partner
|
|
|
By:
|
Charles Wunsch
|
|
Assistant Secretary
|
By:
|
/s/ Stefan K. Schnopp
|
||
General Partner
|
|||
Name
|
Stefan K. Schnopp Vice President of Sprint Spectrum Holding Company, LLC, General Partner
|
||
Print or type
|
By:
|
/s/ Stefan K. Schnopp
|
||
General Partner
|
|||
Name
|
Stefan K. Schnopp Vice President of Sprint Spectrum Holding Company, LLC, General Partner
|
||
Print or type
|
By:
|
/s/ Stefan K. Schnopp
|
||
General Partner
|
|||
Name
|
Stefan K. Schnopp Vice President of Sprint Spectrum Holding Company, LLC, General Partner
|
||
Print or type
|
|
By:
|
/s/ Stefan K. Schnopp
|
|
|
General Partner
|
||
|
|||
|
Name
|
Stefan K. Schnopp Vice President of Sprint Spectrum Holding Company, LLC, General Partner
|
|
|
Print or type
|
|
By:
|
/s/ Stefan K. Schnopp
|
|
|
General Partner
|
||
|
|||
|
Name
|
Stefan K. Schnopp Vice President of Sprint Spectrum Holding Company, LLC, General Partner
|
|
|
Print or type
|
By:
|
/s/ Stefan K. Schnopp
|
||
General Partner
|
|||
Name
|
Stefan K. Schnopp Vice President of Sprint Spectrum Holding Company, LLC, General Partner
|
||
Print or type
|
|
By:
|
/s/ Stefan K. Schnopp
|
|
|
General Partner
|
||
|
|||
|
Name
|
Stefan K. Schnopp Vice President of Sprint Spectrum Holding Company, LLC, General Partner
|
|
|
Print or type
|
|
By:
|
/s/ Stefan K. Schnopp
|
|
|
General Partner
|
||
|
|||
|
Name
|
Stefan K. Schnopp Vice President of Sprint Spectrum Holding Company, LLC, General Partner
|
|
|
Print or type
|
|
By:
|
/s/ Stefan K. Schnopp
|
|
|
General Partner
|
||
|
|||
|
Name
|
Stefan K. Schnopp Vice President of Sprint Spectrum Holding Company, LLC, General Partner
|
|
|
Print or type
|
By:
|
/s/ Stefan K. Schnopp
|
||
General Partner
|
|||
Name
|
Stefan K. Schnopp Vice President of Sprint Spectrum Holding Company, LLC, General Partner
|
||
Print or type
|
By:
|
/s/ Stefan K. Schnopp
|
||
General Partner
|
|||
Name
|
Stefan K. Schnopp Vice President of Sprint Spectrum Holding Company, LLC, General Partner
|
||
Print or type
|
By:
|
/s/ Stefan K. Schnopp
|
||
General Partner
|
|||
Name
|
Stefan K. Schnopp Vice President of Sprint Spectrum Holding Company, LLC, General Partner
|
||
Print or type
|
|
By:
|
/s/ Stefan K. Schnopp
|
|
|
General Partner
|
||
|
|||
|
Name
|
Stefan K. Schnopp Vice President of Sprint Spectrum Holding Company, LLC, General Partner
|
|
|
Print or type
|
|
By:
|
/s/ Stefan K. Schnopp
|
|
|
General Partner
|
||
|
|||
|
Name
|
Stefan K. Schnopp Vice President of Sprint Spectrum Holding Company, LLC, General Partner
|
|
|
Print or type
|
|
By:
|
/s/ Stefan K. Schnopp
|
|
|
General Partner
|
||
|
|||
|
Name
|
Stefan K. Schnopp Vice President of Sprint Spectrum Holding Company, LLC, General Partner
|
|
|
Print or type
|
|
By:
|
/s/ Stefan K. Schnopp
|
|
|
General Partner
|
||
|
|||
|
Name
|
Stefan K. Schnopp Vice President of Sprint Spectrum Holding Company, LLC, General Partner
|
|
|
Print or type
|
|
By:
|
/s/ Stefan K. Schnopp
|
|
|
General Partner
|
||
|
|||
|
Name
|
Stefan K. Schnopp Vice President of Sprint Spectrum Holding Company, LLC, General Partner
|
|
|
Print or type
|
By:
|
/s/ Stefan K. Schnopp
|
||
General Partner
|
|||
Name
|
Stefan K. Schnopp Vice President of Sprint Spectrum Holding Company, LLC, General Partner
|
||
Print or type
|
|
By:
|
/s/ Stefan K. Schnopp
|
|
|
General Partner
|
||
|
|||
|
Name
|
Stefan K. Schnopp Vice President of Sprint Spectrum Holding Company, LLC, General Partner
|
|
|
Print or type
|
|
By:
|
/s/ Stefan K. Schnopp
|
|
|
General Partner
|
||
|
|||
|
Name
|
Stefan K. Schnopp Vice President of Sprint Spectrum Holding Company, LLC, General Partner
|
|
|
Print or type
|
|
By:
|
/s/ Stefan K. Schnopp
|
|
|
General Partner
|
||
|
|||
|
Name
|
Stefan K. Schnopp Vice President of Sprint Spectrum Holding Company, LLC, General Partner
|
|
|
Print or type
|
By:
|
/s/ Stefan K. Schnopp
|
||
General Partner
|
|||
Name
|
Stefan K. Schnopp Vice President of Sprint Spectrum Holding Company, LLC, General Partner
|
||
Print or type
|
SECTION I. THE PARTNERSHIP
|
1
|
||
|
1.1
|
Formation
|
1
|
|
1.2
|
Name
|
1
|
|
1.3
|
Purpose
|
1
|
|
1.4
|
Principal Executive Office
|
2
|
|
1.5
|
Term
|
2
|
|
1.6
|
Filings: Agent for Service of Process
|
2
|
|
1.7
|
Title to Property
|
2
|
|
1.8
|
Payments of Individual Obligations
|
3
|
|
1.9
|
Independent Activities
|
3
|
|
1.10
|
Definitions
|
3
|
|
1.11
|
Terms Generally
|
10
|
|
|||
SECTION II. PARTNERS’ CAPITAL CONTRIBUTIONS
|
10
|
||
|
2.1
|
Partners’ Original Capital Contributions
|
10
|
|
2.2
|
Additional Capital Contributions
|
11
|
|
2.3
|
Partnership Funds
|
11
|
|
2.4
|
Partnership Borrowings
|
11
|
|
2.5
|
Other Matters
|
11
|
|
|||
SECTION III. ALLOCATIONS
|
12
|
||
|
3.1
|
Profits
|
12
|
|
3.2
|
Losses
|
12 |
|
3.3
|
Special Allocations
|
13 |
|
3.4
|
Curative Allocations
|
14
|
|
3.5
|
Loss Limitation
|
14
|
|
3.6
|
Other Allocation Rules
|
15
|
|
3.7
|
Tax Allocations: Code Section 704 (c)
|
15
|
|
|||
SECTION IV. DISTRIBUTIONS
|
16
|
||
|
4.1
|
Available Cash
|
16
|
|
4.2
|
Amounts Withheld
|
16
|
|
|||
SECTION V. MANAGEMENT
|
16
|
||
|
5.1
|
Authority of the General Partner
|
16
|
|
5.2
|
Delegation
|
16
|
|
5.3
|
Employees
|
16
|
|
5.4
|
Liability of Partners and Partnership Employees
|
17
|
|
5.5
|
Indemnification
|
17
|
|
5.6
|
Temporary Investments
|
18
|
|
|||
SECTION VI. ACCOUNTING, BOOKS AND RECORDS
|
19 | ||
|
6.1
|
Accounting, Books and Records
|
19
|
|
6.2
|
Reports
|
19
|
|
6.3
|
Tax Returns and Information
|
19
|
SECTION VII. TRANSFERS OF INTERESTS
|
19
|
||
|
7.1
|
Restriction on Transfers
|
19
|
|
7.2
|
Prohibited Dispositions
|
19
|
|
|||
SECTION VIII. DISSOLUTION AND WINDING UP
|
20
|
||
|
8.1
|
Liquidating Events
|
20
|
|
8.2
|
Winding Up
|
20
|
|
8.3
|
Compliance With Certain Requirements of Regulations; Deficit Capital Accounts
|
21
|
|
8.4
|
Deemed Distribution and Recontribution
|
21
|
|
8.5
|
Rights of Partners
|
22
|
|
|||
SECTION IX. MISCELLANEOUS
|
22
|
||
|
9.1
|
Notices
|
22
|
|
9.2
|
Binding Effect
|
23
|
|
9.3
|
Construction
|
23
|
|
9.4
|
Time
|
23
|
|
9.5
|
Table of Contents; Headings
|
23
|
|
9.6
|
Severability
|
23
|
|
9.7
|
Incorporation by Reference
|
23
|
|
9.8
|
Further Action
|
23
|
|
9.9
|
Governing Law
|
23
|
|
9.10
|
Waiver of Action for Partition; No Bill For Partnership Accounting
|
24
|
|
9.11
|
Counterpart Execution
|
24
|
|
9.12
|
Sole and Absolute Discretion
|
24
|
|
9.13
|
Specific Performance
|
24
|
|
9.14
|
Entire Agreement
|
24
|
|
9.15
|
Limitation on Rights of Others
|
24
|
|
9.16
|
Waivers; Remedies
|
24
|
|
9.17
|
Jurisdiction; Consent to Service of Process
|
25
|
|
9.18
|
Waiver of Jury Trial
|
25
|
|
9.19
|
No Right of Set-Off
|
25
|
|
9.20
|
Amendment
|
25
|
|
MAJORCO, L.P.,
|
||
|
General Partner
|
||
|
|
||
|
By: Sprint Spectrum, L.P., a General Partner
|
||
|
|
||
|
By:
|
/s/ Don A. Jensen
|
|
|
|
Title: Vice President
|
|
|
MINORCO, L.P.,
|
||
|
Limited Partner
|
||
|
|
||
|
By Sprint Spectrum, L.P., a General Partner
|
||
|
|||
|
By:
|
/s/ Don A. Jensen
|
|
|
|
Title: Vice President
|
|
Partner
|
Original Capital Contribution
|
|
MajorCo, L.P.
9221 Ward Parkway Suite 100
Kansas City, Missouri 64114
Telecopy: 913-624-6897
|
A 98.9824095% partnership interest in WirelessCo, with an initial Gross Asset Value of $486,356,764.00
|
|
|
|
|
MinorCo, L.P.
9221 Ward Parkway Suite 100
Kansas City, Missouri 64114
Telecopy: 913-624-6897
|
$5,000,000.00
|
|
MAJORCO, L.P.,
|
||
|
General Partner
|
||
|
|
||
|
By: Sprint Spectrum, L.P., a General Partner
|
||
|
|||
|
By:
|
/s/ Don A. Jensen
|
|
|
|
Don A. Jensen
|
|
|
|
Vice President and Secretary MINORCO, LP
|
|
MINORCO, L.P.,
|
||
|
General Partner
|
||
|
|||
|
By: Sprint Spectrum, L.P., a General Partner
|
||
|
|
||
|
By:
|
/s/ Don A. Jensen
|
|
|
|
Don A. Jensen
|
|
|
|
Vice President
|
NAME
|
|
ADDRESS
|
Sprint Spectrum L.P.
|
|
4717 Grand, Fifth Floor
Kansas City, Missouri 64112
|
|
SPRINT SPECTRUM L.P.,
|
||
|
as General Partner
|
||
|
By:
|
/s/ Charles Wunsch
|
|
|
|
Charles Wunsch
|
|
|
|
Assistant Secretary
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Timothy P. O’Grady
|
||
|
Authorized Person
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Timothy P. O’Grady
|
|||
Authorized Person
|
Sprint Spectrum L.P.
|
99%
|
MinorCo, LLC
|
l%
|
SPRINT SPECTRUM L.P.
|
|||
As Managing Member
|
|||
By:
|
/s/ Timothy O’Grady
|
||
Timothy O’Grady
|
|||
Vice President
|
|||
MINORCO, LLC
|
|||
As Member
|
|||
By:
|
/s/ Timothey O’Grady
|
||
Timothy O’Grady
|
|||
Vice President
|
|
1. |
To provide all of those management, professional, management, financial, technical, administrative and advisory services which are or may become necessary to achieve the most efficient and purposeful operation of the corporation’s
affiliated entities.
|
|
2. |
To engage in any lawful act or activity for which corporations may be organized under the general Kansas Corporation Code.
|
/s/ Marion W. O’Neill
|
|
UNITED TELEPHONE SYSTEM, INC.
|
||
By:
|
/s/ Don A. Jensen
|
|
Don A. Jensen
|
||
Vice President
|
/s/ Michael T. Hyde
|
|
Michael T. Hyde
|
|
Assistant Secretary
|
SPRINT/UNITED MANAGEMENT COMPANY
|
||
By:
|
/s/ Don A. Jensen
|
|
Don A. Jensen
|
||
Vice President
|
/s/ Michael T. Hyde
|
|
Michael T. Hyde
|
|
Assistant Secretary
|
/s/ Michael T. Hyde
|
|
Michael T. Hyde, Assistant Secretary
|
/s/ Michael T. Hyde
|
|
Michael T. Hyde, Assistant Secretary
|
SPRINT/UNITED MANAGEMENT COMPANY
|
||
By:
|
/s/ Don A. Jensen
|
|
Don A. Jensen
|
||
Vice President - Law
|
/s/ Michael T. Hyde
|
|
Michael T. Hyde
|
|
Assistant Secretary
|
SHARON AVIATION, INC.
|
||
By:
|
/s/ Joe B. Gibson
|
|
Vice President
|
/s/ Don. A Jensen
|
|
Assistant Secretary
|
SPRINT/UNITED MANAGEMENT COMPANY
|
||
By:
|
/s/ Don A. Jensen
|
|
Vice President
|
/s/Marion W. O’Neill
|
|
Secretary
|
SPRINT/UNITED MANAGEMENT COMPANY
|
||
By:
|
/s/ Don A. Jensen
|
|
Vice President
|
/s/ Marion W. O’Neill
|
|
Secretary
|
SHARON AVIATION, INC.
|
||
By:
|
/s/ Joe B. Gibson
|
|
Vice President
|
/s/ Don A. Jensen
|
|
Assistant Secretary
|
/s/ Marion W. O’Neill
|
|
Marion W. O’Neill, Secretary
|
/s/ Don A. Jensen
|
|
Don A. Jensen, Assistant Secretary
|
Secretary of State/Corporation Division
Corporation Change of Registered Office or Agent
|
|
|
a corporation organized and existing under and by virtue of the laws of the state of Kansas, do hereby certify that at a meeting of the board of directors of said corporation the following resolution was duly adopted:
|
Do not write in this space.
|
|
Be it resolved that the Registered Office in the State of Kansas of said corporation be
|
2330 Shawnee Mission Parkway, Westwood, Johnson County, Kansas 66205
|
||||
Street and Number
|
Town or City
|
County
|
State
|
Zip Code
|
Michael T. Hyde
|
Individual or Kansas Corporation
|
/s/ Don A. Jensen
|
|
Vice President
|
|
/s/ Carolyn S. Love
|
|
Secretary
|
Kansas Secretary of State
Corporation Change of Registered Office or Agent
|
1. Name of the Corporation
|
|
Sprint/United Management Company
|
|
Name must match the name on record with the Secretary of State
|
2. State of organization
|
Kansas | |
3. The registered office in the state of Kansas is changed to: (address much be a street address. A
post office both is unacceptable.)
|
200 S.W. 30th Street, Topeka, Shawnee, Kansas 66611
|
|||
Street Address
|
City
|
State
|
Zip Code
|
Corporation Service Company
|
Individual or Kansas Corporation
|
/s/ Thomas A. Gerke
|
|
President or Vice President Thomas A. Gerke
|
|
Vice President-Law
|
|
/s/ Michael T. Hyde
|
|
Secretary or Assistant Secretary Michael T. Hyde,
|
|
Assistant Secretary
|
Contact Information
Kansas Secretary of State
Ron Thornburgh
Memorial Hall, 1st Floor
120 SW 10th Avenue
Topeka, KS 66612-1240
785-296-4564
kkos@kkos.or
www.kkos.org
|
RGO
53- 25
|
KANSAS SECRETARY OF STATE
Change of Resident Agent Name and/or
Registered Office Address by
Resident Agent
|
CONTACT: Kansas Office of the Secretary of State
|
|||
Memorial Hall, 1st Floor
120 S.W. 10th Avenue
Topeka, KS 66612-1594
|
(785) 296-4564
kssos@soS.ks.gov
www.sos.ks.gov
|
|
5. Current resident agent name and |
|
Corporation Service Company
|
|
registered office address: |
|
Name |
|
Address must be a street address |
|
200 S.W. 30th Street
|
|
A PO box is unacceptable |
|
Street Address |
|
|
|
Topeka | Kansas | 66611 |
|
|
|
City | State | Zip |
|
6. New resident agent name and |
|
Corporation Service Company
|
|
registered office address: |
|
Name
|
|
Address must be a street address |
|
2900 S. Wanamaker Drive, Suite 204
|
|
A PO box is unacceptable
|
|
Street Address
|
|
|
|
Topeka | Kansas | 66614 |
|
|
|
City | State | Zip |
|
7. Effective date:
|
|
☐ | Upon filing |
|
|
|
☒ | Future effective date | July | 13, | 2012 |
|
|
|
|
|
Month | Day | Year |
|
8. I declare under penalty of perjury under the laws of the state of Kansas that the foregoing is true and correct and that i have remitted the required fee.
|
|
|
|
/s/ John H. Pelletier
|
|
July 6, 2012
|
|
Signature of resident agent
|
|
Date (month, day, year)
|
|
|
|
|
|
John H. Pelletier, Assistant Vice President
|
|
|
|
Name of signer (printed or typed)
|
|
|
Name
Daniel E. Doherty
|
Mailing Address
2330 Shawnee Mission Parkway
Westwood, Kansas 66205
|
|
/s/Daniel E. Doherty
|
Daniel E. Doherty
|
|
/s/ John H. Pelletier
|
|
John H. Pelletier, Assistant Vice President
|
By |
/s/ Vicki Schreiber
|
|
Vicki Schreiber, Asst. Secretary
|
|
1691997 |
ABILENE SUPER 8, INC.
|
644542
|
AGRI-GRAPHICS, INC.
|
61499
|
ALEXANDER & ALEXANDER OF KANSAS INC.
|
1834720
|
APPLIED BIOCONCEPTS INC.
|
2184588
|
ASC TELECOM, INC.
|
321141
|
ASSOCIATED CONSTRUCTION SERVICES, INC.
|
2200442
|
BED BATH & BEYOND OF OVERLAND PARK INC.
|
906057
|
CHARTER BEHAVIORAL HEALTH SYSTEM OF KANSAS CITY, INC.
|
931550
|
CHARTER WICHITA BEHAVIORAL HEALTH SYSTEM, INC.
|
746396
|
CHILI’S OF KANSAS, INC.
|
2242634
|
CHOICEPOINT HEALTH SYSTEMS INC.
|
2436640
|
COLUMBIA MID-WEST DIVISION, INC.
|
363747
|
DAY SURGERY, INC.
|
1668482
|
DIAMOND DEVELOPMENT, INC.
|
2221141
|
DODGE CITY HEALTHCARE PARTNER, INC.
|
406991
|
FASHION CONSPIRACY-KANSAS, INC.
|
2193290
|
FINANCIAL ALTERNATIVE RESOURCES, INC.
|
1572817
|
FINANCIAL PLANNING PARTNERS, LTD.
|
1634922
|
FRANK CRYSTAL & CO., INC. (MIDWEST).
|
2309078
|
GOLDEN ARCH OF KANSAS, INC.
|
584433
|
HARVEST BRANDS, INC.
|
2096469
|
HOST INTERNATIONAL, INC. OF KANSAS
|
65748
|
J.B.N. TELEPHONE COMPANY, INC.
|
589648
|
JOLLY OX CLUB OF KANSAS, INC.
|
697813
|
KAISER FOUNDATION HEALTH PLAN OF KANSAS CITY, INC.
|
244079
|
KANSAS CHRISTIAN HOME, INC. (DISCIPLES OF CHRIST)
|
786897
|
KANSAS HOSPITALITY SERVICES, INC.
|
1560200
|
KCWE-TV, INC.
|
2329373
|
KSA MANAGEMENT, INC.
|
820068
|
MCCAW COMMUNICATIONS OF ST. JOSEPH, INC.
|
457275
|
MCDONALD’S RESTAURANTS OF KANSAS, INC.
|
2446367
|
MEDICAL HOLDINGS, INC.
|
694646
|
MEDICAL MANAGEMENT, INC.
|
1597004
|
MEDITRUST OF KANSAS, INC.
|
2290062
|
MS KANSAS CITY, INC.
|
741397
|
NATIONAL BASEBALL CONGRESS, INC.
|
7440472
|
NATIONAL DRUG & SAFETY LEAGUE
|
7228067
|
NATIONAL EMERGENCY MEDICINE ASSOCIATION, INC.
|
622456
|
NATIONAL ENVELOPE CORP.-MIDWEST
|
7190382
|
NORTH SHORE ANIMAL LEAGUE, INC.
|
698035
|
OB-GYN DIAGNOSTICS, INC.
|
2049013
|
OGDEN FOOD SERVICE CORPORATION OF KANSAS
|
2212561
|
OVERLAND PARK HOMECARE SERVICES, INC.
|
872259
|
PRECISIONAIRE OF THE MIDWEST, INC.
|
1632272
|
QUEST FUTURES GROUP, INC.
|
122713
|
SCI KANSAS FUNERAL SERVICES, INC.
|
916965
|
SECTION FOUR OF THE ROLLER SKATING RINK OPERATORS ASSOCIATION
|
633065
|
SERVICES OF KANSAS, INC.
|
41582
|
SJL OF KANSAS CORP.
|
2252583
|
SPRINT HEALTHCARE SYSTEMS, INC.
|
2429777
|
SPRINT INTERNATIONAL HOLDING, INC.
|
2283141
|
SPRINT IRIDIUM, INC.
|
2457125
|
SPRINT VENTURES, INC.
|
2389757
|
SPRINTCOM, INC.
|
865550
|
SURGICARE OF WICHITA, INC.
|
920033
|
SURGICENTER OF JOHNSON COUNTY, INC.
|
236968
|
THE AMERICAN ASSOCIATION OF TEACHERS OF SPANISH AND PORTUGUESE, INC.
|
2478600
|
TOTAL HEALTHCARE, INC.
|
2316792
|
UC PHONECO, INC.
|
86082
|
UNITED STATES CORPORATION COMPANY
|
2316800
|
UST PHONECO, INC.
|
1789445
|
UTI HOLDING COMPANY, INC.
|
2372076
|
VILLA P177A OF KANSAS, INC.
|
2372084
|
VILLA RESTAURANT, INC.
|
224956
|
WHCMB OVERLAND PARK, INC.
|
346452
|
WINDSOR AT BARCLAY SQUARE, INC.
|
556514
|
WINDSOR AT CEDARBROOKE, INC.
|
346445
|
WINDSOR AT EASTBOROUGH, INC.
|
346429
|
WINDSOR AT ROCKBOROUGH, INC.
|
556522
|
WINDSOR AT WOODBROOKE, INC.
|
556506
|
WINDSOR AT WOODGATE, INC.
|
RGO
53- 25
|
KANSAS SECRETARY OF STATE
Change of Resident Agent Name and/or
Registered Office Address by
Resident Agent
|
|
CONTACT: Kansas Office of the Secretary of State
|
|||
Memorial Hall, 1st Floor
120 S.W. 10th Avenue
Topeka, KS 66612-1594
|
(785) 296-4564
kssos@sos.ks.gov
www.sos.ks.gov
|
|
5. Current resident agent name and |
|
The Prentice-Hall Corporation System, Kansas, Inc.
|
|
registered office address: |
|
Name |
|
Address must be a street address |
|
200 S.W. 30th Street
|
|
A PO box is unacceptable |
|
Street Address |
|
|
|
Topeka | Kansas | 66611 |
|
|
|
City | State | Zip |
|
6. New resident agent name and |
|
The Prentice-Hall Corporation System, Kansas, Inc.
|
|
registered office address: |
|
Name
|
|
Address must be a street address |
|
2900 S. Wanamaker Drive, Suite 204
|
|
A PO box is unacceptable
|
|
Street Address
|
|
|
|
Topeka | Kansas | 66614 |
|
|
|
City | State | Zip |
|
7. Effective date:
|
|
☐ | Upon filing |
|
|
|
☒ | Future effective date | July | 13, | 2012 |
|
|
|
|
|
Month | Day | Year |
|
8. I declare under penalty of perjury under the laws of the state of Kansas that the foregoing is true and correct and that I have remitted the required fee.
|
|
|
|
/s/ John H. Pelletier
|
|
July 6, 2012
|
|
Signature of resident agent
|
|
Date (month, day, year)
|
|
|
|
|
|
John H. Pelletier, Assistant Vice President
|
|
|
|
Name of signer (printed or typed)
|
|
|
Surviving Entity:
|
||
SPRINTCOM, INC.
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
|
Timothy P. O’Grady
|
|
|
Vice-President
|
ATTEST:
|
||
/s/ Stefan K. Schnopp
|
||
Stefan K. Schnopp
|
||
Assistant Secretary
|
Non-Surviving Entity:
|
||
US UNWIRED, Inc.
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
|
Timothy P. O’Grady
|
|
|
Vice-President
|
ATTEST:
|
||
/s/ Stefan K. Schnopp
|
||
Stefan K. Schnopp
|
||
Assistant Secretary
|
Stefan K. Schnopp
|
|
Stefan K. Schnopp
|
|
Assistant Secretary of SprintCom, Inc.
|
Surviving Entity:
|
|||
SPRINTCOM, INC.
|
|||
By:
|
/s/
|
Timothy P. O’Grady
|
|
|
Timothy P. O’Grady
|
||
|
Vice President
|
ATTEST:
|
||
/s/ Stefan K. Schnopp
|
||
Stefan K. Schnopp
|
||
Assistant Secretary
|
Non-Surviving Entity:
|
|||
UBIQUITEL OPERATING COMPANY
|
|||
By:
|
/s/
|
Timothy P. O’Grady | |
|
Timothy P. O’Grady
|
||
|
Vice President
|
ATTEST:
|
||
/s/ Stefan K. Schnopp
|
||
Stefan K. Schnopp
|
||
Assistant Secretary
|
Stefan K. Schnopp
|
|
Stefan K. Schnopp
|
|
Assistant Secretary of SprintCom, Inc.
|
By:
|
/s/ Timothy P. O’Grady
|
|
Authorized Officer
|
Name:
|
Timothy P. O’Grady
|
|
Print of Type
|
||
|
||
Title:
|
Vice President
|
|
AGREEMENT AND PLAN OF MERGER
OF
S-N GC GP, INC.
(a Delaware corporation)
and
SPRINTCOM, INC.
(a Kansas corporation)
|
Surviving Entity:
|
|||
SPRINTCOM, INC.
|
|||
By:
|
/s/
|
Timothy P. O’Grady | |
|
Timothy P. O’Grady
|
||
|
Vice-President
|
ATTEST:
|
||
/s/ Stefan K. Schnopp
|
||
Stefan K. Schnopp
|
||
Assistant Secretary
|
Non-Surviving Entity:
|
|||
S-N GC GP, INC.
|
|||
By:
|
/s/
|
Timothy P. O’Grady | |
|
Timothy P. O’Grady
|
||
|
Vice-President
|
ATTEST:
|
||
/s/ Stefan K. Schnopp
|
||
Stefan K. Schnopp
|
||
Assistant Secretary
|
/s/ Stefan K. Schnopp
|
|
Stefan K. Schnopp
|
|
Assistant Secretary of SprintCom, Inc.
|
By:
|
/s/ Timothy P. O’Grady
|
|
Authorized Officer
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Print of Type
|
|
Title:
|
Vice President
|
Surviving Entity:
|
|||
SPRINTCOM, INC.
|
|||
By:
|
/s/
|
Timothy P. O’Grady | |
|
Timothy P. O’Grady
|
||
|
Vice-President
|
ATTEST:
|
||
/s/ Stefan K. Schnopp
|
||
Stefan K. Schnopp
|
||
Assistant Secretary
|
Non-Surviving Entity:
|
|||
BRIGHT PCS HOLDINGS, INC.
|
|||
By:
|
/s/
|
Timothy P. O’Grady | |
|
Timothy P. O’Grady
|
||
|
Vice-President
|
ATTEST:
|
||
/s/ Stefan K. Schnopp
|
||
Stefan K. Schnopp
|
||
Assistant Secretary
|
/s/ Stefan K. Schnopp
|
|
Stefan K. Schnopp
|
|
Assistant Secretary of SprintCom, Inc.
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Authorized Officer
|
Name:
|
Timothy P. O’Grady
|
|
|
Print of Type
|
|
Title:
|
Vice President
|
|
AGREEMENT AND PLAN OF MERGER
OF
S-N GC LP HOLDCO, INC.
(a Delaware corporation)
and
SPRINTCOM, INC.
(a Kansas corporation)
|
Surviving Entity:
|
|||
SPRINTCOM, INC.
|
|||
By:
|
/s/
|
Timothy P. O’Grady | |
|
Timothy P. O’Grady
|
||
|
Vice-President
|
ATTEST:
|
||
/s/ Stefan K. Schnopp
|
||
Stefan K. Schnopp
|
||
Assistant Secretary
|
Non-Surviving Entity:
|
|||
S-N GC LP Holdco, Inc.
|
|||
By:
|
/s/
|
Timothy P. O’Grady | |
|
Timothy P. O’Grady
|
||
|
Vice-President
|
ATTEST:
|
||
/s/ Stefan K. Schnopp
|
||
Stefan K. Schnopp
|
||
Assistant Secretary
|
|
/s/ Stefan K. Schnopp
|
Stefan K. Schnopp
|
|
Assistant Secretary of SprintCom, Inc.
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Authorized Officer
|
Name:
|
Timothy P. O’Grady
|
|
|
Print of Type
|
|
Title:
|
Vice President
|
|
CERTIFICATE OF MERGER
OF
S-N GC HOLDCO, LLC
(a Delaware limited liability company)
INTO
SPRINTCOM, INC.
(a Kansas corporation)
|
Surviving Entity:
|
|||
SPRINTCOM, INC.
|
|||
By:
|
/s/
|
Timothy P. O’Grady | |
|
Timothy P. O’Grady
|
||
|
Vice-President
|
ATTEST:
|
|
/s/ Stefan K. Schnopp
|
|
Stefan K. Schnopp
|
|
Assistant Secretary
|
Non-Surviving Entity:
|
|||
S-N GC Holdco, LLC
|
|||
By:
|
/s/
|
Timothy P. O’Grady | |
|
Timothy P. O’Grady
|
||
|
Vice-President
|
ATTEST:
|
||
/s/ Stefan K. Schnopp
|
||
Stefan K. Schnopp
|
||
Assistant Secretary
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Authorized Officer
|
|
Name:
|
Timothy P. O’Grady, Vice President
|
|
Print of Type
|
|
Surviving Entity:
|
|
|
|
|
|
SPRINTCOM, INC.
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Timothy P. O’Grady
|
|
|
Vice-President
|
ATTEST:
|
|
/s/ Stefan K. Schnopp
|
|
Stefan K. Schnopp
|
|
Assistant Secretary
|
|
|
Non-Surviving Entity:
|
|
|
|
|
|
UBIQUITEL LEASING COMPANY
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Timothy P. O’Grady
|
|
|
Vice-President
|
ATTEST:
|
|
/s/ Stefan K. Schnopp
|
|
Stefan K. Schnopp
|
|
Assistant Secretary
|
|
|
/s/ Stefan K. Schnopp
|
|
Stefan K. Schnopp
|
|
Assistant Secretary of SprintCom, Inc.
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Authorized Officer
|
|
Name:
|
Timothy P. O’Grady
|
|
|
Print of Type
|
|
|
|
|
Title:
|
Vice President
|
|
SPRINTCOM, INC.
|
|
|
|
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
|
Timothy P. O’Grady
|
|
|
Vice-President
|
Attest:
|
|
|
|
/s/ Stefan K. Schnopp
|
|
Stefan K. Schnopp
|
|
Assistant Secretary
|
|
AGREEMENT AND PLAN OF MERGER OF
|
||
|
SPRINT TELECENTERS, INC.
(a Florida corporation)
and
SPRINTCOM, INC.
(a Kansas corporation)
|
|
Surviving Entity:
|
||
SPRINTCOM, INC.
|
||
By: |
/s/ Stefan K. Schnopp
|
|
Stefan K. Schnopp
|
||
Vice-President
|
/s/ Katie True-Awtry
|
|
Katie True-Awtry
|
|
Assistant Secretary
|
Non-Surviving Entity:
|
||
|
||
SPRINT TELECENTERS, INC.
|
||
|
||
By:
|
/s/ Stefan K. Schnopp
|
|
Stefan K. Schnopp
|
||
Vice-President
|
/s/ Katie True-Awtry
|
|
Katie True-Awtry
|
|
Assistant Secretary
|
/s/ Katie True-Awtry
|
|
Katie True-Awtry
|
|
Assistant Secretary of SprintCom, Inc.
|
SUBJECT:
|
SprintCom, Inc.
|
|
Name of Surviving Corporation
|
Lora Keithley
|
|
Contact Person
|
|
Sprint
|
|
Firm/Company
|
|
6200 Sprint Parkway
|
|
Address
|
|
Overland Park, KS 66251
|
|
City/State and Zip Code
|
|
lora.keithley@sprintcom
|
|
E-mail address; (to be used for future annual report notification)
|
Lora Keithley
|
At |
(913) 794-1411
|
|
Name of Contact Person
|
Area Code & Daytime Telephone Number
|
STREET ADDRESS:
|
MAILING ADDRESS:
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Amendment Section
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Amendment Section
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Division of Corporations
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Division of Corporations
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Clifton Building
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P.Q. Box 6327
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2661 Executive Center Circle
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Tallahassee, Florida 32314
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Tallahassee, Florida 32301
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Name
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Jurisdiction
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Document Number
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|||
SprintCom
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Kansas
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2389757
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Name
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Jurisdiction
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Document Number
(If known/applicable)
|
||
Sprint TELECENTERs, Inc.
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Florida
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P96000007209
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||
Name of Corporation
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Signature of an Officer or
Director
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Typed or
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||
Sprint TELECENTERs, Inc.
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/s/ Stefan K. Schnopp
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Stefan K. Schnopp, Vice President
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SprintCom, Inc.
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/s/ Stefan K. Schnopp
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Stefan K. Schnopp, Vice President
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Surviving Entity: | |||
SPRINTCOM, INC.
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|||
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|||
By: |
/s/
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Stefan K. Schnopp |
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Stefan K. Schnopp
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Vice President
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ATTEST:
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/s/ Katie True-Awtry
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Katie True-Awtry
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Assistant Secretary
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Non-Surviving Entity: | |||
SPRINT TELECENTERS, INC.
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|||
By: |
/s/
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Stefan K. Schnopp | |
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Stefan K. Schnopp
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Vice President
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ATTEST:
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||
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/s/ Katie True-Awtry
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Katie True-Awtry
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Assistant Secretary
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Surviving Entity:
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|||
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SPRINTCOM, INC.
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By: |
/s/
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Timothy P. O’Grady |
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Timothy P. O’Grady
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Vice-President
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ATTEST:
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||
/s/ Stefan K. Schnopp
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Stefan K. Schnopp
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Assistant Secretary
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Non-Surviving Entity: | |||
IWO HOLDINGS, Inc.
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|||
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|||
By: |
/s/
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Timothy P. O’Grady | |
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Timothy P. O’Grady
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Vice-President
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ATTEST:
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||
/s/ Stefan K. Schnopp
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||
Stefan K. Schnopp
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Assistant Secretary
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Dated: July 25 , 2016.
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/s/ Stefan K. Schnopp
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Stefan K. Schnopp
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Assistant Secretary of SprintCom, Inc.
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Executed May 2 , 2016.
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|||
SPRINTCOM, INC.
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|||
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|||
By: |
/s/
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Timothy P. O’Grady | |
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Timothy P. O’Grady
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||
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Vice-President
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Attest:
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/s/ Stefan K. Schnopp
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Stefan K. Schnopp
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Assistant Secretary
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By: /s/ Timothy P. O’Grady
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Authorized Officer
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Name: Timothy P. O’Grady, on behalf of Member
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Print of Type
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By: /s/ Timothy P. O’Grady
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Authorized Officer
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Name: Timothy P. O’Grady, on behalf of Member
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Print of Type
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AGREEMENT OF MERGER
OF
SPRINT MEXICO, INC.
(a Kansas Corporation)
AND
SPRINTCOM, INC.
(a Kansas Corporation)
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Dated: May 27, 2016
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|||
SPRINT MEXICO, INC.
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|||
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|||
By: |
/s/
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Timothy P. O’Grady | |
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Timothy P. O’Grady
|
||
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Vice-President
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ATTEST:
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||
/s/ Stefan K. Schnopp
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|
|
Stefan K. Schnopp
|
||
Assistant Secretary
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SPRINTCOM, INC.
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|||
|
|||
By: |
/s/
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Timothy P. O’Grady | |
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Timothy P. O’Grady
|
||
|
Vice-President
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ATTEST:
|
||
/s/ Stefan K. Schnopp
|
||
Stefan K. Schnopp
|
||
Assistant Secretary
|
Dated: March 27 , 2016.
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|
|
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/s/ Stefan K. Schnopp
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Stefan K. Schnopp
|
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Assistant Secretary of SprintCom, Inc.
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By: |
/s/ Timothy P. O’Grady
|
||
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Authorized Officer
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Name: |
Timothy P. O’Grady
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||
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Print of Type
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Title: |
Vice President
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Surviving Entity:
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|||
SPRINTCOM, INC.
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|||
By: |
/s/
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Timothy P. O’Grady | |
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Timothy P. O’Grady | ||
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Vice-President
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ATTEST:
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||
|
||
/s/ Stefan K. Schnopp
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|
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Stefan K. Schnopp
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||
Assistant Secretary
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Non-Surviving Entity:
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|||
IWO HOLDINGS, INC.
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|||
By: |
/s/
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Timothy P. O’Grady | |
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Timothy P. O’Grady
|
||
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Vice-President
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ATTEST:
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||
/s/ Stefan K. Schnopp
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|
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Stefan K. Schnopp
|
||
Assistant Secretary
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Dated: July 15, 2016.
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/s/ Stefan K. Schnopp
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Stefan K. Schnopp
|
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Assistant Secretary of SprintCom, Inc.
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CERTIFICATE OF MERGER
OF
ENTERPRISE COMMUNICATIONS, LLC
(a Georgia limited liability company)
INTO
SPRINTCOM,
(a Kansas corporation)
|
|
SPRINTCOM, INC.
|
|||
By: |
/s/
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Stefan K. Schnopp | |
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Stefan K. Schnopp, Vice-President |
Attest:
|
||
/s/ Katie True-Awtry
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|
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Katie True-Awtry, Assistant Secretary
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CERTIFICATE OF MERGER
OF
BRIGHT PERSONAL COMMUNICATIONS SERVICES, LLC
(an Ohio limited liability company)
INTO
SPRINTCOM, INC.
(a Kansas corporation)
|
|
SPRINTCOM, INC.
|
|||
By: |
/s/
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Stefan K. Schnopp | |
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Stefan K. Schnopp, Vice-President
|
Attest:
|
||
/s/ Katie True-Awtry
|
|
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Katie True-Awtry, Assistant Secretary
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SPRINTCOM, INC.
|
|||
By: |
/s/
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Stefan K. Schnopp | |
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Stefan K. Schnopp, Vice-President
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Attest:
|
||
/s/ Katie True-Awtry
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|
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Katie True-Awtry, Assistant Secretary
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SPRINTCOM, INC.
|
|||
By: |
/s/
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Stefan K. Schnopp | |
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Stefan K. Schnopp, Vice-President
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Attest:
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||
/s/ Katie True-Awtry
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|
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Katie True-Awtry, Assistant Secretary
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CERTIFICATE OF MERGER
OF
GULF COAST WIRELESS, LLC
(a Louisiana limited liability company)
INTO
SPRINTCOM, INC.
(a Kansas corporation)
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Executed January 31, 2017.
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|||
SPRINTCOM, INC.
|
|||
By: |
/s/
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Stefan K. Schnopp | |
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Stefan K. Schnopp, Vice-President
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Attest:
|
||
/s/ Katie True-Awtry
|
|
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Katie True-Awtry, Assistant Secretary
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CERTIFICATE OF MERGER
OF
INDEPENDENT WIRELESS ONE, LLC
(a Delaware limited liability company)
INTO
SPRINTCOM, INC.
(a Kansas corporation)
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|
Executed January 31, 2017.
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|||
SPRINTCOM, INC.
|
|||
By: |
/s/
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Stefan K. Schnopp | |
|
Stefan K. Schnopp, Vice-President
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Attest:
|
||
/s/ Katie True-Awtry
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|
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Katie True-Awtry, Assistant Secretary
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CERTIFICATE OF MERGER
OF
LOUISIANA UNWIRED, LLC
(a Louisiana limited liability company)
INTO
SPRINTCOM, INC.
(a Kansas corporation)
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|
Executed January 31, 2017.
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|||
SPRINTCOM, INC.
|
|||
By: |
/s/
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Stefan K. Schnopp | |
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Stefan K. Schnopp Vice-President
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Attest:
|
||
/s/ Katie True-Awtry
|
|
|
Katie True-Awtry Assistant Secretary
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Executed January 31, 2017.
|
|||
SPRINTCOM, INC.
|
|||
By: |
/s/
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Stefan K. Schnopp | |
|
Stefan K. Schnopp
|
||
|
Vice-President |
Attest:
|
||
/s/ Katie True-Awtry
|
|
|
Katie True-Awtry
|
||
Assistant Secretary
|
Executed June 30, 2017.
|
|||
SPRINTCOM, INC.
|
|||
By: |
/s/
|
Stefan K. Schnopp | |
|
Stefan K. Schnopp, Vice-President
|
Attest:
|
||
/s/ Katie True-Awtry
|
|
|
Katie True-Awtry, Assistant Secretary
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Surviving Entity:
|
|||
SPRINTCOM, INC.
|
|||
By: |
/s/
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Stefan K. Schnopp | |
|
Stefan K. Schnopp
|
||
|
Vice President |
ATTEST:
|
||
/s/ Katie True-Awtry
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|
|
Katie True-Awtry
|
||
Assistant Secretary
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Non-Surviving Entity:
|
|||
NEXTEL PARTNERS OF UPSTATE NEW YORK, INC.
|
|||
By: |
/s/
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Stefan K. Schnopp | |
|
Stefan K. Schnopp
|
||
|
Vice President
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ATTEST:
|
||
/s/ Katie True-Awtry
|
|
|
Katie True-Awtry
|
||
Assistant Secretary
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Dated: December 27 , 2017.
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|
Katie True-Awtry
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|
Katie True-Awtry
|
|
Assistant Secretary of SprintCom, Inc.
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Surviving Entity:
|
|||
SPRINTCOM, INC.
|
|||
By: |
/s/
|
Stefan K. Schnopp | |
|
Stefan K. Schnopp | ||
|
Vice-President
|
ATTEST:
|
||
/s/ Katie True-Awtry
|
|
|
Katie True-Awtry
|
||
Assistant Secretary
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Non-Surviving Entity:
|
|||
NEXTEL WIP LEASE CORP.
|
|||
By: |
/s/
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Stefan K. Schnopp | |
|
Stefan K. Schnopp
|
||
|
Vice-President
|
ATTEST:
|
||
/s/ Katie True-Awtry
|
|
|
Katie True-Awtry
|
||
Assistant Secretary
|
Dated: December 27 , 2017.
|
|
|
|
Katie True-Awtry
|
|
Katie True-Awtry
|
|
Assistant Secretary of SprintCom, Inc.
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Surviving Entity:
|
|||
SPRINTCOM, INC.
|
|||
By: |
/s/
|
Stefan K. Schnopp | |
|
Stefan K. Schnopp
|
||
|
Vice-President
|
ATTEST:
|
||
/s/ Katie True-Awtry
|
|
|
Katie True-Awtry
|
||
Assistant Secretary
|
Non-Surviving Entity:
|
|||
NEXTEL OPERATIONS, INC.
|
|||
By: |
/s/
|
Stefan K. Schnopp | |
|
Stefan K. Schnopp
|
||
|
Vice-President
|
ATTEST:
|
||
/s/ Katie True-Awtry
|
|
|
Katie True-Awtry
|
||
Assistant Secretary
|
Dated: December 27, 2017.
|
|
Katie True-Awtry
|
|
Katie True-Awtry
|
|
Assistant Secretary of SprintCom, Inc.
|
Executed May 31, 2018.
|
|||
SPRINTCOM, INC.
|
|||
|
|||
By: |
/s/
|
Stefan K. Schnopp | |
|
Stefan K. Schnopp
|
||
|
Vice-President
|
Attest:
|
||
/s/ Katie True-Awtry
|
|
|
Katie True-Awtry
|
||
Assistant Secretary
|
SPRINTCOM, INC.
|
|||
|
|||
By: |
/s/
|
Stefan K. Schnopp | |
|
Stefan K. Schnopp
|
||
|
Vice President
|
Attest:
|
||
/s/ Katie True-Awtry
|
|
|
Katie True-Awtry
|
||
Assistant Secretary
|
D.F. Fisher
|
5619 DTC Parkway |
|
Englewood, Colorado 80111 |
|
|
Bob Magness | 5619 DTC Parkway |
|
Englewood, Colorado 80111 |
|
|
John C. Malone | 5619 DTC Parkway |
|
Englewood, Colorado 80111 |
Name
|
Address
|
|
|
Mary M. McChesney
|
5619 DTC Parkway
|
|
Englewood, Colorado 80111
|
/s/ Mary M. McChesney
|
|
Mary M. McChesney
|
/s/ Stephen M. Brett
|
|
Stephen M. Brett, Initial Registered Agent
|
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
|
No shares have been issued or Directors Elected - Action by Incorporators
|
|
No shares have been issued but Directors Elected - Action by Directors
|
|
Such amendment was adopted by the board of directors where shares have been issued.
|
|
XX
|
Such amendment was adopted by a vote of the shareholders. The number of shares voted for the amendment was sufficient for approval.
|
/s/ Stephen M. Brett
|
||||
By:
|
Stephen M. Brett
|
|||
Its
|
Sr. Vice-President
|
|||
|
|
Title
|
No shares have been issued or Directors Elected - Action by Incorporators
|
|
No shares have been issued but Directors Elected - Action by Directors
|
|
Such amendment was adopted by the board of directors where shares have been issued.
|
|
X
|
Such amendment was adopted by a vote of the shareholders. The number of shares voted for the amendment was sufficient for approval.
|
/s/ Stephen M. Brett
|
|||
By:
|
Stephen M. Brett
|
||
Its
|
Sr. Vice-President
|
||
Title
|
FIRST:
|
The name of the corporation, limited partnership or limited bility company is:
|
TCI SPECTRUM HOLDINGS, INC.
|
SECOND: | Street address of current REGISTERED OFFICE is: |
5619 DTC PARKWAY,
|
|
ENGLEWOOD, CO 80111 |
|
|
(Include City, State, Zip) | |
|
and if changed, the new street address is:
|
1560 Broadway, Denver, Colorado 80202 |
|
(Include City, State, Zip) |
THIRD:
|
The name of its current REGISTERED AGENT is
|
STEPHEN M. BRETT |
|
and if changed, the new registered agent is:
|
THE PRENTICE-HALL CORPORATION SYSTEM, INC.
|
|
Signature of New Registered Agent |
/s/Vicky Schreiber
|
|
|
VICKI SCHREIBER, ASST. VICE PRESIDENT
|
|
Principal place of business
|
|
|
|
(City, State, Zip)
|
FOURTH:
|
If changing the principal place of business address ONLY, the new address is: |
|
|
|
|
|
Signature
|
/s/ Maryann M. Chesney
|
|
Title
|
Assistant Secretary
|
|
SWV SIX, INC.
|
|
By:
|
/s/ Don A. Jensen
|
|
Name: Don A. Jensen
|
||
Title: Vice President
|
|
TCI SPECTRUM HOLDINGS, INC.
|
|
By:
|
/s/ Gary S. Howard
|
|
Name: Gary S. Howard
|
||
Title: President
|
TCI SPECTRUM HOLDINGS, INC.
|
||
By:
|
/s/ Don A. Jensen
|
|
Don A. Jensen, Secretary
|
1. |
For each merging entity, its ID number (if applicable), entity name or true name, form of entity, jurisdiction under
|
Overland Park
|
KS
|
66251
|
|||
(City)
|
(State)
|
(Postal/Zip Code)
|
|||
USA
|
|||||
(Province-if applicable)
|
(Country-if not US)
|
Mailing address
(leave blank if same as
Street address)
|
|
(Street name and number or Post Office Box information)
|
|
|
|
|||||
(City)
|
(State)
|
(Postal/Zip Code)
|
|||
(Province-if applicable)
|
(Country-if not US)
|
2. |
For the surviving entity, its ID number (if applicable), entity name or true name, form of entity, jurisdiction under the law of which it is formed, and principal address are:
|
Overland Park
|
KS
|
66251
|
|||
(City)
|
(State)
|
(Postal/Zip Code)
|
|||
USA
|
|||||
(Province-if applicable)
|
(Country-if not US)
|
Mailing address
(leave blank if same as
Street address)
|
6500 Sprint Parkway
|
(Street name and number or Post Office Box information)
|
|
HL-5ASTX
|
Overland Park
|
KS
|
66251
|
|||
(City)
|
(State)
|
(Postal/Zip Code)
|
|||
(Province-if applicable)
|
(Country-if not US)
|
||||
3. |
Each merging entity has been merged into the surviving entity.
|
4. |
(if the following statement applies, adopt the statement by marking the box)
|
☐
|
The plan of merger provides for amendments to a constituent filed document of the surviving entity and an appropriate statement of change or other document effecting the amendments will be delivered to the
Secretary of state for filing pursuant to Part 3 of Article 90 of Title 7, C.R.S.
|
5. |
(if the following statement applies, adopt the statement by marking the box) and state the appropriate document number(s).)
|
☐
|
One or more of the merging entities is a registrant of a trademark described in a filed document in the records of the secretary of state and the document number of each filed document is
|
Document number
|
||
Document number
|
||
Document number
|
6. |
(if the following statement applies, adopt the statement by marking the box and include an attachment)
|
☐
|
This document contains additional information as provided by law.
|
7. |
(Caution: Leave blank if the document does not have a delayed effective date.
Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.)
|
The delayed effective date and, if applicable, time of this document are
|
April 3, 2018
|
|
|
(mm/dd/yyyy hour:minute am/pm)
|
|
8. |
The true name and mailing address of the individual causing this document to be delivered for filing are
|
|
|
Keithley
|
Lora
|
E
|
||||
(Last)
|
(First)
|
(Middle)
|
(Suffix)
|
|||||
6200 Sprint Parkway
|
|
(Street name and number or Post Office Box information)
|
|
OVERLAND PARK
|
KS
|
66251
|
|||
(City)
|
(State)
|
(Postal/Zip Code)
|
|||
|
United States
|
||||
(Province-if applicable)
|
(Country-if not US)
|
1. |
For each merging entity, its ID number (if applicable), entity name or true name, form of entity, jurisdiction under
|
Overland Park
|
KS
|
66251
|
|||
(City)
|
(State)
|
(Postal/Zip Code)
|
|||
USA
|
|||||
(Province-if applicable)
|
(Country-if not US)
|
Mailing address
(leave blank if same as
Street address)
|
|
(Street name and number or Post Office Box information)
|
|
|
|||||
(City)
|
(State)
|
(Postal/Zip Code)
|
|||
(Province-if applicable)
|
(Country-if not US)
|
||||
Overland Park
|
KS
|
66251
|
|||
(City)
|
(State)
|
(Postal/Zip Code)
|
|||
USA
|
|||||
(Province-if applicable)
|
(Country-if not US)
|
Mailing address
(leave blank if same as
Street address)
|
|
(Street name and number or Post Office Box information)
|
|
(City)
|
(State)
|
(Postal/Zip Code)
|
|||
(Province-if applicable)
|
(Country-if not US)
|
||||
Overland Park
|
KS
|
66251
|
|||
(City)
|
(State)
|
(Postal/Zip Code)
|
|||
USA
|
|||||
(Province-if applicable)
|
(Country-if not US)
|
Mailing address
(leave blank if same as
Street address)
|
|
|
(Street name and number or Post Office Box information)
|
(City)
|
(State)
|
(Postal/Zip Code)
|
|||
(Province-if applicable)
|
(Country-if not US)
|
☐
|
There are more than three merging entities and the ID number (if applicable, entity name or true name, form of entity, jurisdiction under the law of which it is formed,
and the principal address of each additional merging entity in stated in an attachment.
|
2. |
For the surviving entity, its ID number (if applicable), entity name or true name, form of entity, jurisdiction under the law of which it is formed, and principal address are:
|
Overland Park
|
KS
|
66251
|
|||
(City)
|
(State)
|
(Postal/Zip Code)
|
|||
USA
|
|||||
(Province-if applicable)
|
(Country-if not US)
|
Mailing address
(leave blank if same as
Street address)
|
|
(City)
|
(State)
|
(Postal/Zip Code)
|
|||
(Province-if applicable)
|
(Country-if not US)
|
||||
3. |
Each merging entity has been merged into the surviving entity.
|
4. |
(if the following statement applies, adopt the statement by marking the box)
|
☐
|
The plan of merger provides for amendments to a constituent filed document of the surviving entity and an appropriate statement
of change or other document effecting the amendments will be delivered to the Secretary of state for filing pursuant to Part 3 of Article 90 of Title 7, C.R.S.
|
5. |
(if the following statement applies, adopt the statement by marking the box) and state the appropriate document number(s).)
|
☐
|
One or more of the merging entities is a registrant of a trademark described in a filed document in the records of the secretary of state and the document number of
each filed document is
|
Document number
|
||
Document number
|
||
Document number
|
6. |
(if the following statement applies, adopt the statement by marking the box and include an attachment)
|
☐
|
This document contains additional information as provided by law.
|
7. |
(Caution: Leave blank if the document does not have a delayed effective date.
Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.)
|
The delayed effective date and, if applicable, time of this document are
|
04/01/2017
|
.
|
|
(mm/dd/yyyy hour:minute am/pm)
|
|
8. |
The true name and mailing address of the individual causing this document to be delivered for filing are
|
|
|
Keithley
|
Lora
|
E
|
||||
(Last)
|
(First)
|
(Middle)
|
(Suffix)
|
6200 Sprint Parkway
|
|
(Street name and number or Post Office Box information)
|
|
OVERLAND PARK
|
KS
|
66251
|
|||
(City)
|
(State)
|
(Postal/Zip Code)
|
|||
USA
|
|||||
(Province-if applicable)
|
(Country-if not US)
|
☐ |
This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing.
|
1. |
For each merging entity, its ID number (if applicable), entity name or true name, form of entity, jurisdiction under
|
Overland Park
|
KS
|
66251
|
|||
(City)
|
(State)
|
(Postal/Zip Code)
|
|||
USA
|
|||||
(Province-if applicable)
|
(Country-if not US)
|
Mailing address
(leave blank if same as
Street address)
|
|
(Street name and number or Post Office Box information)
|
|
Overland Park
|
KS
|
66251
|
|||
(City)
|
(State)
|
(Postal/Zip Code)
|
|||
USA
|
|||||
(Province-if applicable)
|
(Country-if not US)
|
Mailing address
(leave blank if same as
Street address)
|
|
(Street name and number or Post Office Box information)
|
|
(City)
|
(State)
|
(Postal/Zip Code)
|
|||
(Province-if applicable)
|
(Country-if not US)
|
||||
ID number
|
|
(Colorado Secretary of State ID Number)
|
|
Entity name or true name
|
|
Form of entity
|
|
Jurisdiction:
|
|
Street address:
|
|
(Street name and number or Post Office Box information)
|
|
(City)
|
(State)
|
(Postal/Zip Code)
|
|||
(Province-if applicable)
|
(Country-if not US)
|
Mailing address
(leave blank if same as
|
|
Street address)
|
(Street name and number or Post Office Box information)
|
(City)
|
(State)
|
(Postal/Zip Code)
|
|||
(Province-if applicable)
|
(Country-if not US)
|
☐
|
There are more than three merging entities and the ID number (if applicable, entity name or true name, form of entity, jurisdiction under the law of which it is formed, and the principal address
of each additional merging entity in stated in an attachment.
|
2. |
For the surviving entity, its ID number (if applicable), entity name or true name, form of entity, jurisdiction under
|
Overland Park
|
KS
|
66251
|
|||
(City)
|
(State)
|
(Postal/Zip Code)
|
|||
USA
|
|||||
(Province-if applicable)
|
(Country-if not US)
|
Mailing address
(leave blank if same as
Street address)
|
6200 Sprint Parkway
|
Attn: Tax Department
|
Overland Park
|
KS
|
66251
|
|||
(City)
|
(State)
|
(Postal/Zip Code)
|
|||
USA
|
|||||
(Province-if applicable)
|
(Country-if not US)
|
||||
3. |
Each merging entity has been merged into the surviving entity.
|
4. |
(If the following statement applies, adopt the statement by marking the box.)
|
☐
|
The plan of merger provides for amendments to a constituent filed document of the surviving entity and an appropriate statement
of change or other document effecting the amendments will be delivered to the Secretary of state for filing pursuant to Part 3 of Article 90 of Title 7, C.R.S.
|
5. |
(If the following statement applies, adopt the statement by marking the box) and state the appropriate document number(s).)
|
☐
|
One or more of the merging entities is a registrant of a trademark described in a filed document in the records of the secretary of state and the document number of
each filed document is
|
Document number
|
||
Document number
|
||
Document number
|
6. |
(If the following statement applies, adopt the statement by marking the box and include an attachment.)
|
7. |
(Caution: Leave blank if the document does not have a delayed effective date.
Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.)
|
The delayed effective date and, if applicable, time of this document are
|
April 3, 2018
|
|
|
(mm/dd/yyyy hour:minute am/pm)
|
|
8. |
The true name and mailing address of the individual causing this document to be delivered for filing
|
|
|
Keithley
|
Lora
|
E
|
||||
(Last)
|
(First)
|
(Middle)
|
(Suffix)
|
6200 Sprint Parkway
|
|
(Street name and number or Post Office Box information)
|
|
OVERLAND PARK
|
KS
|
66251
|
|||
(City)
|
(State)
|
(Postal/Zip Code)
|
|||
USA
|
|||||
(Province-if applicable)
|
(Country-if not US)
|
☐ |
This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing.
|
|
1. |
The name of the limited liability company is T-Mobile Subsidiary IV LLC.
|
|
2. |
The address of its registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, DE 19808. The name of the registered agent at such address is Corporation Service Company.
|
|
3. |
This Certificate of Formation is effective as of December 31, 2019 at 11:59 pm EST.
|
/s/ David A. Miller
|
||
David A. Miller, Authorized Person
|
Name
|
Address
|
|
T-Mobile USA, Inc.
|
12920 SE 38th Street
Bellevue, WA 98006
|
John J. Legere
|
Chief Executive Officer
|
G. Michael Sievert
|
President & Chief Operating Officer
|
J. Braxton Carter
|
Executive Vice President & Chief Financial Officer
|
Peter A. Ewens
|
Executive Vice President, Corporate Strategy
|
David A. Miller
|
Executive Vice President, General Counsel & Secretary
|
Matthew Staneff
|
Executive Vice President & Chief Commercial Officer
|
Broady Hodder
|
Senior Vice President, Legal Affairs, Corporate Governance
and Securities & Assistant Secretary
|
Christopher M. Miller
|
Senior Vice President, Taxation
|
Peter Osvaldik
|
Senior Vice President, Finance & Chief Accounting Officer
|
Lauren Venezia
|
Senior Vice President, Deputy General Counsel & Assistant Secretary
|
Dirk Wehrse
|
Senior Vice President, Treasury & Treasurer
|
Daniel Drobac
|
Vice President, Accounting & Controller
|
David E. Conroy
|
Assistant Secretary
|
Frederick Williams
|
Assistant Secretary
|
Rahul Modi
|
Assistant Treasurer
|
T-MOBILE USA, INC.
|
||
/s/ David A. Miller
|
||
David A. Miller
|
||
Executive Vice President, General Counsel
|
||
and Secretary
|
/s/Charles R. Wunsch
|
||
Charles R. Wunsch
|
||
Authorized Person
|
COMPANY:
|
MEMBER:
|
|
TDI Acquisition Sub, LLC
|
TDI Acquisition Corporation
|
|
By: TDI Acquisition Corporation
|
By:
|
/s/ Timothy P. O’Grady
|
Title: Manager and Sole Member
|
Name:
|
Timothy P. O’Grady
|
Title:
|
Vice President
|
By:
|
/s/ Timothy P. O’Grady
|
||
|
Name:
|
Timothy P. O’Grady
|
|
|
Title:
|
Vice President
|
1. |
Member: The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
2. |
Manager: The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities,
|
3. |
Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the Transfer Entities are hereby amended to provide for the LLC as the sole Member and Manager
for each of the Transfer Entities.
|
4. |
Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a capital contribution of Contributor to LLC.
|
5. |
Miscellaneous:
|
|
a. |
Assignment: This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
|
|
b. |
Governing Law: This Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware.
|
|
c. |
Further Assurances: Each of the parties will, and will cause their respective affiliates to, execute and deliver such further certificates, agreements and other documents and to take such other actions as
the other parries may reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters. To the extent any Contributed Interests are not transferred on the date hereof, the
Contributor will transfer any such interests to LLC as soon as reasonably practicable after such interests become transferable.
|
Sprint HoldCo, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
SX Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
NSAC, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBC NY, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
ATL MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
LA MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
NY MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
SF MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Via/Net, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Wavepath Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Sprint (Bay Area), LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Transworld Telecom II, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WHI Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Bay Area Cablevision, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
TWTV Spokane, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
TTI Acquisition, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WHI SD LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
ATI Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting Development, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Anchorage, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Bend, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Bismarck, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Cincinnati, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Colorado Springs, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Columbus, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Denver, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Ft. Collins, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Fort Myers, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy PP. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Green Bay, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Jackson, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Lansing, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Lincoln, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Little Rock, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Louisville, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Medford, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Michiana, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Monterey, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Oklahoma, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Portland, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Redding, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Salem/Eugene, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Santa Barbara, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
ATI of Santa Rosa, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Seattle, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Sheridan, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Toledo, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Youngstown, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Yuba City, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
PCTV Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Alda Gold II, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Alda Tucson, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Alda Wireless Holdings, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
PCTV Gold II, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
People’s Choice TV of Albuquerque, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
People’s Choice TV of Houston, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
PCTV of Milwaukee, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
PCTV of Salt Lake City, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
People’s Choice TV of St. Louis, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
People’s Choice TV of Tucson, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Preferred Entertainment, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
SpeedChoice of Detroit, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
SpeedChoice of Phoenix, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Wireless Cable of Indianapolis, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
G&S TV LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WCOF, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
TDI Acquisition Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS California, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS Idaho, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS Montana, LLC
|
||
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Wireless Broadband Services of America, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Sprint Wireless Broadband Company LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Wireless Broadcasting Systems of Knoxville, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS Washington, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS Oregon, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS of America, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS of Sacramento, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS of Ft. Pierce, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS of Melbourne, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS of West Palm, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
SCC X, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
|
By.
|
/S/ LaCONNA HULLINGER-BORTNEM
|
|
LaConna Hullinger-Bortnem
|
|
|
Sole Incorporator
|
|
By:
|
/s/ David E. Conroy
|
|
|
Authorized Officer
|
|
Name:
|
David E. Conroy, Asst. Secretary
|
|
Print or Type
|
Page
|
|||
ARTICLE 1 CORPORATE OFFICES
|
1
|
||
1.1
|
Registered Office
|
1
|
|
1.2
|
Other Offices
|
1
|
|
ARTICLE 2 MEETINGS OF STOCKHOLDERS
|
1
|
||
2.1
|
Place of Meetings
|
1
|
|
2.2
|
Annual Meeting
|
1
|
|
2.3
|
Special Meeting
|
1
|
|
2.4
|
Notice of Stockholders’ Meetings
|
2
|
|
2.5
|
Manner of Giving Notice; Affidavit of Notice
|
2
|
|
2.6
|
Validation of Meetings; Waiver of Notice; Consent
|
2
|
|
2.7
|
Quorum
|
3
|
|
2.8
|
Adjourned Meeting; Notice
|
3
|
|
2.9
|
Voting
|
3
|
|
2.10
|
Stockholder Action by Written Consent Without a Meeting
|
4
|
|
2.11
|
Record Date for Stockholder Notice, Voting or Giving Consents
|
4
|
|
2.12
|
Proxies
|
5
|
|
2.13
|
List of Stockholders Entitled to Vote
|
6
|
|
2.14
|
Conduct of Meeting of Stockholders
|
6
|
|
ARTICLE 3 DIRECTORS
|
7
|
||
3.1
|
Powers
|
7
|
|
3.2
|
Number of Directors
|
7
|
|
3.3
|
Election and Term of Office of Directors
|
7
|
|
3.4
|
Resignation, Removal and Vacancies
|
7
|
|
3.5
|
Place of Meetings; Meetings by Telephone
|
8
|
|
3.6
|
Regular Meetings
|
8
|
|
3.7
|
Special Meetings; Notice
|
8
|
|
3.8
|
Quorum
|
9
|
|
3.9
|
Waiver of Notice
|
9
|
|
3.10
|
Board Action by Written Consent Without a Meeting
|
9
|
Page | |||
ARTICLE 4 COMMITTEES
|
10
|
||
4.1
|
Committees of Directors
|
10
|
|
4.2
|
Meetings and Action of Committees
|
10
|
|
ARTICLE 5 OFFICERS
|
10
|
||
5.1
|
Officers
|
10
|
|
5.2
|
Election of Officers
|
11
|
|
5.3
|
Subordinate Officers
|
11
|
|
5.4
|
Removal and Resignation of Officers; Vacancies in Offices
|
11
|
|
5.5
|
Powers and Duties of Officers Generally
|
11
|
|
5.6
|
Duties of the Chairperson of the Board
|
12
|
|
5.7
|
Duties of the Chief Executive Officer
|
12
|
|
5.8
|
Duties of the President
|
12
|
|
5.9
|
Duties of the Vice Presidents
|
12
|
|
5.10
|
Duties of the Secretary
|
13
|
|
5.11
|
Duties of the Chief Financial Officer
|
13
|
|
5.12
|
Duties of the Assistant Secretary
|
13
|
|
5.13
|
Duties of the Assistant Treasurer
|
13
|
|
5.14
|
Salaries
|
14
|
|
5.15
|
Loans to Officers and Employees
|
14
|
|
ARTICLE 6 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
|
14
|
||
6.1
|
Indemnification of Directors and Officers (Other Than Those by or in the Right of the Corporation)
|
14
|
|
6.2
|
Indemnification of Directors and Officers (Proceedings by or in the Right of the Corporation)
|
15
|
|
6.3
|
Authorization of Indemnification
|
15
|
|
6.4
|
Expenses Payable in Advance
|
16
|
|
6.5
|
Indemnification by a Court
|
16
|
|
6.6
|
Limitation on Indemnification and Advancement of Expenses
|
16
|
|
6.7
|
Nonexclusivity of Rights
|
17
|
|
6.8
|
Corporation’s Indemnification Primary
|
17
|
Page | |||
6.9
|
Effect of Amendment or Repeal; Survival
|
17
|
|
6.10
|
Indemnification of Employees and Agents
|
17
|
|
6.11
|
Insurance; Indemnification Agreements
|
17
|
|
6.12
|
Reliance Upon Books, Reports and Records
|
18
|
|
6.13
|
Certain Definitions
|
18
|
|
ARTICLE 7 RECORDS AND REPORTS
|
18
|
||
ARTICLE 8 STOCK AND STOCK CERTIFICATES
|
18
|
||
8.1
|
Stock Certificates; Partly Paid Shares
|
18
|
|
8.2
|
Special Designation on Certificates
|
19
|
|
8.3
|
Lost Certificates
|
19
|
|
8.4
|
Transfer of Stock; Legal Restrictions on Transfer
|
19
|
|
8.5
|
Stock Transfer Agreements
|
20
|
|
8.6
|
Registered Stockholders
|
20
|
|
ARTICLE 9 GENERAL MATTERS
|
20
|
||
9.1
|
Checks; Drafts; Evidences of Indebtedness
|
20
|
|
9.2
|
Corporate Contracts and Instruments; How Executed
|
20
|
|
9.3
|
Fiscal Year
|
20
|
|
9.4
|
Seal
|
20
|
|
9.5
|
Representation of Shares of Other Corporations
|
21
|
|
9.6
|
Construction; Definitions
|
21
|
|
ARTICLE 10 AMENDMENTS
|
21
|
||
10.1
|
Amendments
|
21
|
1.1 |
Registered Office
|
1.2 |
Other Offices
|
2.1 |
Place of Meetings
|
2.2 |
Annual Meeting
|
2.3 |
Special Meeting
|
2.4 |
Notice of Stockholders’ Meetings
|
2.5 |
Manner of Giving Notice; Affidavit of Notice
|
2.6 |
Validation of Meetings; Waiver of Notice; Consent
|
2.7 |
Quorum
|
2.8 |
Adjourned Meeting; Notice
|
2.9 |
Voting
|
2.10 |
Stockholder Action by Written Consent Without a Meeting
|
2.11 |
Record Date for Stockholder Notice, Voting or Giving Consents
|
2.12 |
Proxies
|
2.13 |
List of Stockholders Entitled to Vote
|
2.14 |
Conduct of Meeting of Stockholders
|
3.1 |
Powers
|
3.2 |
Number of Directors
|
3.3 |
Election and Term of Office of Directors
|
3.4 |
Resignation, Removal and Vacancies
|
3.5 |
Place of Meetings; Meetings by Telephone
|
3.6 |
Regular Meetings
|
3.7 |
Special Meetings; Notice
|
3.8 |
Quorum
|
3.9 |
Waiver of Notice
|
3.10 |
Board Action by Written Consent Without a Meeting
|
4.1 |
Committees of Directors
|
4.2 |
Meetings and Action of Committees
|
5.1 |
Officers
|
5.2 |
Election of Officers
|
5.3 |
Subordinate Officers
|
5.4 |
Removal and Resignation of Officers; Vacancies in Offices
|
5.5 |
Powers and Duties of Officers Generally
|
5.6 |
Duties of the Chairperson of the Board
|
5.7 |
Duties of the Chief Executive Officer
|
5.8 |
Duties of the President
|
5.9 |
Duties of the Vice Presidents
|
5.10 |
Duties of the Secretary
|
5.11 |
Duties of the Chief Financial Officer
|
5.12 |
Duties of the Assistant Secretary
|
5.13 |
Duties of the Assistant Treasurer
|
5.14 |
Salaries
|
5.15 |
Loans to Officers and Employees
|
6.1 |
Indemnification of Directors and Officers (Other Than Those by or in the Right of the Corporation)
|
6.2 |
Indemnification of Directors and Officers (Proceedings by or in the Right of the Corporation)
|
6.3 |
Authorization of Indemnification
|
6.4 |
Expenses Payable in Advance
|
6.5 |
Indemnification by a Court
|
6.6 |
Limitation on Indemnification and Advancement of Expenses
|
6.7 |
Nonexclusivity of Rights
|
6.8 |
Corporation’s Indemnification Primary
|
6.9 |
Effect of Amendment or Repeal; Survival
|
6.10 |
Indemnification of Employees and Agents
|
6.11 |
Insurance; Indemnification Agreements
|
6.12 |
Reliance Upon Books, Reports and Records
|
6.13 |
Certain Definitions
|
8.1 |
Stock Certificates; Partly Paid Shares
|
8.2 |
Special Designation on Certificates
|
8.3 |
Lost Certificates
|
8.4 |
Transfer of Stock; Legal Restrictions on Transfer
|
8.5 |
Stock Transfer Agreements
|
8.6 |
Registered Stockholders
|
9.1 |
Checks; Drafts; Evidences of Indebtedness
|
9.2 |
Corporate Contracts and Instruments; How Executed
|
9.3 |
Fiscal Year
|
9.4 |
Seal
|
9.5 |
Representation of Shares of Other Corporations
|
9.6 |
Construction; Definitions
|
10.1 |
Amendments
|
/s/ Stephen Dossick
|
|
Stephen Dossick
|
|
Secretary
|
By:
|
/s/ Charles R. Wunsch
|
|
Charles R. Wunsch
|
||
Authorized Person
|
COMPANY:
|
MEMBER:
|
||||
Transworld Telecom II, LLC
|
Transworld Telecommunications, Inc.
|
||||
By: Transworld Telecommunications, Inc.
|
By:
|
/s/ Timothy P. O’Grady
|
|||
Title: Manager and Sole Member
|
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
||||
By:
|
/s/ Timothy P. O’Grady
|
||||
Name:
|
Timothy P. O’Grady
|
||||
Title:
|
Vice President
|
1. |
Contribution of Assets: The Contributor hereby contributes to LLC, and LLC hereby accepts from the Contributor, the assets held by the Contributor as of the date hereof that are used primarily in the operation of the WiMAX Business,
including, but not limited to, all rights in and related to educational broadband service ("EBS") and broadband radio service ("BRS") licenses and leases (individually a "Contributed Asset" and collectively the “Contributed Assets”). The
contribution to LLC of any Contributed Asset that requires the consent or approval of a third party (including any governmental authority), or satisfaction of any other requirement, to be effective will become effective upon the grant of the
necessary third-party consent or approval, or satisfaction of such other requirement.
|
2. |
Assumption of Liabilities: The Contributor hereby assigns, transfers, conveys and delegates to LLC, and LLC hereby undertakes, agrees and assumes to perform, pay punctually or otherwise discharge all of the debts, liabilities,
duties and obligations related to the WiMAX Business or the Contributed Assets including, but not limited to, all liabilities, duties and obligations related to EBS and BRS licenses and leases (individually an ”Assumed Liability” and
collectively the “Assumed Liabilities”). The assignment, transfer, conveyance, and delegation to LLC of an Assumed Liability that requires the consent or approval of a third party (including any governmental authority), or satisfaction of any
other requirement, to be effective will become effective upon the grant of the necessary third-party consent or approval, or satisfaction of such other requirement.
|
3. |
Capital Contribution: The contribution of the Contributed Assets shall be deemed a capital contribution of Contributor to LLC.
|
4. |
Reservation of Rights. The Contributor reserves all right, title and interest in and to any and all assets owned by Contributor that are not used primarily in the WiMAX Business (“Other Assets”). In the event that Contributor or LLC
shall at any time after the Effective Time determine that any assets that constitute Other Assets were transferred by Contributor to LLC, Contributor and LLC, as the case may be, shall promptly notify the other, and LLC shall promptly
transfer to Contributor all right, title and interest in and to such Other Assets and shall promptly execute such documents and do all acts and things reasonably requested by Contributor to effectuate such transfer.
|
5. |
Miscellaneous:
|
|
a. |
Disclaimer of Representations and Warranties. All Contributed Assets are being transferred by Contributor to LLC “as is, where is,” and Contributor expressly disclaims any and all representations and warranties with respect to the
Contributed Assets including, without limitation, any representation or warranty of merchantability or fitness for a particular purpose, or title to or value of the Contributed Assets. LLC will bear the economic and legal risks that any
necessary consents or approvals required in connection with the transfer of the Contributed Assets have not been obtained or that any requirements of applicable law or regulation have not been complied with.
|
|
b. |
Assignment: This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
|
|
c. |
Governing Law: This Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware.
|
|
d. |
Further Assurances: Each of the parties will, and will cause their respective affiliates to, execute and deliver such further certificates, agreements and other documents and to take such other actions as the other parties may
reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters, including, without limitation, the execution and delivery of an assignment and assumption agreement specific
to any contract(s). To the extent that any Contributed Assets or Assumed Liabilities have not been transferred on the Effective Date , the Contributor will transfer any such assets and liabilities to LLC as soon as reasonably practicable
after Contributor becomes aware of such assets or liabilities.
|
TRANSWORLD TELECOMMUNICATIONS, INC.
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
TRANSWORLD TELECOM II, LLC
|
||
By: Transworld Telecommunications, Inc.
|
||
Its Sole Member
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
1. |
Member: The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
2. |
Manager: The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities,
|
3. |
Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the Transfer Entities are hereby amended to provide for the LLC as the sole Member and Manager for each of the Transfer
Entities.
|
4. |
Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a capital contribution of Contributor to LLC.
|
5. |
Miscellaneous:
|
|
a. |
Assignment: This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
|
|
b. |
Governing Law: This Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware.
|
|
c. |
Further Assurances: Each of the parties will, and will cause their respective affiliates to, execute and deliver such further certificates, agreements and other documents and to take such other actions as the other parries may
reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters. To the extent any Contributed Interests are not transferred on the date hereof, the Contributor will transfer
any such interests to LLC as soon as reasonably practicable after such interests become transferable.
|
Sprint HoldCo, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
SX Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
NSAC, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBC NY, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
ATL MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
LA MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
NY MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
SF MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Via/Net, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Wavepath Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Sprint (Bay Area), LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Transworld Telecom II, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WHI Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Bay Area Cablevision, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
TWTV Spokane, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
TTI Acquisition, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WHI SD LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
ATI Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting Development, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Anchorage, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Bend, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Bismarck, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Cincinnati, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Colorado Springs, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Columbus, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Denver, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Ft. Collins, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Fort Myers, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy PP. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Green Bay, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Jackson, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Lansing, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Lincoln, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Little Rock, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Louisville, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Medford, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Michiana, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Monterey, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Oklahoma, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Portland, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Redding, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Salem/Eugene, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Santa Barbara, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
ATI of Santa Rosa, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Seattle, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Sheridan, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Toledo, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Youngstown, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Yuba City, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
PCTV Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Alda Gold II, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Alda Tucson, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Alda Wireless Holdings, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
PCTV Gold II, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
People’s Choice TV of Albuquerque, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
People’s Choice TV of Houston, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
PCTV of Milwaukee, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
PCTV of Salt Lake City, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
People’s Choice TV of St. Louis, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
People’s Choice TV of Tucson, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Preferred Entertainment, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
SpeedChoice of Detroit, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
SpeedChoice of Phoenix, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Wireless Cable of Indianapolis, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
G&S TV LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WCOF, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
TDI Acquisition Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS California, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS Idaho, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS Montana, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Wireless Broadband Services of America, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Sprint Wireless Broadband Company LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Wireless Broadcasting Systems of Knoxville, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS Washington, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS Oregon, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS of America, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS of Sacramento, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS of Ft. Pierce, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS of Melbourne, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS of West Palm, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
SCC X, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
NSAC, LLC
|
ATI of Santa Rosa, LLC
|
WBC NY, LLC
|
American Telecasting of Seattle, LLC
|
ATL MDS, LLC
|
American Telecasting of Sheridan, LLC
|
LA MDS, LLC
|
American Telecasting of Toledo, LLC
|
NY MDS, LLC
|
American Telecasting of Youngstown, LLC
|
SF MDS, LLC
|
American Telecasting of Yuba City, LLC
|
Via/Net, LLC
|
PCTV Sub, LLC
|
Wavepath Sub, LLC
|
Alda Gold II, LLC
|
Sprint (Bay Area), LLC
|
Alda Tucson, LLC
|
Transworld Telecom II, LLC
|
Alda Wireless Holdings, LLC
|
WHI Sub, LLC
|
PCTV Gold II, LLC
|
Bay Area Cablevision, LLC
|
People’s Choice TV of Albuquerque, LLC
|
TWTV Spokane, LLC
|
People’s Choice TV of Houston, LLC
|
TTI Acquisition, LLC
|
PCTV of Milwaukee, LLC
|
WHI SD LLC
|
PCTV of Salt Lake City, LLC
|
ATI Sub, LLC
|
People’s Choice TV of St. Louis, LLC
|
American Telecasting Development, LLC
|
People’s Choice TV of Tucson, LLC
|
American Telecasting of Anchorage, LLC
|
Preferred Entertainment, LLC
|
American Telecasting of Bend, LLC
|
SpeedChoice of Detroit, LLC
|
American Telecasting of Bismarck, LLC
|
SpeedChoice of Phoenix, LLC
|
American Telecasting of Cincinnati, LLC
|
Wireless Cable of Indianapolis, LLC
|
American Telecasting of Colorado Springs, LLC
|
G&S TV LLC
|
American Telecasting of Columbus, LLC
|
WCOF, LLC
|
American Telecasting of Denver, LLC
|
TDI Acquisition Sub, LLC
|
American Telecasting of Fort Collins, LLC
|
WBS California, LLC
|
American Telecasting of Fort Myers, LLC
|
WBS Idaho, LLC
|
American Telecasting of Green Bay, LLC
|
WBS Montana, LLC
|
American Telecasting of Jackson, LLC
|
Wireless Broadband Services of America, LLC
|
American Telecasting of Lansing, LLC
|
Sprint Wireless Broadband Company LLC
|
American Telecasting of Lincoln, LLC
|
Wireless Broadcasting Systems of Knoxville, LLC
|
American Telecasting of Little Rock, LLC
|
WBS Washington, LLC
|
American Telecasting of Louisville, LLC
|
WBS Oregon, LLC
|
American Telecasting of Medford, LLC
|
WBS of America, LLC
|
American Telecasting of Michiana, LLC
|
WBS of Sacramento, LLC
|
American Telecasting of Monterey, LLC
|
WBS of Ft. Pierce, LLC
|
American Telecasting of Oklahoma, LLC
|
WBS of Melbourne, LLC
|
American Telecasting of Portland, LLC
|
WBS of West Palm, LLC
|
American Telecasting of Redding, LLC
|
SCC X, LLC
|
American Telecasting of Salem/Eugene, LLC
|
|
American Telecasting of Santa Barbara, LLC
|
/s/ Don A. Jensen
|
|
Don A. Jensen
|
United Telecommunications, Inc.
|
||
By
|
/s/ Don A. Jensen
|
|
Don A. Jensen
|
||
Vice President and Secretary
|
United Telecom Communications, Inc.
|
(Name of Corporation)
|
We,
|
John R. Hoffman
|
, Senior Vice-President, and
|
Kathleen M. Rhoades | , Secretary of | |||||
|
(President or Vice President)
|
|
(Secretary or Assistant Secretary) | ||||||
United Telecom Communications,Inc.
|
,
|
||||||||
(Name of Corporation)
|
|||||||||
a corporation organized and existing under the laws of the State of Kansas, and whose registered office is at
|
|||||||||
2330 Johnson Drive
|
in the city of
|
||||||||
(Street Address or Rural Route) | |||||||||
Westwood |
, county of
|
Johnson | , | 66205 | |||||
(City) |
|
(County)
|
(Zip Code) | ||||||
Kansas, do hereby certify that at the
|
Special | meeting of the | |||||||
(Regular or Special)
|
|||||||||
Board of Directors of said corporation held of the |
twenty sixth
|
day of |
|
[Seal]
|
/s/ John R. Hoffman
|
John R. Hoffman
|
|
/s/ Kathleen M. Rhoades
|
|
Kathleen M. Rhoades
|
|
(OVER)
|
[Seal]
|
/s/ John R. Hoffman
|
John R. Hoffman
|
|
/s/ Kathleen M. Rhoades
|
|
Kathleen M. Rhoades
|
We, John R. Hoffman, , Senior Vice-President, and Kathleen M. Rhoades , Assistant Secretary of US Telcom, Inc.
|
(Name of Corporation)
|
do hereby certify that at a meeting of the board of directors of said corporation the following resolution was duly adopted:
Be it resolved that the Registered Office in the State of Kansas of said corporation be changed to
|
|
|
|
|
(Street and Number)
|
(Town or City)
|
(County)
|
(State)
|
(Zip Code)
|
John R. Hoffman, Senior Vice President
|
(Individual or Kansas Corporation)
|
/s/ John R. Hoffman
|
||
Sr. Vice President
|
||
/s/ Kathleen M. Rhoades
|
||
Assistant Secretary
|
US TELECOM, INC.
|
||
By:
|
/s/ Alan K. Stewart
|
|
Vice-President
|
ATTEST:
|
||
By
|
/s/ Kathleen M. Rhoades
|
|
Assistant Secretary
|
US TELECOM – DATA COMMUNICATIONS COMPANY
|
||
By:
|
/s/ C. Thomas Jay
|
|
Vice-President
|
ATTEST:
|
||
By
|
/s/ Kathleen M. Rhoades
|
|
Assistant Secretary
|
US TELECOM - CORPORATE NETWORK
SERVICES COMPANY |
||
By:
|
/s/ Richard C. Smith, Jr.
|
|
Vice-President
|
ATTEST:
|
||
By
|
/s/ David D. Kardell
|
|
Assistant Secretary
|
UNICOMM, INC.
|
||
By:
|
/s/ Richard C. Smith, Jr.
|
|
Vice-President
|
ATTEST:
|
||
By
|
/s/ David D. Kardell
|
|
Secretary
|
US TELECOM - COMMUNICATIONS SERVICES COMPANY
|
||
By:
|
/s/ C. Thomas Jay
|
|
Vice-President
|
ATTEST:
|
||
By
|
/s/ Kathleen M. Rhoades
|
|
Assistant Secretary
|
US TELECOM, INC.
|
||
By:
|
/s/ Alan K. Stewart
|
|
Vice-President
|
||
By:
|
/s/ Kevin M. Pucker
|
|
Assistant Secretary
|
ATTEST:
|
||
By
|
/s/ Kathleen M. Rhoades
|
|
Assistant Secretary
|
US TELECOM - COMMUNICATIONS SERVICES COMPANY
|
||
By:
|
/s/ Alan K. Stewart
|
|
Vice-President
|
||
By:
|
/s/ Kevin M. Pucker
|
|
Assistant Secretary
|
ATTEST:
|
||
By
|
/s/ Kathleen M. Rhoades
|
|
Assistant Secretary
|
US TELECOM - DATA COMMUNICATIONS COMPANY
|
||
By:
|
/s/ C. Thomas Jay
|
|
President
|
||
By:
|
/s/ Kathleen M. Rhoades
|
|
Assistant Secretary
|
ATTEST:
|
||
By
|
/s/ Kathleen M. Rhoades
|
|
Assistant Secretary
|
US TELECOM - CORPORATE NETWORK SERVICES COMPANY
|
||
By:
|
Richard C. Smith, Jr.
|
|
President
|
||
By:
|
/s/ David D. Kardell
|
|
Secretary
|
ATTEST:
|
||
By
|
/s/ David D. Kardell
|
|
Secretary
|
UNICOMM, INC.
|
||
By:
|
Richard C. Smith, Jr.
|
|
President
|
||
By:
|
/s/ David D. Kardell
|
|
Secretary
|
ATTEST:
|
||
By
|
/s/ David D. Kardell
|
|
Secretary
|
2330 Shawnee Mission Parkway
|
Westwood
|
Johnson
|
Kansas
|
66205
|
(Street and Number)
|
(Town or City)
|
(County)
|
(State)
|
(Zip Code)
|
Michael T. Hyde
|
(Individual or Kansas Corporation)
|
/s/ Don A. Jensen
|
|
Vice-President
|
|
/s/ Michael T. Hyde
|
|
Assistant Secretary
|
2330 Shawnee Mission Parkway
|
Westwood
|
Johnson
|
Kansas
|
66205
|
(Street and Number)
|
(Town or City)
|
(County)
|
(State)
|
(Zip Code)
|
Michael T. Hyde
|
(Individual or Kansas Corporation)
|
2330 Shawnee Mission Parkway
|
Westwood
|
Johnson
|
Kansas
|
66205
|
(Street and Number)
|
(Town or City)
|
(County)
|
(State)
|
(Zip Code)
|
THE CORPORATION COMPANY, INC.
|
(Individual or Kansas Corporation)
|
534 So. Kansas Avenue
|
Topeka
|
Shawnee
|
Kansas
|
66603
|
(Street and Number)
|
(Town or City)
|
(County)
|
(State)
|
(Zip Code)
|
/s/ Don A. Jensen
|
|
Vice-President
|
|
/s/ Michael T. Hyde
|
|
Assistant Secretary
|
To: |
The Hon. Bill Graves, Secretary of State
Corporation Department Capitol Building, Second Floor 10th Street and Jackson Avenue Topeka, Kansas 66612 |
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1. |
The name of the agent is: The Corporation Company, Inc.
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2. |
The address of the old registered office was:
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3. |
The address to which the registered office is to changed is:
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4. |
The names of the corporations represented by said agent are set forth on the list annexed to this certificate and made a part hereof by reference.
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THE CORPORATION COMPANY, INC.
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(Name of Registered Agent)
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By:
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/s/ Louis A. Lotorto
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(Vice-President)
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ATTEST:
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/s/ Donald A. Grella
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(Assistant Secretary)
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/s/ Theresa Alfieri
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Notary Public
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US TELECOM, INC.
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By:
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/s/ Timothy P. O’Grady
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Its Vice-President, Timothy P. O’Grady
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/s/ Stefan K. Schnopp
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Its Assistant Secretary, Stefan K. Schnopp
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STATE OF KANSAS
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)
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)
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ss.
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COUNTY OF JOHNSON
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)
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/s/ Don A. Jensen
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Don A. Jensen
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Vice-President
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/s/ Michael T. Hyde
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Michael T. Hyde
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Assistant Secretary
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STATE OF KANSAS
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)
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)
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ss.
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COUNTY OF JOHNSON
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)
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/s/ Don A. Jensen
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Don A. Jensen
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/s/ Michael T. Hyde
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Michael T. Hyde
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US Telecom, Inc.
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By:
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/s/ Don A. Jensen
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Don A. Jensen
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Vice President and Secretary
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ATTEST:
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/s/ Michael T. Hyde
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Michael T. Hyde, Assistant Secretary
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UST PhoneCo, Inc.
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By:
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/s/ Don A. Jensen
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Don A. Jensen
President
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ATTEST:
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/s/ Timothy P. O’Grady
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Timothy P. O’Grady
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Assistant Secretary
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1. Name of the corporation
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US TELECOM, INC.
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Name must match the name on record with the Secretary of State
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200 S.W. 30th Street,
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Topeka,
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Shawnee,
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Kansas
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66611
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Street Address
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City
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State
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Zip Code
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Corporation Service Company
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Individual or Kansas Corporation
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/s/ Claudia S. Toussaint
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President or Vice President
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Claudia S. Toussaint, Vice President
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/s/ Michael T. Hyde
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Secretary or Assistant Secretary
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Michael T. Hyde, Assistant Secretary
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Contact Information
Kansas Secretary of State
Ron Thornburgh
Memorial Hall, 1st Floor
120 SW 10th Avenue
Topeka, KS 66612-1240
785-296-4564
kssos@kssos.org
www.kssos.org
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RGO
53- 25
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KANSAS SECRETARY OF STATE
Change of Resident Agent Name and/or
Registered Office Address by
Resident Agent
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CONTACT: Kansas Office of the Secretary of State
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Memorial Hall, 1st Floor
120 S.W. 10th Avenue
Topeka, KS 66612-1594
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(785) 296-4564
kssos@soS.ks.gov
www.sos.ks.gov
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1. I, Corporation Service Company, the resident agent for the entity(ies) listed below, do hereby certify that I have changed my name and/or the registered office address in the state of Kansas for
the following business entity(ies):
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8. I declare under penalty of perjury under the laws of the state of Kansas that the foregoing is true and correct and that I have remitted the required fee.
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/s/ John H. Pelletier
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July 6, 2012
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Signature of resident agent
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Date (month, day, year)
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John H. Pelletier, Assistant Vice President
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Name of signer (printed or typed)
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Surviving Entity
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US TELECOM, INC.
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By:
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/s/ Timothy P. O’Grady
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Timothy P. O’Grady | ||
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Vice-President |
ATTEST:
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/s/ Stefan K. Schnopp
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Stefan K. Schnopp
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Assistant Secretary
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Surviving Entity
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US TELECOM, INC.
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By:
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/s/ Timothy P. O’Grady
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Timothy P. O’Grady, Vice-President |
ATTEST:
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/s/ Stefan K. Schnopp
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US TELECOM, INC.
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By:
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/s/ Timothy P. O’Grady
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||
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Timothy P. O’Grady, Vice-President
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ATTEST:
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/s/ Stefan K. Schnopp
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Stefan K. Schnopp, Assistant Secretary
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US TELECOM, INC.
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By:
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/s/ Timothy P. O’Grady
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Timothy P. O’Grady, Vice-President |
ATTEST:
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/s/ Stefan K. Schnopp
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Stefan K. Schnopp, Assistant Secretary
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US TELECOM, INC.
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By:
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/s/ Stefan K. Schnopp
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Stefan K. Schnopp, Vice-President
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ATTEST:
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/s/ Katie True-Awtry
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Katie True-Awtry, Assistant Secretary
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Surviving Entity:
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US TELECOM, INC.
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By:
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/s/ Stefan K. Schnopp
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Stefan K. Schnopp
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Vice-President
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ATTEST:
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/s/ Katie True-Awtry
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Katie True-Awtry
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Assistant Secretary
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Non-Surviving Entity:
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UCOM, INC.
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By:
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/s/ Stefan K. Schnopp
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Stefan K. Schnopp
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Vice-President
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ATTEST:
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/s/ Katie True-Awtry
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Katie True-Awtry
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Assistant Secretary
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(a) |
Limitation of Liability. No person shall be liable to the Corporation for any loss or damage suffered by it on account of any action taken or omitted to be taken by him as a director, officer, employee or agent of the Corporation in
good faith, if such person (1) exercised or used the same degree of care and skill as a prudent man would have exercised or used under the circumstances in the conduct of his own affairs, or (2) took or omitted to take such action in reliance
upon advice of counsel for the Corporation or upon statements made or information furnished by officers or employees of the Corporation which he had reasonable grounds to believe.
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(b) |
Indemnification.
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(1) |
Actions Other Than Those by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation (or such
other corporation or organization), and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
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(2) |
Action by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney’s fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation (or such other corporation or organization) and
except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation (or such other
corporation or organization) unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
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(3) |
Successful Defense of Action. Notwithstanding, and without limitation of, any other provision of this SECTION 4, to the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in paragraph (1) or (2) of this sub-Section (b), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorney’s fees) actually and
reasonably incurred by him in connection therewith.
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(4) |
Determination Required. Any indemnification under paragraph (1) or (2) of this sub-Section (b) (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification
of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in said paragraph. Such determination shall be made (i) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to the particular action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the stockholders.
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(5) |
Advance of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of
Directors in the specific case upon receipt of a satisfactory undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this sub-Section (b).
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NAME
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ADDRESS
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A. K. Wnorowski
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8140 Ward Parkway
Kansas City, Missouri 64114
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D. M. Holland
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8140 Ward Parkway
Kansas City, Missouri 64114
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Jonathan Sox
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8140 Ward Parkway,
Kansas City, Missouri 64114
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NAMES
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ADDRESSES
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J. L. Miles
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906 Olive Street
St. Louis, Missouri 63101
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S. A. Gramlich
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06 Olive Street
St. Louis, Missouri 63101
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M. S. Kinkead
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06 Olive Street
St. Louis, Missouri 63101
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/s/ J. L. Miles
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J. L. Miles - Incorporator Name:
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/s/ S. A. Gramlich
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S. A. Gramlich - Incorporator Name:
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/s/ M. S. Kinkead
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M. S. Kinkead - Incorporator Name:
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1.
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Name of the limited liability company
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Utelcom LLC
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3.
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Mailing Address
Address will be used to send official mail from the Secretary of State’s Office.
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Attention Name
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Tax Department
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Address
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6100 Sprint Parkway
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City
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State
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Zip
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Country
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Overland Park
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KS
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66251
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USA
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4.
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Tax Closing Month
(December is default)
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March
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5. I declare under penalty of perjury pursuant to the laws of the state of Kansas that the foregoing is true and correct.
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Signature of authorized person of the corporation or entity
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/s/ Stefan K. Schnopp
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Stefan K. Schnopp, Vice President
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SPRINT COMMUNICATIONS, INC.
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By:
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/s/ Stefan K. Schnopp
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Stefan K. Schnopp
Vice President
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SPRINT COMMUNICATIONS, INC.
As former Member
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US TELECOM, INC.
As new Member
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By:
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/s/ Stefan K. Schnopp
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By:
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/s/ Stefan K. Schnopp
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Stefan K. Schnopp, Vice President
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Stefan K. Schnopp, Vice President
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/s/ Stefan K. Schnopp
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Authorized Person
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Name:
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Stefan K. Schnopp
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Print or Type
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1.
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The name of the Limited Liability Company is: VIRGIN MOBILE USA - EVOLUTION, LLC.
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2.
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That a Certificate of Conversion was filed by the Secretary of State of Delaware on August 28, 2017, and that said Certificate requires correction as permitted by Section 18-211 of
the Limited Liability Company Act.
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3.
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The inaccuracy or defect of said Certificate is: (must give specific reason) The Certificate of Conversion should have had an effective date of August 31, 2017.
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4.
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The Certificate is hereby corrected to read as follows:
Adding an article 6: the Conversion effective date is August 31, 2017.
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By:
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/s/ Katie True-Awtry
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Name:
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Katie True-Awtry
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Title:
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Assistant Secretary
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VIRGIN MOBILE USA, L.P.
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By:
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/s/ Stefan K. Schnopp
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Name:
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Stefan K. Schnopp
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Title:
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Vice President
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CORTAIRE LIMITED, Authorized Person
|
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By:
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/s/ Frank Dearie
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Name: Frank Dearie
|
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Title: Director
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/s/ Scott W. Andreasen
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Authorized Person
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Name:
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Scott W. Andreasen
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Print or Type
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1. |
Name. The name of the Company shall be VMU GP, LLC, or such other name as the Members may from time to time hereafter designate.
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2. |
Definitions. Capitalized terms not otherwise defined herein shall have the meanings set forth therefor in Section 18-101 of the Act.
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3. |
Purpose. The Company is formed for the purpose of engaging in any lawful business permitted by the Act or the laws of any jurisdiction in which the Company may do business. The Company shall have the power to engage in all
activities and transactions which the Members deem necessary or advisable in connection with the foregoing.
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4. |
Offices. The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as the Members may designate from time to time.
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5. |
Members and Interests. The name and address of each Member of the Company, from time to time, are as set forth on Schedule A attached hereto. Pursuant to the Reorganization Agreement and upon execution of this Agreement, Virgin
Mobile USA, Inc., is hereby admitted to the Company as a member of the Company. Immediately following such admission, Cortaire Limited shall cease to be a member of the Company and the Company is hereby continued without dissolution. The
business and affairs of the Company shall be managed by the Members. The Members shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory
or otherwise, possessed by members under the laws of the State of Delaware. Each Member and each individual authorized by such Member is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file
the certificate of formation of the Company (and any amendments and/or restatements thereof) and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction
in which the Company may wish to conduct business. The execution by any Member or by any one individual authorized by any such Member of any of the foregoing certificates (and any amendments and/or restatements thereof) shall be sufficient.
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6. |
Term. The term of the Company shall commence on the date of filing of the certificate of formation of the Company in accordance with the Act and shall continue until the Company is dissolved and its affairs are wound up in
accordance with Section 13 of this Agreement and a certificate of cancellation is filed in accordance with the Act.
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7. |
Management of the Company. Any action to be taken by the Company shall require the affirmative vote of Members holding a majority of the Units of the Company (except as otherwise expressly provided herein). Any action so approved
may be taken by any Member on behalf of the Company and any action so taken shall bind the Company. Notwithstanding any other provision of this Agreement, the Member may execute, deliver and perform any document or agreement on behalf of
the Company.
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8. |
Capital Contributions. Members shall make cash and non-cash capital contributions to the Company in such amounts and at such times as they shall mutually agree pro rata in accordance with their limited liability company interests
as set forth in Schedule A hereof (“Limited Liability Company Interests”), which amounts shall be set forth in the books and records of the Company.
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9. |
Assignments of Member Interest. A Member may not sell, assign, pledge or otherwise transfer or encumber (collectively, a “Transfer”) any of its Units in the Company to any Person without the affirmative vote of the Members holding
a majority of the Units of the Company.
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10. |
Resignation. No Member shall have the right to resign from the Company except with the consent of all of the Members and upon such terms and conditions as may be specifically agreed upon between the resigning Member and the
remaining Members. The provisions hereof with respect to distributions upon resignation are exclusive and no Member shall be entitled to claim any further or different distribution upon resignation under Section 18-604 of the Act or
otherwise.
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11. |
Allocations and Distributions. Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Members may determine.
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12. |
Return of Capital. No Member has the right to receive any distributions which include a return of all or any part of such Member’s capital contribution, provided that upon the dissolution and winding up of the Company, the assets
of the Company shall be distributed as provided in Section 18-804 of the Act.
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13. |
Dissolution. Upon the affirmative vote of Members holding a majority of the Units of the Company to dissolve the Company, the Company shall be dissolved pursuant to Section 18-801 of the Act. The Company shall also be dissolved at
any times there are no members of the Company unless the Company is continued in accordance with the Act, or upon entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act. At the time the Company is
dissolved, the business and affairs of the Company shall be wound up and liquidated by a liquidating trustee to be appointed by the Members (the “Liquidator”) as expeditiously as business circumstances will permit in an orderly and
business-like manner and in accordance with applicable law. The proceeds of any liquidation shall be applied and distributed in the following order:
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14. |
Amendments. This Agreement may be amended only upon the written consent of all of the Members.
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15. |
Miscellaneous. The Members shall not have any liability for the debts, obligations or liabilities of the Company except to the extent provided by the Act. This Agreement shall be governed by, and construed under, the laws of the
State of Delaware, without regard to conflict of law rules.
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16. |
Officers. The Company, and each Member on behalf of the Company, acting singly or jointly, may employ and retain persons as may be necessary or appropriate for the conduct of the Company’s business (subject to the supervision and
control of the Members), including employees and agents who may be designated as officers with titles, including, but not limited to, “chairman,” “chief executive officer,” “president,” “vice president,” “treasurer,” “secretary,” “managing
director,” “chief financial officer,” “assistant treasurer” and “assistant secretary” as and to the extent authorized by the Members.
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VIRGIN MOBILE USA,
|
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By:
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/s/ Peter Lurie
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Name:
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Peter Lurie
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Title:
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General Counsel
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Accepted and agreed:
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CORTAIRE LIMITED
|
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By:
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/s/ Frank Dearie
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Name: Frank Dearie
|
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Title: Director
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Name and Address of Members
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Limited Liability Company Interests
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Units
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Virgin Mobile USA, Inc.
10 Independence Boulevard
Warren, NJ 07059
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100%
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1,000
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/s/ Charles R. Wunsch
|
||
Charles R. Wunsch
|
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Authorized Person
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COMPANY:
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MEMBER:
|
|||
WBS of America, LLC
|
Wireless Broadcasting Systems of America, Inc.
|
|||
By:
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Wireless Broadcasting Systems of America, Inc.
|
|||
Title:
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Manager and Sole Member
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By:
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/s/ Timothy P. O’Grady
|
|
Name:
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Timothy P. O’Grady
|
|||
By:
|
/s/ Timothy P. O’Grady
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Title:
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Vice President
|
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Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
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1. |
Member: The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
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2. |
Manager: The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
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3. |
Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the Transfer Entities are hereby amended to provide for the LLC as the sole Member and Manager for each of the
Transfer Entities.
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4. |
Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a capital contribution of Contributor to LLC.
|
5. |
Miscellaneous:
|
|
a. |
Assignment: This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
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b. |
Governing Law: This Agreement shall be construed in accordance with, and governed by, the Laws of the State of Delaware.
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c. |
Further Assurances: Each of the parties will, and will cause their respective affiliates to, execute and deliver such further certificates, agreements and other documents and to take such other actions as the other parties may
reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters. To the extent any Contributed Interests are not transferred on the date hereof, the Contributor will
transfer any such interests to LLC as soon as reasonably practicable after such interests become transferable.
|
Sprint HoldCo, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
SX Sub,LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
NSAC, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBC NY, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
ATL MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
LA MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
NY MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
SF MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Via/Net, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Wavepath Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Sprint (Bay Area), LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Transworld Telecom II, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WHI Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Bay Area Cablevision, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
TWTV Spokane, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
TTI Acquisition, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WHI SD LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
ATI Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting Development, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Anchorage, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Bend, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Bismarck, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Cincinnati, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Colorado Springs, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Columbus, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Denver, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Ft. Collins, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Fort Myers, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Green Bay, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Jackson, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Lansing, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Lincoln, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Little Rock, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Louisville, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Medford, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Michiana, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Monterey, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Oklahoma, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Portland, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Redding, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Salem/Eugene, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Santa Barbara, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
ATI of Santa Rosa, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Seattle, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Sheridan, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Toledo, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Youngstown, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Yuba City, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
PCTV Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Alda Gold II, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Alda Tucson, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Alda Wireless Holdings, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
PCTV Gold II, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
People’s Choice TV of Albuquerque, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
People’s Choice TV of Houston, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
PCTV of Milwaukee, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
PCTV of Salt Lake City, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
People’s Choice TV of St. Louis, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
People’s Choice TV of Tucson, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Preferred Entertainment, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
SpeedChoice of Detroit, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
SpeedChoice of Phoenix, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Wireless Cable of Indianapolis, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
G&S TV LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WCOF, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
TDI Acquisition Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS California, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS Idaho, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS Montana, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Wireless Broadband Services of America, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Sprint Wireless Broadband Company LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Wireless Broadcasting Systems of Knoxville, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS Washington, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS Oregon, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS of America, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS of Sacramento, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS of Ft. Pierce, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS of Melbourne, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS of West Palm, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
SCC X, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
NSAC, LLC
|
American Telecasting of Youngstown, LLC
|
WBCNY, LLC
|
American Telecasting of Yuba City, LLC
|
ATL MDS, LLC
|
PCTV Sub, LLC
|
LA MDS, LLC
|
Alda Gold II, LLC
|
NY MDS, LLC
|
Alda Tucson, LLC
|
SF MDS, LLC
|
Alda Wireless Holdings, LLC
|
Via/Net, LLC
|
PCTV Gold II, LLC
|
Wavepath Sub, LLC
|
People’s Choice TV of Albuquerque, LLC
|
Sprint (Bay Area), LLC
|
People’s Choice TV of Houston, LLC
|
Transworld Telecom II, LLC
|
PCTV of Milwaukee, LLC
|
WHI Sub, LLC
|
PCTV of Salt Lake City, LLC
|
Bay Area Cablevision, LLC
|
People’s Choice TV of St. Louis, LLC
|
TWTV Spokane, LLC
|
People’s Choice TV of Tucson, LLC
|
TTI Acquisition, LLC
|
Preferred Entertainment, LLC .
|
WHI SD LLC
|
SpeedChoice of Detroit, LLC
|
ATI Sub, LLC
|
SpeedChoice of Phoenix, LLC
|
American Telecasting Development, LLC
|
Wireless Cable of Indianapolis, LLC
|
American Telecasting of Anchorage, LLC
|
G&S TV LLC
|
American Telecasting of Bend, LLC
|
WCOF, LLC
|
American Telecasting of Bismarck, LLC
|
TDI Acquisition Sub, LLC
|
American Telecasting of Cincinnati, LLC
|
WBS California, LLC
|
American Telecasting of Colorado Springs, LLC
|
WBS Idaho, LLC
|
American Telecasting of Columbus, LLC
|
WBS Montana, LLC
|
American Telecasting of Denver, LLC
|
Wireless Broadband Services of America, LLC
|
American Telecasting of Fort Collins, LLC
|
Sprint Wireless Broadband Company LLC
|
American Telecasting of Fort Myers, LLC
|
Wireless Broadcasting Systems of Knoxville, LLC
|
American Telecasting of Green Bay, LLC
|
WBS Washington, LLC
|
American Telecasting of Jackson, LLC
|
WBS Oregon, LLC
|
American Telecasting of Lansing, LLC
|
WBS of America, LLC
|
American Telecasting of Lincoln, LLC
|
WBS of Sacramento, LLC
|
American Telecasting of Little Rock, LLC
|
WBS of Ft. Pierce, LLC
|
American Telecasting of Louisville, LLC
|
WBS of Melbourne, LLC
|
American Telecasting of Medford, LLC
|
WBS of West Palm, LLC
|
American Telecasting of Michiana, LLC
|
SCCX, LLC
|
American Telecasting of Monterey, LLC
|
|
American Telecasting of Oklahoma, LLC
|
|
American Telecasting of Portland, LLC
|
|
American Telecasting of Redding, LLC
|
|
American Telecasting of Salem/Eugene, LLC
|
|
American Telecasting of Santa Barbara, LLC
|
|
ATI of Santa Rosa, LLC
|
|
American Telecasting of Seattle, LLC
|
|
American Telecasting of Sheridan, LLC
|
|
American Telecasting of Toledo, LLC
|
/s/ Charles R. Wunsch
|
|
Charles R. Wunsch
|
|
Authorized Person
|
COMPANY:
|
|
MEMBER:
|
||
|
||||
WBS of Sacramento, LLC
|
|
Wireless Broadcasting Systems of America, Inc.
|
||
|
||||
By:
|
Wireless Broadcasting Systems of America, Inc.
|
|
By:
|
/s/ Timothy P. O’Grady
|
Title:
|
Manager and Sole Member
|
|
Name:
|
Timothy P. O’Grady
|
|
Title: | Vice President | ||
By:
|
/s/ Timothy P. O’Grady
|
|
|
|
Name:
|
Timothy P. O’Grady
|
|
||
Title:
|
Vice President
|
|
1. |
Member: The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
2. |
Manager: The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
3. |
Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the Transfer Entities are hereby amended to provide for the LLC as the sole Member and Manager for each of the
Transfer Entities.
|
4. |
Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a capital contribution of Contributor to LLC.
|
5. |
Miscellaneous:
|
|
a. |
Assignment: This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
|
|
b. |
Governing Law: This Agreement shall be construed in accordance with, and governed by, the Laws of the State of Delaware.
|
|
c. |
Further Assurances: Each of the parties will, and will cause their respective affiliates to, execute and deliver such further certificates, agreements and other documents and to take such other actions as the other parties may
reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters. To the extent any Contributed Interests are not transferred on the date hereof, the Contributor will
transfer any such interests to LLC as soon as reasonably practicable after such interests become transferable.
|
Sprint HoldCo, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
SX Sub,LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
NSAC, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBC NY, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
ATL MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
LA MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
NY MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
SF MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Via/Net, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Wavepath Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Sprint (Bay Area), LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Transworld Telecom II, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WHI Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Bay Area Cablevision, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
TWTV Spokane, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
TTI Acquisition, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WHI SD LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
ATI Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting Development, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Anchorage, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Bend, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Bismarck, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Cincinnati, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Colorado Springs, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Columbus, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Denver, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Ft. Collins, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Fort Myers, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Green Bay, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Jackson, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Lansing, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Lincoln, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Little Rock, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Louisville, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Medford, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Michiana, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Monterey, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Oklahoma, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Portland, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Redding, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Salem/Eugene, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Santa Barbara, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
ATI of Santa Rosa, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Seattle, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Sheridan, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Toledo, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Youngstown, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Yuba City, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
PCTV Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Alda Gold II, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Alda Tucson, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Alda Wireless Holdings, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
PCTV Gold II, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
People’s Choice TV of Albuquerque, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
People’s Choice TV of Houston, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
PCTV of Milwaukee, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
PCTV of Salt Lake City, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
People’s Choice TV of St. Louis, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
People’s Choice TV of Tucson, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Preferred Entertainment, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
SpeedChoice of Detroit, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
SpeedChoice of Phoenix, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Wireless Cable of Indianapolis, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
G&S TV LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WCOF, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
TDI Acquisition Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS California, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS Idaho, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS Montana, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Wireless Broadband Services of America, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Sprint Wireless Broadband Company LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Wireless Broadcasting Systems of Knoxville, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS Washington, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS Oregon, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS of America, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS of Sacramento, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS of Ft. Pierce, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS of Melbourne, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS of West Palm, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
SCC X, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
NSAC, LLC
|
American Telecasting of Youngstown, LLC
|
WBCNY, LLC
|
American Telecasting of Yuba City, LLC
|
ATL MDS, LLC
|
PCTV Sub, LLC
|
LA MDS, LLC
|
Alda Gold II, LLC
|
NY MDS, LLC
|
Alda Tucson, LLC
|
SF MDS, LLC
|
Alda Wireless Holdings, LLC
|
Via/Net, LLC
|
PCTV Gold II, LLC
|
Wavepath Sub, LLC
|
People’s Choice TV of Albuquerque, LLC
|
Sprint (Bay Area), LLC
|
People’s Choice TV of Houston, LLC
|
Transworld Telecom II, LLC
|
PCTV of Milwaukee, LLC
|
WHI Sub, LLC
|
PCTV of Salt Lake City, LLC
|
Bay Area Cablevision, LLC
|
People’s Choice TV of St. Louis, LLC
|
TWTV Spokane, LLC
|
People’s Choice TV of Tucson, LLC
|
TTI Acquisition, LLC
|
Preferred Entertainment, LLC .
|
WHI SD LLC
|
SpeedChoice of Detroit, LLC
|
ATI Sub, LLC
|
SpeedChoice of Phoenix, LLC
|
American Telecasting Development, LLC
|
Wireless Cable of Indianapolis, LLC
|
American Telecasting of Anchorage, LLC
|
G&S TV LLC
|
American Telecasting of Bend, LLC
|
WCOF, LLC
|
American Telecasting of Bismarck, LLC
|
TDI Acquisition Sub, LLC
|
American Telecasting of Cincinnati, LLC
|
WBS California, LLC
|
American Telecasting of Colorado Springs, LLC
|
WBS Idaho, LLC
|
American Telecasting of Columbus, LLC
|
WBS Montana, LLC
|
American Telecasting of Denver, LLC
|
Wireless Broadband Services of America, LLC
|
American Telecasting of Fort Collins, LLC
|
Sprint Wireless Broadband Company LLC
|
American Telecasting of Fort Myers, LLC
|
Wireless Broadcasting Systems of Knoxville, LLC
|
American Telecasting of Green Bay, LLC
|
WBS Washington, LLC
|
American Telecasting of Jackson, LLC
|
WBS Oregon, LLC
|
American Telecasting of Lansing, LLC
|
WBS of America, LLC
|
American Telecasting of Lincoln, LLC
|
WBS of Sacramento, LLC
|
American Telecasting of Little Rock, LLC
|
WBS of Ft. Pierce, LLC
|
American Telecasting of Louisville, LLC
|
WBS of Melbourne, LLC
|
American Telecasting of Medford, LLC
|
WBS of West Palm, LLC
|
American Telecasting of Michiana, LLC
|
SCCX, LLC
|
American Telecasting of Monterey, LLC
|
|
American Telecasting of Oklahoma, LLC
|
|
American Telecasting of Portland, LLC
|
|
American Telecasting of Redding, LLC
|
|
American Telecasting of Salem/Eugene, LLC
|
|
American Telecasting of Santa Barbara, LLC
|
|
ATI of Santa Rosa, LLC
|
|
American Telecasting of Seattle, LLC
|
|
American Telecasting of Sheridan, LLC
|
|
American Telecasting of Toledo, LLC
|
/s/ Timothy P. O’Grady
|
|
Timothy P. O'Grady
|
|
Authorized Person
|
COMPANY:
|
MEMBER:
|
|||
WBSY Licensing, LLC
|
WBS Washington, LLC
|
|||
By:
|
WBS Washington, LLC
|
By:
|
/s/ Timothy P. O’Grady
|
|
Title:
|
Manager and Sole Member
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
MEMBER:
|
||
WBS WASHINGTON, LLC
|
||
By Clearwire Xohm LLC, its Manager
|
||
By
|
/s/ Broady Hodder
|
|
Its
|
Broady Hodder
|
|
SVP, General Counsel & Secretary
|
The Company or Companies
|
Sole Member
|
|
1.
|
WBSY Licensing, LLC, a Delaware limited liability company
|
WBS Washington, LLC, a Delaware limited liability company
|
2.
|
Kennewick Licensing, LLC, a Delaware limited liability company
|
WBS Washington, LLC, a Delaware limited liability company
|
/s/ Brian P. Ward
|
||
Brian P. Ward
|
||
Authorized Person
|
COMPANY:
|
MEMBER:
|
|||||
WCOF, LLC
|
Wireless Cable of Florida, Inc.
|
|||||
By:
|
Wireless Cable of Florida, Inc.
|
By:
|
/s/ Timothy P. O’Grady
|
|||
Title:
|
Manager and Sole Member
|
Name:
|
Timothy P. O’Grady
|
|||
Title:
|
Vice President
|
|||||
By:
|
/s/ Timothy P. O’Grady
|
|||||
Name:
|
Timothy P. O’Grady
|
|||||
Title:
|
Vice President
|
1. |
Member: The LLC is the sole Member (as defined in the applicable limited liability company
agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
2. |
Manager: The LLC is the Manager (as defined in the applicable limited liability company
agreements governing each of the Transfer Entities) for each of the Transfer Entities,
|
3. |
Amendments to Limited Liability Company Agreements: The limited liability company agreements
governing each of the Transfer Entities are hereby amended to provide for the LLC as the sole Member and Manager for each of the Transfer Entities.
|
4. |
Capital Contribution: The contribution of the membership interest in each of the Transfer
Entities shall be deemed a capital contribution of Contributor to LLC.
|
5. |
Miscellaneous:
|
|
a. |
Assignment: This Agreement shall be binding on, and shall inure to the benefit of, the parties
hereto and their respective successors and assigns.
|
|
b. |
Governing Law: This Agreement shall be construed in accordance with, and governed by, the laws
of the State of Delaware.
|
|
c. |
Further Assurances: Each of the parties will, and will cause their respective affiliates to,
execute and deliver such further certificates, agreements and other documents and to take such other actions as the other parries may reasonably request to consummate or implement the transactions contemplated by this Agreement or to
evidence such events or matters. To the extent any Contributed Interests are not transferred on the date hereof, the Contributor will transfer any such interests to LLC as soon as reasonably practicable after such interests become
transferable.
|
Sprint HoldCo, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SX Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
NSAC, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBC NY, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
ATL MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
LA MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
NY MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SF MDS, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Via/Net, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wavepath Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Sprint (Bay Area), LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Transworld Telecom II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WHI Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Bay Area Cablevision, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
TWTV Spokane, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
TTI Acquisition, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WHI SD LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
ATI Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting Development, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Anchorage, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Bend, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Bismarck, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Cincinnati, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Colorado Springs, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Columbus, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Denver, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Ft. Collins, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Fort Myers, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy PP. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Green Bay, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Jackson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Lansing, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Lincoln, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Little Rock, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Louisville, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Medford, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Michiana, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Monterey, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Oklahoma, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Portland, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Redding, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Salem/Eugene, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
American Telecasting of Santa Barbara, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
ATI of Santa Rosa, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Seattle, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Sheridan, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Toledo, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Youngstown, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
American Telecasting of Yuba City, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
PCTV Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Alda Gold II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Alda Tucson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Alda Wireless Holdings, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV Gold II, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of Albuquerque, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of Houston, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
PCTV of Milwaukee, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
PCTV of Salt Lake City, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of St. Louis, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
People’s Choice TV of Tucson, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Preferred Entertainment, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SpeedChoice of Detroit, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SpeedChoice of Phoenix, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Wireless Cable of Indianapolis, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
G&S TV LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WCOF, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
TDI Acquisition Sub, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS California, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Idaho, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Montana, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
Wireless Broadband Services of America, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Sprint Wireless Broadband Company LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
Wireless Broadcasting Systems of Knoxville, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Washington, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS Oregon, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of America, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of Sacramento, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
WBS of Ft. Pierce, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of Melbourne, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
WBS of West Palm, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||
SCC X, LLC
|
|||
By:
|
/s/ Timothy P. O’Grady
|
||
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
NSAC, LLC
|
ATI of Santa Rosa, LLC
|
WBC NY, LLC
|
American Telecasting of Seattle, LLC
|
ATL MDS, LLC
|
American Telecasting of Sheridan, LLC
|
LA MDS, LLC
|
American Telecasting of Toledo, LLC
|
NY MDS, LLC
|
American Telecasting of Youngstown, LLC
|
SF MDS, LLC
|
American Telecasting of Yuba City, LLC
|
Via/Net, LLC
|
PCTV Sub, LLC
|
Wavepath Sub, LLC
|
Alda Gold II, LLC
|
Sprint (Bay Area), LLC
|
Alda Tucson, LLC
|
Transworld Telecom II, LLC
|
Alda Wireless Holdings, LLC
|
WHI Sub, LLC
|
PCTV Gold II, LLC
|
Bay Area Cablevision, LLC
|
People’s Choice TV of Albuquerque, LLC
|
TWTV Spokane, LLC
|
People’s Choice TV of Houston, LLC
|
TTI Acquisition, LLC
|
PCTV of Milwaukee, LLC
|
WHI SD LLC
|
PCTV of Salt Lake City, LLC
|
ATI Sub, LLC
|
People’s Choice TV of St. Louis, LLC
|
American Telecasting Development, LLC
|
People’s Choice TV of Tucson, LLC
|
American Telecasting of Anchorage, LLC
|
Preferred Entertainment, LLC
|
American Telecasting of Bend, LLC
|
SpeedChoice of Detroit, LLC
|
American Telecasting of Bismarck, LLC
|
SpeedChoice of Phoenix, LLC
|
American Telecasting of Cincinnati, LLC
|
Wireless Cable of Indianapolis, LLC
|
American Telecasting of Colorado Springs, LLC
|
G&S TV LLC
|
American Telecasting of Columbus, LLC
|
WCOF, LLC
|
American Telecasting of Denver, LLC
|
TDI Acquisition Sub, LLC
|
American Telecasting of Fort Collins, LLC
|
WBS California, LLC
|
American Telecasting of Fort Myers, LLC
|
WBS Idaho, LLC
|
American Telecasting of Green Bay, LLC
|
WBS Montana, LLC
|
American Telecasting of Jackson, LLC
|
Wireless Broadband Services of America, LLC
|
American Telecasting of Lansing, LLC
|
Sprint Wireless Broadband Company LLC
|
American Telecasting of Lincoln, LLC
|
Wireless Broadcasting Systems of Knoxville, LLC
|
American Telecasting of Little Rock, LLC
|
WBS Washington, LLC
|
American Telecasting of Louisville, LLC
|
WBS Oregon, LLC
|
American Telecasting of Medford, LLC
|
WBS of America, LLC
|
American Telecasting of Michiana, LLC
|
WBS of Sacramento, LLC
|
American Telecasting of Monterey, LLC
|
WBS of Ft. Pierce, LLC
|
American Telecasting of Oklahoma, LLC
|
WBS of Melbourne, LLC
|
American Telecasting of Portland, LLC
|
WBS of West Palm, LLC
|
American Telecasting of Redding, LLC
|
SCC X, LLC
|
American Telecasting of Salem/Eugene, LLC
|
|
American Telecasting of Santa Barbara, LLC
|
/s/ Michelle Jackson
|
|
Michelle Jackson
|
|
Authorized Person
|
COMPANY:
|
MEMBER:
|
||||
Wireless Broadband Services of America L.L.C.
|
TDI Acquisition Corporation LLC
|
||||
By:
|
TDI Acquisition Corporation
|
By:
|
/s/ Timothy P. O’Grady
|
||
Title:
|
Manager and Sole Member
|
Name:
|
Timothy P. O’Grady
|
||
Title:
|
Vice President
|
||||
By:
|
/s/ Timothy P. O’Grady
|
||||
Name:
|
Timothy P. O’Grady
|
||||
Title:
|
Vice President
|
1. |
Member: The LLC is the sole Member (as defined in the applicable limited liability company
agreements governing each of the Transfer Entities) for each of the Transfer Entities.
|
2. |
Manager: The LLC is the Manager (as defined in the applicable limited liability company
agreements governing each of the Transfer Entities) for each of the Transfer Entities,
|
3. |
Amendments to Limited Liability Company Agreements: The limited liability company agreements
governing each of the Transfer Entities are hereby amended to provide for the LLC as the sole Member and Manager for each of the Transfer Entities.
|
4. |
Capital Contribution: The contribution of the membership interest in each of the Transfer
Entities shall be deemed a capital contribution of Contributor to LLC.
|
5. |
Miscellaneous:
|
|
a. |
Assignment: This Agreement shall be binding on, and shall inure to the benefit of, the parties
hereto and their respective successors and assigns.
|
|
b. |
Governing Law: This Agreement shall be construed in accordance with, and governed by, the laws
of the State of Delaware.
|
|
c. |
Further Assurances: Each of the parties will, and will cause their respective affiliates to,
execute and deliver such further certificates, agreements and other documents and to take such other actions as the other parries may reasonably request to consummate or implement the transactions contemplated by this Agreement or to
evidence such events or matters. To the extent any Contributed Interests are not transferred on the date hereof, the Contributor will transfer any such interests to LLC as soon as reasonably practicable after such interests become
transferable.
|
Sprint HoldCo, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
SX Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
NSAC, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBC NY, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
ATL MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
LA MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
NY MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
SF MDS, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Via/Net, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Wavepath Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Sprint (Bay Area), LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Transworld Telecom II, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WHI Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Bay Area Cablevision, LLC
|
|
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
TWTV Spokane, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
TTI Acquisition, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WHI SD LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
ATI Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting Development, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Anchorage, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Bend, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Bismarck, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Cincinnati, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Colorado Springs, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Columbus, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Denver, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Ft. Collins, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Fort Myers, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Green Bay, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Jackson, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Lansing, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Lincoln, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Little Rock, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Louisville, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Medford, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Michiana, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Monterey, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Oklahoma, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Portland, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Redding, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Salem/Eugene, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
American Telecasting of Santa Barbara, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
ATI of Santa Rosa, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Seattle, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Sheridan, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Toledo, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Youngstown, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
American Telecasting of Yuba City, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
PCTV Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Alda Gold II, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Alda Tucson, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Alda Wireless Holdings, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
PCTV Gold II, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
People’s Choice TV of Albuquerque, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
People’s Choice TV of Houston, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
PCTV of Milwaukee, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
PCTV of Salt Lake City, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
People’s Choice TV of St. Louis, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
People’s Choice TV of Tucson, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Preferred Entertainment, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
SpeedChoice of Detroit, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
SpeedChoice of Phoenix, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Wireless Cable of Indianapolis, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
G&S TV LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WCOF, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
TDI Acquisition Sub, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS California, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS Idaho, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS Montana, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
Wireless Broadband Services of America, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Sprint Wireless Broadband Company LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
Wireless Broadcasting Systems of Knoxville, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS Washington, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS Oregon, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS of America, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS of Sacramento, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
WBS of Ft. Pierce, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS of Melbourne, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
WBS of West Palm, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
|
SCC X, LLC
|
||
By:
|
/s/ Timothy P. O’Grady
|
|
Name:
|
Timothy P. O’Grady
|
|
Title:
|
Vice President
|
NSAC, LLC
|
ATI of Santa Rosa, LLC
|
WBC NY, LLC
|
American Telecasting of Seattle, LLC
|
ATL MDS, LLC
|
American Telecasting of Sheridan, LLC
|
LA MDS, LLC
|
American Telecasting of Toledo, LLC
|
NY MDS, LLC
|
American Telecasting of Youngstown, LLC
|
SF MDS, LLC
|
American Telecasting of Yuba City, LLC
|
Via/Net, LLC
|
PCTV Sub, LLC
|
Wavepath Sub, LLC
|
Alda Gold II, LLC
|
Sprint (Bay Area), LLC
|
Alda Tucson, LLC
|
Transworld Telecom II, LLC
|
Alda Wireless Holdings, LLC
|
WHI Sub, LLC
|
PCTV Gold II, LLC
|
Bay Area Cablevision, LLC
|
People’s Choice TV of Albuquerque, LLC
|
TWTV Spokane, LLC
|
People’s Choice TV of Houston, LLC
|
TTI Acquisition, LLC
|
PCTV of Milwaukee, LLC
|
WHI SD LLC
|
PCTV of Salt Lake City, LLC
|
ATI Sub, LLC
|
People’s Choice TV of St. Louis, LLC
|
American Telecasting Development, LLC
|
People’s Choice TV of Tucson, LLC
|
American Telecasting of Anchorage, LLC
|
Preferred Entertainment, LLC
|
American Telecasting of Bend, LLC
|
SpeedChoice of Detroit, LLC
|
American Telecasting of Bismarck, LLC
|
SpeedChoice of Phoenix, LLC
|
American Telecasting of Cincinnati, LLC
|
Wireless Cable of Indianapolis, LLC
|
American Telecasting of Colorado Springs, LLC
|
G&S TV LLC
|
American Telecasting of Columbus, LLC
|
WCOF, LLC
|
American Telecasting of Denver, LLC
|
TDI Acquisition Sub, LLC
|
American Telecasting of Fort Collins, LLC
|
WBS California, LLC
|
American Telecasting of Fort Myers, LLC
|
WBS Idaho, LLC
|
American Telecasting of Green Bay, LLC
|
WBS Montana, LLC
|
American Telecasting of Jackson, LLC
|
Wireless Broadband Services of America, LLC
|
American Telecasting of Lansing, LLC
|
Sprint Wireless Broadband Company LLC
|
American Telecasting of Lincoln, LLC
|
Wireless Broadcasting Systems of Knoxville, LLC
|
American Telecasting of Little Rock, LLC
|
WBS Washington, LLC
|
American Telecasting of Louisville, LLC
|
WBS Oregon, LLC
|
American Telecasting of Medford, LLC
|
WBS of America, LLC
|
American Telecasting of Michiana, LLC
|
WBS of Sacramento, LLC
|
American Telecasting of Monterey, LLC
|
WBS of Ft. Pierce, LLC
|
American Telecasting of Oklahoma, LLC
|
WBS of Melbourne, LLC
|
American Telecasting of Portland, LLC
|
WBS of West Palm, LLC
|
American Telecasting of Redding, LLC
|
SCC X, LLC
|
American Telecasting of Salem/Eugene, LLC
|
|
American Telecasting of Santa Barbara, LLC
|
Name
|
Mailing Address
|
Scott W. Andreasen
|
6200 Sprint Parkway
Overland Park, Kansas 66251
|
/s/ Scott W. Andreasen
|
|
Scott W. Andreasen
|
GSV LLC
|
|||
By:
|
/s/ David A. Miller
|
||
David A. Miller, Manager
|
Name
|
State of Domicile
|
|
MetroPCS Finance California, LLC
|
Delaware
|
|
MetroPCS California, LLC
|
Delaware
|
MetroPCS California, LLC
|
|||
By:
|
/s/ Roger D. Linquist
|
||
Roger D. Linquist
|
|||
President and Chief Executive Officer
|
|||
Name
|
Jurisdiction of Formation
|
|
MetroPCS Georgia, LLC
|
Delaware
|
|
PCS81, LLC
|
Delaware
|
METROPCS GEORGIA, LLC
|
|||
By:
|
/s/ Roger D. Linquist
|
||
Roger D. Linquist
|
|||
Manager
|
Name
|
State of Domicile
|
|
MetroPCS Finance Massachusetts, LLC
|
Delaware
|
|
MetroPCS Massachusetts, LLC
|
Delaware
|
MetroPCS Massachusetts, LLC
|
|||
By:
|
/s/ Roger D. Linquist
|
||
Roger D. Linquist
|
|||
President and Chief Executive Officer
|
Name
|
State of Domicile
|
|
Royal Street BTA 262, LLC
|
Delaware
|
|
MetroPCS Networks California, LLC
|
Delaware
|
MetroPCS California, LLC
|
|||
By:
|
/s/ Roger D. Linquist
|
||
Roger D. Linquist
|
|||
President and Chief Executive Officer
|
Name
|
State of Domicile
|
|
Royal Street BTA 159, LLC
|
Delaware
|
|
MetroPCS Networks Florida, LLC
|
Delaware
|
MetroPCS Networks Florida, LLC
|
|||
By:
|
/s/ Roger D. Linquist
|
||
Roger D. Linquist
|
|||
President and Chief Executive Officer
|
Name
|
State of Domicile
|
|
Royal Street BTA 212, LLC
|
Delaware
|
|
MetroPCS Networks Florida, LLC
|
Delaware
|
MetroPCS Networks Florida, LLC
|
|||
By:
|
/s/ Roger D. Linquist
|
||
Roger D. Linquist
|
|||
President and Chief Executive Officer
|
Name
|
State of Domicile
|
|
Royal Street BTA 239, LLC
|
Delaware
|
|
MetroPCS Networks Florida, LLC
|
Delaware
|
MetroPCS Networks Florida, LLC
|
|||
By:
|
/s/ Roger D. Linquist
|
||
Roger D. Linquist
|
|||
President and Chief Executive Officer
|
Name
|
State of Domicile
|
|
Royal Street BTA 289, LLC
|
Delaware
|
|
MetroPCS Networks Florida, LLC
|
Delaware
|
MetroPCS Networks Florida, LLC
|
|||
By:
|
/s/ Roger D. Linquist
|
||
Roger D. Linquist
|
|||
President and Chief Executive Officer
|
Name
|
State of Domicile
|
|
Royal Street BTA 336, LLC
|
Delaware
|
|
MetroPCS Networks Florida, LLC
|
Delaware
|
MetroPCS Networks Florida, LLC
|
|||
By:
|
/s/ Roger D. Linquist
|
||
Roger D. Linquist
|
|||
President and Chief Executive Officer
|
Name
|
State of Domicile
|
|
MetroPCS Finance New York, LLC
|
Delaware
|
|
MetroPCS New York, LLC
|
Delaware
|
MetroPCS New York, LLC
|
|||
By:
|
/s/ Roger D. Linquist
|
||
Roger D. Linquist
|
|||
President and Chief Executive Officer
|
Name
|
State of Domicile
|
|
MetroPCS Finance Pennsylvania, LLC
|
Delaware
|
|
MetroPCS Pennsylvania, LLC
|
Delaware
|
MetroPCS Pennsylvania, LLC
|
|||
By:
|
/s/ Roger D. Linquist
|
||
Roger D. Linquist
|
|||
President and Chief Executive Officer
|
Name
|
State of Domicile
|
|
MetroPCS Finance Texas, LLC
|
Delaware
|
|
MetroPCS Texas, LLC
|
Delaware
|
MetroPCS Texas, LLC
|
|||
By:
|
/s/ Roger D. Linquist
|
||
Roger D. Linquist
|
|||
President and Chief Executive Officer
|
First: |
The name of the surviving limited liability company is T-Mobile Central LLC, a Delaware limited liability company (the “Surviving LLC”).
|
Second: |
The name of the limited liability company being merged with and into the Surviving
LLC is VoiceStream PCS I Iowa LLC, a Delaware limited liability company (the “Target LLC”).
|
Third: |
The Agreement and Plan of Merger (the “Merger Agreement”) providing for the merger of the Target LLC with and into the Surviving LLC (the “Merger”)
has been duly approved, adopted, certified , executed and acknowledged by the Surviving LLC and by the Target LLC.
|
Fourth: |
The name of the surviving limited liability company is T-Mobile Central LLC.
|
Fifth: |
The Merger is to become effective on December 31, 2018 at 11:45 pm EST.
|
Sixth: |
The executed Merger Agreement is on file at 12920 S.E. 38th Street, Bellevue, Washington 98006, a place of business of the Surviving LLC.
|
Seventh: |
A copy of the Merger Agreement will be furnished by the Surviving LLC, on request and without cost, to any member of the Target LLC or the Surviving LLC.
|
T-Mobile Central LLC
|
|||
By:
|
/s/ David A. Miller
|
||
Name:
|
David A. Miller
|
||
Title:
|
Executive Vice President,
General Counsel & Secretary
|
First: |
The name of the surviving limited liability company is T-Mobile Central LLC, a
Delaware limited liability company (the “Surviving LLC”).
|
Second: |
The name of the limited liability company being merged with and into the Surviving LLC is Iowa Wireless Services, LLC, a Delaware limited liability company (the
“Target LLC”).
|
Third: |
The Agreement and Plan of Merger (the “Merger Agreement”) providing for the merger of the Target LLC with and into the Surviving LLC (the “Merger”) has been duly approved, adopted, certified, executed and
acknowledged by the Surviving LLC and by the Target LLC.
|
Fourth: |
The name of the surviving limited liability company is T-Mobile Central LLC.
|
Fifth: |
The Merger is to become effective on December 31, 2018 at 11:50 pm EST.
|
Sixth: |
The executed Merger Agreement is on file at 12920 S.E. 38th Street, Bellevue, Washington 98006, a place of business of the Surviving LLC.
|
Seventh: |
A copy of the Merger Agreement will be furnished by the Surviving LLC, on request and without cost, to any member of the Target LLC or the Surviving LLC.
|
T-Mobile Central LLC
|
|||
By:
|
/s/ David A. Miller
|
||
Name:
|
David A. Miller
|
||
Title:
|
Executive Vice President,
General Counsel & Secretary
|
1. |
The name of the surviving limited liability company is T-Mobile License LLC, a Delaware limited liability company (the “Surviving Entity”).
|
2. |
The name and state of formation of each limited liability company being merged into the Surviving Entity are as set forth on Exhibit A hereto (collectively, the “Non-Surviving Entities”).
|
3. |
The Agreement of Merger, dated as of September 29, 2016 (the “Merger Agreement”), has been duly approved, authorized, executed, and delivered by all required action of the
Surviving Entity and each of the Non-Surviving Entities.
|
4. |
The name of the limited liability company surviving the merger is T-Mobile License LLC.
|
5. |
The executed Merger Agreement is on file at a place of business of the Surviving Entity located at 12920 SE 38th Street, Bellevue, WA 98006, Attention: General Counsel.
|
6. |
A copy of the Merger Agreement will be furnished by the Surviving Entity on request, without cost, to any member of any of the Surviving Entity or any person holding an interest in any of the Non-Surviving Entities.
|
T-MOBILE LICENSE LLC
|
|||
By:
|
/s/ David A. Miller | ||
Name:
|
David A. Miller
|
||
Title:
|
Executive Vice President, General Counsel and Secretary
|
Name
|
Jurisdiction of Formation
|
|
C700-Albuquerque-A LLC
|
Mississippi
|
|
C700-Boise City-A LLC
|
Mississippi
|
|
C700-Charleston-A LLC
|
Mississippi
|
|
C700-Columbus-A LLC
|
Mississippi
|
|
C700-Ft. Myers-A LLC
|
Mississippi
|
|
C700-Jacksonville-A LLC
|
Mississippi
|
|
C700-Richmond-A LLC
|
Mississippi
|
|
C700-Salt Lake City-A LLC
|
Mississippi
|
|
C700-Sarasota-A LLC
|
Mississippi
|
|
C700-Savannah-A LLC
|
Mississippi
|
|
Cavalier Albany GA, LLC
|
Mississippi
|
|
Cavalier Albany NY, LLC
|
Mississippi
|
|
Cavalier Augusta , LLC
|
Mississippi
|
|
Cavalier Beaumont, LLC
|
Mississippi
|
|
Cavalier Buffalo, LLC
|
Mississippi
|
|
Cavalier C Christi TX, LLC
|
Mississippi
|
|
Cavalier Charlotte, LLC
|
Mississippi
|
|
Cavalier Columbia, LLC
|
Mississippi
|
|
Cavalier Fayetteville, LLC
|
Mississippi
|
|
Cavalier Greensboro, LLC
|
Mississippi
|
|
Cavalier Greenville, LLC
|
Mississippi
|
|
Cavalier Harrisburg, LLC
|
Mississippi
|
|
Cavalier Honolulu, LLC
|
Mississippi
|
|
Cavalier Lexington, LLC
|
Mississippi
|
|
Cavalier Louisville, LLC
|
Mississippi
|
|
Cavalier McAllen, LLC
|
Mississippi
|
|
Cavalier Spokane, LLC
|
Mississippi
|
|
Cavalier State College, LLC
|
Mississippi
|
|
Cavalier Staunton, LLC
|
Mississippi
|
|
Cavalier Syracuse LLC
|
Mississippi
|
|
Cavalier Tallahassee, LLC
|
Mississippi
|
|
Cavalier Toledo, LLC
|
Mississippi
|
FIRST:
|
The name of the surviving limited liability company is T-Mobile License LLC, and the name of the corporation being merged into this surviving limited
liability company is Powertel Memphis Licenses, Inc.
|
SECOND:
|
The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the surviving limited liability company and the merging
corporation.
|
THIRD:
|
The name of the surviving limited liability company is T-Mobile License LLC.
|
FOURTH:
|
The merger is to become effective on December 31, 2019 at 11:40 pm EST.
|
FIFTH:
|
The Agreement of Merger is on file at 12920 S.E. 38th Street, Bellevue, Washington 98006, the place of business of the surviving limited liability company.
|
SIXTH:
|
A copy of the Agreement of Merger will be furnished by the surviving limited liability company on request, without cost, to any member of any constituent
limited liability company or stockholder of any constituent corporation.
|
By:
|
/s/ David A. Miller
|
||
Authorized Person
|
|||
Name:
|
David A. Miller
|
||
Title:
|
EVP, General Counsel & Secretary
|
FIRST:
|
The name of the surviving limited liability company is T-Mobile License LLC, and the name of the corporation being merged into this surviving limited
liability company is SunCom Wireless License Company, LLC.
|
SECOND:
|
The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the surviving limited liability company and the merging
corporation.
|
THIRD:
|
The name of the surviving limited liability company is T-Mobile License LLC.
|
FOURTH:
|
The merger is to become effective on December 31, 2019 at 11:40 pm EST.
|
FIFTH:
|
The Agreement of Merger is on file at 12920 S.E. 38th Street, Bellevue, Washington 98006, the place of business of the surviving limited liability company.
|
SIXTH:
|
A copy of the Agreement of Merger will be furnished by the surviving limited liability company on request, without cost, to any member of any constituent
limited liability company or stockholder of any constituent corporation.
|
By:
|
/s/ David A. Miller
|
||
Authorized Person
|
|||
Name:
|
David A. Miller
|
||
Title:
|
EVP, General Counsel & Secretary
|
FIRST:
|
The name of the surviving limited liability company is T-Mobile License LLC and the name of the corporation being merged into this surviving limited
liability company is Iowa Wireless Services Holding Corporation.
|
SECOND:
|
The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the surviving limited liability company and the merging
corporation.
|
THIRD:
|
The name of the surviving limited liability company is T-Mobile License LLC.
|
FOURTH:
|
The merger is to become effective on December 31, 2019 at 11:50 pm EST.
|
FIFTH:
|
The Agreement of Merger is on file at 12920 S.E. 38th Street, Bellevue, Washington 98006, the place of business of the surviving limited liability
company.
|
SIXTH:
|
A copy of the Agreement of Merger will be furnished by the surviving limited liability company on request, without cost, to any member of any constituent
limited liability company or stockholder of any constituent corporation.
|
By:
|
/s/ David A. Miller
|
||
Authorized Person
|
|||
Name:
|
David A. Miller
|
||
Title:
|
EVP, General Counsel & Secretary
|
First: |
The name of the surviving limited liability company is T-Mobile Northeast LLC and the name of the corporation being merged into this surviving limited liability company is VoiceStream Pittsburgh General Partner, Inc.
|
Second: |
The Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by the surviving limited liability company and by the merging corporation.
|
Third: |
The name of the surviving limited liability company is T-Mobile Northeast LLC.
|
Fourth: |
The merger is to become effective on January 31, 2017 at 4:30 pm EST.
|
Fifth: |
The executed Agreement and Plan of Merger is on file at 12920 S.E. 38th Street, Bellevue Washington 98006, a place of business of the surviving limited liability company.
|
Sixth: |
A copy of the Agreement and Plan of Merger will be furnished by the surviving limited liability company on request, without cost, to any member of any constituent limited liability company or stockholder of any constituent corporation.
|
T-Mobile Northeast LLC, a Delaware
|
|||
limited liability company
|
|||
By:
|
/s/ David A. Miller
|
||
Name: David A. Miller
|
|||
Title: Executive Vice President,
General Counsel & Secretary
|
First: |
The jurisdiction in which this surviving limited liability company was formed is Delaware.
|
Second: |
The name of the limited liability company (the “Merging Delaware LLC”) being merged with and into the surviving limited liability company is VoiceStream Pittsburgh LLC, a Delaware limited liability company.
|
Third: |
The Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by the surviving limited liability company and by the Merging Delaware LLC.
|
Fourth: |
The name of the surviving limited liability company is T-Mobile Northeast LLC. The merger is to become effective on March 31, 2017 at 11:59 pm EST.
|
Fifth: |
The executed Agreement and Plan of Merger is on file at 12920 S.E. 38th Street, Bellevue Washington 98006, a place of business of the surviving limited liability company.
|
Sixth: |
A copy of the Agreement and Plan of Merger will be furnished by the surviving limited liability company, on request without cost, to any member of the Merging Delaware LLC or to any person holding an interest in any other business entity
which is to merge or consolidate.
|
T-Mobile Northeast LLC, a Delaware
|
|||
limited liability company
|
|||
By:
|
/s/ David A. Miller
|
||
Name: David A. Miller
|
|||
Title: Executive Vice President,
General Counsel & Secretary
|
By:
|
/s/ David Miller
|
||
Authorized Person
|
|||
Name:
|
David A. Miller
|
||
Title:
|
Senior Vice President, General Counsel & Secretary
|
By:
|
/s/ David A. Miller
|
||
Authorized Person
|
|||
Name:
|
David A. Miller
|
||
Print or Type
|
|||
Title:
|
EVP, General Counsel & Secretary
|
By:
|
/s/ David A. Miller
|
||
Authorized Person
|
|||
Name:
|
David A. Miller
|
||
Print or Type
|
|||
Title:
|
EVP, General Counsel & Secretary
|
By:
|
/s/ David A. Miller
|
||
Authorized Person
|
|||
Name:
|
David A. Miller
|
||
Print or Type
|
|||
Title:
|
EVP, General Counsel & Secretary
|
By:
|
/s/ David A. Miller
|
||
Authorized Person
|
|||
Name:
|
David A. Miller
|
||
Print or Type
|
|||
Title:
|
EVP, General Counsel & Secretary
|
T-MOBILE USA, INC., Surviving Corporation
|
|||
By
|
s/ David A. Miller
|
||
David A. Miller, Executive Vice President,
|
|||
General Counsel and Secretary
|
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
Tel: +1.212.859.8000
Fax: +1.212.859.4000
www.friedfrank.com
|
Fried, Frank, Harris, Shriver & Jacobson LLP
|
September 25, 2020
Page 2 |
1.
|
When (i) the Registration Statement and any amendments thereto (including any post-effective amendments) have become effective under the Securities Act, (ii) the terms of the issuance and sale of the Primary
Debt Securities registered pursuant to the Registration Statement have been established in accordance with the applicable Indenture and duly approved by the Board of Directors of the Company or an authorized committee thereof in conformity
with the Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company, and all other necessary corporate action on the part of the Company has been taken in connection therewith and in
a manner so as not to violate any applicable law or result in a default under or breach of any agreement or instrument then binding on the Company, and so as to comply with any requirement or restriction imposed by any court or governmental
body having jurisdiction over the Company, (iii) any relevant Unsecured Notes Supplemental Indenture or Secured Notes Supplemental Indenture has been duly authorized, executed and delivered by the Company, each Guarantor party thereto and
each other party thereto, (iv) the terms of any collateral or security arrangements relating to such Primary Debt Securities have been established and the agreements thereto have been validly executed and delivered by each of the parties
thereto and any collateral has been deposited with the collateral agent, if applicable, in accordance with such arrangements, (v) such Primary Debt Securities have been duly executed, authenticated and issued in accordance with the
applicable Indenture and any applicable Unsecured Notes Supplemental Indenture or Secured Notes Supplemental Indenture and (vi) such Primary Debt Securities have been duly executed, authenticated and delivered against payment therefor in
accordance with the applicable definitive purchase, underwriting or similar agreement, such Primary Debt Securities will constitute valid and binding obligations of the Company.
|
Fried, Frank, Harris, Shriver & Jacobson LLP
|
September 25, 2020
Page 3 |
2.
|
When (i) the Registration Statement and any amendments thereto (including any post-effective amendments) have become effective under the Securities Act, (ii) the terms of the issuance and sale of the Primary
Debt Securities Guarantees registered pursuant to the Registration Statement have been established in accordance with the applicable Indenture and duly approved by the Member(s), Manager(s), General Partner(s), Board of Directors, other
governing body or committee thereof, as applicable, of each Guarantor providing a guarantee thereof, in conformity with such Guarantor’s (x) Certificate of Incorporation, Articles of Incorporation, Certificate of Formation, Articles of
Organization, Certificate of Organization or Certificate of Limited Partnership, as applicable and (y) Bylaws, Limited Liability Company Agreement, Limited Partnership Agreement or Member Control Agreement, as applicable (as each may be
amended from time to time), and all other necessary corporate, partnership or limited liability company action on the part of such Guarantor has been taken in connection therewith and in a manner so as not to violate any applicable law or
result in a default under or breach of any agreement or instrument then binding on any of the Company or the Guarantors, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction
over the Company and the Guarantors, (iii) any relevant Unsecured Notes Supplemental Indenture or Secured Notes Supplemental Indenture has been duly authorized, executed and delivered by the Company, each Guarantor party thereto and each
other party thereto, (iv) the terms of any collateral or security arrangements relating to such Primary Debt Securities Guarantees have been established and the agreements thereto have been validly executed and delivered by each of the
parties thereto and any collateral has been deposited with the collateral agent, if applicable, in accordance with such arrangements, (v) such Primary Debt Securities Guarantees have been duly issued in accordance with the applicable
Indenture and any applicable Secured Notes Supplemental Indenture or Unsecured Notes Supplemental Indenture and (vi) such Primary Debt Securities have been duly authenticated, executed and delivered against payment therefor in accordance
with the applicable definitive purchase, underwriting or similar agreement, such Primary Debt Securities Guarantees will constitute valid and binding obligations of the Guarantors.
|
3.
|
The Resale Debt Securities are valid and binding obligations of the Company.
|
4.
|
The Resale Debt Securities Guarantees are valid and binding obligations of the Guarantors.
|
(A)
|
We express no opinion as to the validity or binding effect of any provision of any of the Documents:
|
i.
|
relating to indemnification, contribution or exculpation;
|
ii.
|
containing any purported waiver, release, variation of rights, disclaimer, consent or other agreement of similar effect (all of the foregoing, collectively, a “Waiver”) by the Company or the Guarantors
under any of such Documents to the extent limited by provisions of applicable law (including judicial decisions), or to the extent that such a Waiver applies to a right, claim, duty, defense or ground for discharge otherwise existing or
occurring as a matter of law (including judicial decisions);
|
iii.
|
related to (a) forum selection or submission to jurisdiction (including, without limitation, any waiver of any objection to venue in any court or of any objection that a court is an inconvenient forum) to the
extent that the validity or binding effect of such provision is to be considered by any court other than a court of the State of New York, (b) choice of governing law to the extent that the validity or binding effect of any such provision
is to be considered by any court other than a court of the State of New York or a federal district court sitting in the State of New York and applying the law of the State of New York, in each case, applying the choice of law principles of
the State of New York, (c) service of process or (d) waiver of any rights to trial by jury;
|
Fried, Frank, Harris, Shriver & Jacobson LLP
|
September 25, 2020
Page 4 |
iv.
|
specifying that provisions thereof may be modified or waived only in writing;
|
v.
|
purporting to give any person or entity the power to accelerate obligations without any notice to the obligor;
|
vi.
|
specifying that any person may exercise set-off or similar rights other than in accordance with applicable law; or
|
vii.
|
relating to payment of late charges, interest (or discount or equivalent amounts), premium, “make-whole” payments, collection costs or fees at a rate or in an amount, after or upon the maturity or
acceleration of the liabilities evidenced or secured thereby or after or during the continuance of any default or other circumstance, or upon prepayment, that a court would determine in the circumstances to be unreasonable, a penalty or a
forfeiture.
|
(B)
|
We express no opinion as to the validity or binding effect of any provision of any agreement (i) providing for payments thereunder in a currency other than currency of the United States of America to the
extent that a court of competent jurisdiction, under applicable law, will convert any judgment rendered in such other currency into currency of the United States of America or to the extent that payment in a currency other than currency of
the United States of America is contrary to applicable law or (ii) providing for governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency.
|
(C)
|
We express no opinion as to the effect of any law of any jurisdiction other than the State of New York wherein any party to the Documents may be located or wherein enforcement of any Documents may be sought
that limits the rates of interest legally chargeable or collectible.
|
(D)
|
We express no opinion as to the validity or binding effect of any provision of any agreement purporting to give any person or entity the power to accelerate obligations without any notice to the obligor.
|
(E)
|
The opinions set forth above are subject to the following:
|
i.
|
bankruptcy, insolvency, reorganization, moratorium and other laws (or related judicial doctrines) now or hereafter in effect relating to or affecting creditors’ rights or remedies generally;
|
ii.
|
general principles of equity (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies)
whether such principles are considered in a proceeding in equity or at law; and
|
iii.
|
the application of any applicable fraudulent conveyance, fraudulent transfer, fraudulent obligation, or preferential transfer law or any law governing the distribution of assets of any person now or hereafter
in effect affecting creditors’ rights and remedies generally.
|
Fried, Frank, Harris, Shriver & Jacobson LLP
|
September 25, 2020
Page 5 |
Very truly yours,
|
|
/s/ Fried, Frank, Harris, Shriver & Jacobson LLP
|
|
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP
|
Entity
|
Jurisdiction of Organization
|
Alda Wireless Holdings, LLC
|
Delaware
|
American Telecasting Development, LLC
|
Delaware
|
American Telecasting of Anchorage, LLC
|
Delaware
|
American Telecasting of Columbus, LLC
|
Delaware
|
American Telecasting of Denver, LLC
|
Delaware
|
American Telecasting of Fort Myers, LLC
|
Delaware
|
American Telecasting of Ft. Collins, LLC
|
Delaware
|
American Telecasting of Green Bay, LLC
|
Delaware
|
American Telecasting of Lansing, LLC
|
Delaware
|
American Telecasting of Lincoln, LLC
|
Delaware
|
American Telecasting of Little Rock, LLC
|
Delaware
|
American Telecasting of Louisville, LLC
|
Delaware
|
American Telecasting of Medford, LLC
|
Delaware
|
American Telecasting of Michiana, LLC
|
Delaware
|
American Telecasting of Monterey, LLC
|
Delaware
|
American Telecasting of Redding, LLC
|
Delaware
|
American Telecasting of Santa Barbara, LLC
|
Delaware
|
American Telecasting of Seattle, LLC
|
Delaware
|
American Telecasting of Sheridan, LLC
|
Delaware
|
American Telecasting of Yuba City, LLC
|
Delaware
|
APC Realty and Equipment Company, LLC
|
Delaware
|
Assurance Wireless of South Carolina, LLC
|
Delaware
|
Assurance Wireless USA, L.P.
|
Delaware
|
ATI Sub, LLC
|
Delaware
|
Boost Worldwide, LLC
|
Delaware
|
Broadcast Cable, LLC
|
Delaware
|
Clearwire Communications LLC
|
Delaware
|
Clearwire IP Holdings LLC
|
New York
|
Clearwire Legacy LLC
|
Delaware
|
Clearwire XOHM LLC
|
Delaware
|
Fixed Wireless Holdings, LLC
|
Delaware
|
Fresno MMDS Associates, LLC
|
Delaware
|
IBSV LLC
|
Delaware
|
Independent Wireless One Leased Realty Corporation
|
Delaware
|
Kennewick Licensing, LLC
|
Delaware
|
L3TV Chicagoland Cable System, LLC
|
Delaware
|
L3TV Colorado Cable System, LLC
|
Delaware
|
L3TV Dallas Cable System, LLC
|
Delaware
|
L3TV DC Cable System, LLC
|
Delaware
|
L3TV Detroit Cable System, LLC
|
Delaware
|
L3TV Los Angeles Cable System, LLC
|
Delaware
|
L3TV Minneapolis Cable System, LLC
|
Delaware
|
L3TV New York Cable System, LLC
|
Delaware
|
L3TV Philadelphia Cable System, LLC
|
Delaware
|
L3TV San Francisco Cable System, LLC
|
Delaware
|
L3TV Seattle Cable System, LLC
|
Delaware
|
Layer3 TV, Inc.
|
Delaware
|
MetroPCS California, LLC
|
Delaware
|
MetroPCS Florida, LLC
|
Delaware
|
MetroPCS Georgia, LLC
|
Delaware
|
MetroPCS Massachusetts, LLC
|
Delaware
|
MetroPCS Michigan, LLC
|
Delaware
|
MetroPCS Networks California, LLC
|
Delaware
|
MetroPCS Networks Florida, LLC
|
Delaware
|
MetroPCS Nevada, LLC
|
Delaware
|
MetroPCS New York, LLC
|
Delaware
|
MetroPCS Pennsylvania, LLC
|
Delaware
|
MetroPCS Texas, LLC
|
Delaware
|
MinorCo, LLC
|
Delaware
|
Nextel Communications of the Mid-Atlantic, Inc.
|
Delaware
|
Nextel of New York, Inc.
|
Delaware
|
Nextel Retail Stores, LLC
|
Delaware
|
Nextel Systems, LLC
|
Delaware
|
Nextel West Corp.
|
Delaware
|
NSAC, LLC
|
Delaware
|
PCTV Gold II, LLC
|
Delaware
|
PCTV Sub, LLC
|
Delaware
|
People’s Choice TV of Houston, LLC
|
Delaware
|
People’s Choice TV of St. Louis, LLC
|
Delaware
|
PRWireless PR, LLC
|
Delaware
|
PushSpring, Inc.
|
Delaware
|
SFE 1, LLC
|
Delaware
|
SFE 2, LLC
|
Delaware
|
SN Holdings (BR I) LLC
|
Delaware
|
SpeedChoice of Detroit, LLC
|
Delaware
|
SpeedChoice of Phoenix, LLC
|
Delaware
|
Sprint (Bay Area), LLC
|
Delaware
|
Sprint Capital Corporation*
|
Delaware
|
Sprint Communications Company L.P.
|
Delaware
|
Sprint Connect LLC
|
Delaware
|
Sprint Corporation*
|
Delaware
|
Sprint Enterprise Mobility, LLC
|
Delaware
|
Sprint International Communications Corporation
|
Delaware
|
Sprint International Incorporated
|
Delaware
|
Sprint International Network Company LLC
|
Delaware
|
Sprint PCS Assets, L.L.C.
|
Delaware
|
Sprint Solutions, Inc.
|
Delaware
|
Sprint Spectrum Holding Company, LLC
|
Delaware
|
Sprint Spectrum L.P.
|
Delaware
|
Sprint Spectrum Realty Company, LLC
|
Delaware
|
TDI Acquisition Sub, LLC
|
Delaware
|
Theory Mobile, Inc.
|
Delaware
|
T-Mobile Central LLC
|
Delaware
|
T-Mobile Financial LLC
|
Delaware
|
T-Mobile Leasing LLC
|
Delaware
|
T-Mobile License LLC
|
Delaware
|
T-Mobile Northeast LLC
|
Delaware
|
T-Mobile PCS Holdings LLC
|
Delaware
|
T-Mobile Puerto Rico Holdings LLC
|
Delaware
|
T-Mobile Puerto Rico LLC
|
Delaware
|
T-Mobile Resources Corporation
|
Delaware
|
T-Mobile South LLC
|
Delaware
|
T-Mobile Subsidiary IV LLC
|
Delaware
|
T-Mobile US, Inc.
|
Delaware
|
T-Mobile West LLC
|
Delaware
|
Transworld Telecom II, LLC
|
Delaware
|
Virgin Mobile USA – Evolution, LLC
|
Delaware
|
VMU GP, LLC
|
Delaware
|
WBS of America, LLC
|
Delaware
|
WBS of Sacramento, LLC
|
Delaware
|
WBSY Licensing, LLC
|
Delaware
|
WCOF, LLC
|
Delaware
|
Wireless Broadband Services of America, L.L.C.
|
Delaware
|
Wireline Leasing Co., Inc.
|
Delaware
|
Entity
|
Jurisdiction of Organization
|
Clear Wireless LLC
|
Nevada
|
Clearwire Hawaii Partners Spectrum, LLC
|
Nevada
|
Clearwire Spectrum Holdings II LLC
|
Nevada
|
Clearwire Spectrum Holdings III LLC
|
Nevada
|
Clearwire Spectrum Holdings LLC
|
Nevada
|
Nextel South Corp.
|
Georgia
|
SIHI New Zealand Holdco, Inc.
|
Kansas
|
Sprint Communications Company of New Hampshire, Inc.
|
New Hampshire
|
Sprint Communications Company of Virginia, Inc.
|
Virginia
|
Sprint Communications, Inc.*
|
Kansas
|
Sprint Corporation
|
Kansas
|
Sprint Corporation
|
Missouri
|
Sprint eBusiness, Inc.
|
Kansas
|
Sprint Enterprise Network Services, Inc.
|
Kansas
|
Sprint eWireless, Inc.
|
Kansas
|
Sprint International Holding, Inc.
|
Kansas
|
Sprint/United Management Company
|
Kansas
|
SprintCom, Inc.
|
Kansas
|
SWV Six, Inc.
|
Colorado
|
US Telecom, Inc.
|
Kansas
|
USST of Texas, Inc.
|
Texas
|
Utelcom LLC
|
Kansas
|
polsinelli.com
|
Atlanta Boston Chicago Dallas Denver Houston Kansas City Los Angeles Miami Nashville New York
Phoenix St. Louis San Francisco Seattle Silicon Valley Washington, D.C. Wilmington
Polsinelli PC, Polsinelli LLP in California
|
Very truly yours,
|
|
/s/ Polsinelli PC
|
|
Polsinelli PC
|
Opinion Guarantor
|
Opinion Jurisdiction
|
SWV Six, Inc.
|
Colorado
|
Nextel South Corp.
|
Georgia
|
SIHI New Zealand Holdco, Inc.
|
Kansas
|
Sprint Communications, Inc.
|
Kansas
|
Sprint Corporation
|
Kansas
|
Sprint eBusiness, Inc.
|
Kansas
|
Sprint Enterprise Network Services, Inc.
|
Kansas
|
Sprint eWireless, Inc.
|
Kansas
|
Sprint International Holding, Inc.
|
Kansas
|
Sprint/United Management Company
|
Kansas
|
SprintCom, Inc.
|
Kansas
|
US Telecom, Inc.
|
Kansas
|
Utelcom LLC
|
Kansas
|
Sprint Corporation
|
Missouri
|
Clear Wireless LLC
|
Nevada
|
Clearwire Hawaii Partners Spectrum, LLC
|
Nevada
|
Clearwire Spectrum Holdings LLC
|
Nevada
|
Clearwire Spectrum Holdings II LLC
|
Nevada
|
Clearwire Spectrum Holdings III LLC
|
Nevada
|
USST of Texas, Inc.
|
Texas
|
Sprint Communications Company of Virginia, Inc.
|
Virginia
|
|
Re: |
Registration Statement on Form S-3
|
McLANE MIDDLETON
|
||
PROFESSIONAL ASSOCIATION
|
||
By:
|
/s/ Patrick C. Closson, Esq.
|
|
Patrick C. Closson, Esq., Vice President
|
NEW YORK
|
13-4941247
|
(Jurisdiction of Incorporation or
|
(I.R.S. Employer
|
organization if not a U.S. national bank)
|
Identification no.)
|
60 WALL STREET
|
|
NEW YORK, NEW YORK
|
10005
|
(Address of principal
executive offices)
|
(Zip Code)
|
Delaware
|
20-0836269
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification No.)
|
Delaware
|
91-1983600
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification No.)
|
12920 SE 38th Street
|
|
Bellevue, Washington
|
98006
|
(Address of principal executive offices)
|
(Zip code)
|
Exact name of registrant as specified in its charter(1)
|
State or other jurisdiction of
incorporation or organization
|
I.R.S. Employer Identification Number
|
Alda Wireless Holdings, LLC
|
Delaware
|
48-1165243
|
American Telecasting Development, LLC
|
Delaware
|
84-1265444
|
American Telecasting of Anchorage, LLC
|
Delaware
|
84-1262010
|
American Telecasting of Columbus, LLC
|
Delaware
|
84-1262011
|
American Telecasting of Denver, LLC
|
Delaware
|
84-1261970
|
American Telecasting of Fort Myers, LLC
|
Delaware
|
59-3062505
|
American Telecasting of Ft. Collins, LLC
|
Delaware
|
84-1261954
|
American Telecasting of Green Bay, LLC
|
Delaware
|
84-1266405
|
American Telecasting of Lansing, LLC
|
Delaware
|
84-1261958
|
American Telecasting of Lincoln, LLC
|
Delaware
|
84-1261960
|
American Telecasting of Little Rock, LLC
|
Delaware
|
84-1261961
|
American Telecasting of Louisville, LLC
|
Delaware
|
84-1261962
|
American Telecasting of Medford, LLC
|
Delaware
|
84-1295907
|
American Telecasting of Michiana, LLC
|
Delaware
|
84-1261952
|
American Telecasting of Monterey, LLC
|
Delaware
|
84-1266408
|
American Telecasting of Redding, LLC
|
Delaware
|
84-1295911
|
American Telecasting of Santa Barbara, LLC
|
Delaware
|
84-1261969
|
American Telecasting of Seattle, LLC
|
Delaware
|
54-1540851
|
American Telecasting of Sheridan, LLC
|
Delaware
|
84-1295909
|
American Telecasting of Yuba City, LLC
|
Delaware
|
84-1295906
|
APC Realty and Equipment Company, LLC
|
Delaware
|
52-2013278
|
Assurance Wireless of South Carolina, LLC
|
Delaware
|
Not applicable
|
Assurance Wireless USA, L.P.
|
Delaware
|
94-3410099
|
ATI Sub, LLC
|
Delaware
|
26-2670017
|
Boost Worldwide, LLC
|
Delaware
|
74-3027523
|
Broadcast Cable, LLC
|
Delaware
|
35-1751776
|
Clear Wireless LLC
|
Nevada
|
26-3821888
|
Clearwire Communications LLC
|
Delaware
|
26-3783012
|
Clearwire Hawaii Partners Spectrum, LLC
|
Nevada
|
Not applicable
|
Clearwire IP Holdings LLC
|
New York
|
Not applicable
|
Clearwire Legacy LLC
|
Delaware
|
26-3791581
|
Clearwire Spectrum Holdings II LLC
|
Nevada
|
Not applicable
|
Clearwire Spectrum Holdings III LLC
|
Nevada
|
Not applicable
|
Clearwire Spectrum Holdings LLC
|
Nevada
|
Not applicable
|
Clearwire XOHM LLC
|
Delaware
|
26-3791783
|
Fixed Wireless Holdings, LLC
|
Delaware
|
75-3120884
|
Fresno MMDS Associates, LLC
|
Delaware
|
Not applicable
|
IBSV LLC
|
Delaware
|
91-2116910
|
Independent Wireless One Leased Realty Corporation
|
Delaware
|
16-1583547
|
Kennewick Licensing, LLC
|
Delaware
|
36-4165282
|
Exact name of registrant as specified in its charter(1)
|
State or other jurisdiction of
incorporation or organization
|
I.R.S. Employer Identification Number
|
Layer3 TV, Inc.
|
Delaware
|
46-3757801
|
L3TV Chicagoland Cable System, LLC
|
Delaware
|
32-0513278
|
L3TV Colorado Cable System, LLC
|
Delaware
|
30-0960088
|
L3TV Dallas Cable System, LLC
|
Delaware
|
61-1811814
|
L3TV DC Cable System, LLC
|
Delaware
|
36-4854339
|
L3TV Detroit Cable System, LLC
|
Delaware
|
36-4906175
|
L3TV Los Angeles Cable System, LLC
|
Delaware
|
37-1852327
|
L3TV Minneapolis Cable System, LLC
|
Delaware
|
32-0590383
|
L3TV New York Cable System, LLC
|
Delaware
|
61-1854933
|
L3TV Philadelphia Cable System, LLC
|
Delaware
|
37-1906122
|
L3TV San Francisco Cable System, LLC
|
Delaware
|
32-0575200
|
L3TV Seattle Cable System, LLC
|
Delaware
|
36-4919336
|
MetroPCS California, LLC
|
Delaware
|
68-0618381
|
MetroPCS Florida, LLC
|
Delaware
|
68-0618383
|
MetroPCS Georgia, LLC
|
Delaware
|
68-0618386
|
MetroPCS Massachusetts, LLC
|
Delaware
|
20-8303630
|
MetroPCS Michigan, LLC
|
Delaware
|
20-2509038
|
MetroPCS Networks California, LLC
|
Delaware
|
20-4956821
|
MetroPCS Networks Florida, LLC
|
Delaware
|
20-4957100
|
MetroPCS Nevada, LLC
|
Delaware
|
20-8303430
|
MetroPCS New York, LLC
|
Delaware
|
20-8303519
|
MetroPCS Pennsylvania, LLC
|
Delaware
|
20-8303570
|
MetroPCS Texas, LLC
|
Delaware
|
20-2508993
|
MinorCo, LLC
|
Delaware
|
48-1165243
|
Nextel Communications of the Mid-Atlantic, Inc.
|
Delaware
|
52-1653244
|
Nextel of New York, Inc.
|
Delaware
|
22-3130302
|
Nextel Retail Stores, LLC
|
Delaware
|
54-2021574
|
Nextel South Corp.
|
Georgia
|
58-2038468
|
Nextel Systems, LLC
|
Delaware
|
54-1878330
|
Nextel West Corp.
|
Delaware
|
84-1116272
|
NSAC, LLC
|
Delaware
|
54-1879079
|
PCTV Gold II, LLC
|
Delaware
|
06-1419676
|
PCTV Sub, LLC
|
Delaware
|
26-2671511
|
People’s Choice TV of Houston, LLC
|
Delaware
|
74-2629878
|
People’s Choice TV of St. Louis, LLC
|
Delaware
|
43-1654858
|
PRWireless PR, LLC
|
Delaware
|
20-5942061
|
PushSpring, Inc.
|
Delaware
|
46-2545203
|
SFE 1, LLC
|
Delaware
|
46-5109647
|
SFE 2, LLC
|
Delaware
|
46-5109902
|
SIHI New Zealand Holdco, Inc.
|
Kansas
|
73-1651896
|
SN Holdings (BR I) LLC
|
Delaware
|
Not applicable
|
SpeedChoice of Detroit, LLC
|
Delaware
|
06-1419673
|
SpeedChoice of Phoenix, LLC
|
Delaware
|
86-0771395
|
Sprint (Bay Area), LLC
|
Delaware
|
59-3155549
|
Sprint Capital Corporation
|
Delaware
|
48-1132866
|
Sprint Communications Company L.P.
|
Delaware
|
43-1408007
|
Exact name of registrant as specified in its charter(1)
|
State or other jurisdiction of
incorporation or organization
|
I.R.S. Employer Identification Number
|
Exact name of registrant as specified in its charter(1)
|
State or other jurisdiction of
incorporation or organization
|
I.R.S. Employer Identification Number
|
VMU GP, LLC
|
Delaware
|
Not applicable
|
WBS of America, LLC
|
Delaware
|
26-2671254
|
WBS of Sacramento, LLC
|
Delaware
|
36-3939511
|
WBSY Licensing, LLC
|
Delaware
|
36-4046585
|
WCOF, LLC
|
Delaware
|
26-2436251
|
Wireless Broadband Services of America, L.L.C.
|
Delaware
|
36-4196556
|
Wireline Leasing Co., Inc.
|
Delaware
|
26-3945313
|
|
(a) |
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Federal Reserve Bank (2nd District)
|
New York, NY
|
Federal Deposit Insurance Corporation
|
Washington, D.C.
|
New York State Banking Department
|
Albany, NY
|
|
(b) |
Whether it is authorized to exercise corporate trust powers.
|
|
|
Yes.
|
Item 2. |
Affiliations with Obligor.
|
Item 3. -15. |
Not Applicable
|
Item 16. |
List of Exhibits.
|
Exhibit 1 -
|
Restated Organization Certificate of Bankers Trust Company dated August 31, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998; Certificate of Amendment of the Organization
Certificate of Bankers Trust Company dated December 18, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999; and Certificate of Amendment of the Organization Certificate of Bankers
Trust Company dated March 14, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810.
|
|
Exhibit 2 -
|
Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810.
|
|
Exhibit 3 -
|
Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810.
|
|
Exhibit 4 -
|
Existing By-Laws of Deutsche Bank Trust Company Americas, approved March 29, 2019, incorporated herein by reference to Exhibit S-3ASR filed with Form T-1 Statement, Registration No. 333-236787.
|
|
Exhibit 5 -
|
Not applicable.
|
|
Exhibit 6 -
|
Consent of Bankers Trust Company required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810.
|
|
Exhibit 7 -
|
A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
|
|
Exhibit 8 -
|
Not Applicable.
|
|
Exhibit 9 -
|
Not Applicable.
|
DEUTSCHE BANK TRUST COMPANY AMERICAS
|
||
By:
|
/s/ Jeffrey Schoenfeld
|
|
Name
|
Jeffrey Schoenfeld
|
|
Title:
|
Vice President
|
Board of Governors of the Federal Reserve System
Federal Deposit Insurance Corporation
Office of the Comptroller of the Currency
|
OMB Number 7100-0036
OMB Number 3064-0052
OMB Number 1557-0081
Approval expires November 30, 2020
Page 1 of 87
|
|
Consolidated Reports of Condition and Income for
a Bank with Domestic Offices Only—FFIEC 041
|
Report at the close of business June 30, 2020
|
|
20200630
|
|
|
|
(RCON 9999)
|
|
|
|||
This report is required by law: 12 U.S.C. § 324 (State member banks); 12 U.S.C. §1817 (State nonmember banks); 12 U.S.C. §161 (National banks); and 12 U.S.C. §1464
(Savings associations).
Unless the context indicates otherwise, the term “bank” in this report form refers to both banks and savings associations.
|
This report form is to be filed by banks with domestic offices only and total consolidated assets of less than $100 billion, except those banks that file the FFIEC 051, and those banks that are advanced approaches institutions for
regulatory capital purposes that are required to file the FFIEC 031.
|
||
|
NOTE: Each bank’s board of directors and senior management are responsible for establishing and maintaining an effective system of internal control, including controls
over the Reports of Condition and Income. The Reports of Condition and Income are to be prepared in accordance with federal regulatory authority instructions. The Reports of Condition and Income must be signed by the Chief Financial
Officer (CFO) of the reporting bank (or by the individual performing an equivalent function) and attested to by not less than two directors (trustees) for state nonmember banks and three directors for state member banks, national banks,
and savings associations.
I, the undersigned CFO (or equivalent) of the named bank, attest that the Reports of Condition and Income (including the supporting
|
schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct
to the best of my knowledge and belief.
We, the undersigned directors (trustees), attest to the correctness of the Reports of Condition and Income (including the supporting schedules) for this report date and
declare that the Reports of Condition and Income have been examined by us and to the best of our knowledge and belief have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are
true and correct.
|
|
Director (Trustee)
|
||
Signature of Chief Financial Officer (or Equivalent)
|
Director (Trustee)
|
|
07/30/2020
|
||
Date of Signature
|
Director (Trustee)
|
|
FFIEC 041
Page 17 of 87
RC-1
|
Dollar Amounts in Thousands
|
RCON
|
Amount
|
||||||
Assets
|
||||||||
1.
|
Cash and balances due from depository institutions (from Schedule RC-A)
|
|||||||
a.
|
Noninterest-bearing balances and currency and coin(1)
|
0081
|
33,000
|
1.a.
|
||||
b.
|
Interest-bearing balances(2)
|
0071
|
17,254,000
|
1.b.
|
||||
2.
|
Securities:
|
|||||||
a.
|
Held-to-maturity securities (from Schedule RC-B, column A)(3)
|
JJ34
|
0
|
2.a.
|
||||
b.
|
Available-for-sale securities (from Schedule RC-B, column D)
|
1773
|
235,000
|
2.b.
|
||||
c.
|
Equity securities with readily determinable fair values not held for trading(4)
|
JA22
|
6,000
|
2.c.
|
||||
3.
|
Federal funds sold and securities purchased under agreements to resell:
|
|||||||
a.
|
Federal funds sold
|
B987
|
0
|
3.a.
|
||||
b.
|
Securities purchased under agreements to resell(5, 6)
|
B989
|
13,525,000
|
3.b.
|
||||
4.
|
Loans and lease financing receivables (from Schedule RC-C):
|
|||||||
a.
|
Loans and leases held for sale
|
5369
|
0
|
4.a.
|
||||
b.
|
Loans and leases held for investment
|
B528
|
12,252,000
|
4.b.
|
||||
c.
|
LESS: Allowance for loan and lease losses
|
3123
|
31,000
|
4.c.
|
||||
d.
|
Loans and leases held for investment, net of allowance (item 4.b minus 4.c)(7)
|
B529
|
12,221,000
|
4.d.
|
||||
5.
|
Trading assets (from Schedule RC-D)
|
3545
|
0
|
5.
|
||||
6.
|
Premises and fixed assets (including capitalized leases)
|
2145
|
14,000
|
6.
|
||||
7.
|
Other real estate owned (from Schedule RC-M)
|
2150
|
1,000
|
7.
|
||||
8.
|
Investments in unconsolidated subsidiaries and associated companies
|
2130
|
0
|
8.
|
||||
9.
|
Direct and indirect investments in real estate ventures
|
3656
|
0
|
9.
|
||||
10.
|
Intangible assets (from Schedule RC-M)
|
2143
|
19,000
|
10.
|
||||
11.
|
Other assets (from Schedule RC-F)(6)
|
2160
|
1,899,000
|
11.
|
||||
12.
|
Total assets (sum of items 1 through 11)
|
2170
|
45,207,000
|
12.
|
||||
Liabilities
|
||||||||
13.
|
Deposits:
|
|||||||
a.
|
In domestic offices (sum of totals of columns A and C from Schedule RC-E)
|
2200
|
32,975,000
|
13.a.
|
||||
|
|
(1)
|
Noninterest-bearing(8)
|
6631
|
10,695,000
|
|
13.a.(1)
|
|
|
|
(2)
|
Interest-bearing
|
6636
|
22,280,000
|
13.a.(2)
|
||
b.
|
Not applicable
|
|||||||
14.
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|||||||
a.
|
Federal funds purchased(9)
|
B993
|
0
|
12.a.
|
||||
b.
|
Securities sold under agreements to repurchase(10)
|
B995
|
0
|
14.b.
|
||||
15.
|
Trading liabilities (from Schedule RC-D)
|
3548
|
0
|
15.
|
||||
16.
|
Other borrowed money (includes mortgage indebtedness) (from Schedule RC-M)
|
3190
|
380,000
|
16.
|
||||
17.
|
and 18. Not applicable
|
|||||||
19.
|
Subordinated notes and debentures(11)
|
3200
|
0
|
19.
|
1. |
Includes cash items in process of collection and unposted debits.
|
2. |
Includes time certificates of deposit not held for trading.
|
3. |
Institutions that have adopted ASU 2016-13 should report in item 2.a amounts net of any applicable allowance for credit losses, and item 2. should equal Schedule RC-B, item 8, column A, less Schedule RI-B, Part II, item 7, column B.
|
4. |
Item 2.c is to be completed only by institutions that have adopted ASU 2016-01, which includes provisions governing the accounting for investments in equity securities. See the instructions for further detail on ASU 2016-01.
|
5. |
Includes all securities resale agreements, regardless of maturity.
|
6. |
Institutions that have adopted ASU 2016-13 should report in items 3.b and 11 amounts net of any applicable allowance for credit losses.
|
7. |
Institutions that have adopted ASU 2016-13 should report in item 4.c the allowance for credit losses on loans and leases.
|
8. |
Includes noninterest-bearing demand, time, and savings deposits.
|
9. |
Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”
|
10. |
Includes all securities repurchase agreements, regardless of maturity.
|
11. |
Includes limited-life preferred stock and related surplus.
|
FFIEC 041
Page 18 of 87
RC-2
|
Dollar Amounts in Thousands
|
RCON
|
Amount
|
|||
Liabilities—continued
|
|||||
20.
|
Other liabilities (from Schedule RC-G)
|
2930
|
2,134,000
|
20.
|
|
21.
|
Total liabilities (sum of items 13 through 20)
|
2948
|
35,489,000
|
21.
|
|
22.
|
Not applicable
|
||||
Equity Capital
|
|||||
Bank Equity Capital
|
|||||
23.
|
Perpetual preferred stock and related surplus
|
3838
|
0
|
23.
|
|
24.
|
Common stock
|
3230
|
2,127,000
|
24.
|
|
25.
|
Surplus (exclude all surplus related to preferred stock)
|
3839
|
932,000
|
25.
|
|
26.
|
a
|
Retained earnings
|
3632
|
6,660,000
|
26.a.
|
b
|
Accumulated other comprehensive income(1)
|
B530
|
(1,000)
|
26.b.
|
|
c
|
Other equity capital components(2)
|
A130
|
0
|
26.c.
|
|
27.
|
a
|
Total bank equity capital (sum of items 23 through 26.c)
|
3210
|
9,718,000
|
27.a.
|
b
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
3000
|
0
|
27.b.
|
|
28.
|
Total equity capital (sum of items 27.a and 27.b)
|
G105
|
9,718,000
|
28.
|
|
29.
|
Total liabilities and equity capital (sum of items 21 and 28)
|
3300
|
45,207,000
|
29.
|
1.
|
Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2019
|
RCON
|
Number
|
|
6724
|
NA
|
M.1.
|
1a =
|
An integrated audit of the reporting institution’s financial statements and its internal control over financial reporting conducted in accordance with the standards of the American Institute of Certified Public Accountants (AICPA)
or Public Company Accounting Oversight Board (PCAOB) by an independent public accountant that submits a report on the institution
|
2b =
|
An audit of the reporting institution’s parent holding company’s consolidated financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits
a report on the consolidated holding company (but not on the institution separately)
|
|
1b =
|
An audit of the reporting institution’s financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the institution
|
3 =
|
This number is not to be used
|
|
4 =
|
Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state-chartering authority)
|
|||
2a =
|
An integrated audit of the reporting institution’s parent holding company’s consolidated financial statements and its internal control over financial reporting conducted in accordance with the standards of the AICPA or the PCAOB by
an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately)
|
5 =
|
Directors’ examination of the bank performed by other external auditors (may be required by state-chartering authority)
|
|
6 =
|
Review of the bank’s financial statements by external auditors
|
|||
7 =
|
Compilation of the bank’s financial statements by external auditors
|
|||
8 =
|
Other audit procedures (excluding tax preparation work)
|
|||
9 =
|
No external audit work
|
To be reported with the March Report of Condition.
|
RCON
|
Date
|
||
2.
|
Bank’s fiscal year-end date (report the date in MMDD format)
|
8678
|
NA
|
M.2.
|
1. | Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan adjustments. |
2.
|
Includes treasury stock and unearned Employee Stock Ownership Plan shares. |
NEW YORK
|
13-4941247
|
(Jurisdiction of Incorporation or
|
(I.R.S. Employer
|
organization if not a U.S. national bank)
|
Identification no.)
|
60 WALL STREET
|
|
NEW YORK, NEW YORK
|
10005
|
(Address of principal
|
(Zip Code)
|
executive offices)
|
Delaware
|
20-0836269
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification No.)
|
Delaware
|
91-1983600
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification No.)
|
12920 SE 38th Street
|
|
Bellevue, Washington
|
98006
|
(Address of principal executive offices)
|
(Zip code)
|
Exact name of registrant as specified in its charter(1)
|
State or other jurisdiction of
incorporation or organization
|
I.R.S. Employer Identification Number
|
Alda Wireless Holdings, LLC
|
Delaware
|
48-1165243
|
American Telecasting Development, LLC
|
Delaware
|
84-1265444
|
American Telecasting of Anchorage, LLC
|
Delaware
|
84-1262010
|
American Telecasting of Columbus, LLC
|
Delaware
|
84-1262011
|
American Telecasting of Denver, LLC
|
Delaware
|
84-1261970
|
American Telecasting of Fort Myers, LLC
|
Delaware
|
59-3062505
|
American Telecasting of Ft. Collins, LLC
|
Delaware
|
84-1261954
|
American Telecasting of Green Bay, LLC
|
Delaware
|
84-1266405
|
American Telecasting of Lansing, LLC
|
Delaware
|
84-1261958
|
American Telecasting of Lincoln, LLC
|
Delaware
|
84-1261960
|
American Telecasting of Little Rock, LLC
|
Delaware
|
84-1261961
|
American Telecasting of Louisville, LLC
|
Delaware
|
84-1261962
|
American Telecasting of Medford, LLC
|
Delaware
|
84-1295907
|
American Telecasting of Michiana, LLC
|
Delaware
|
84-1261952
|
American Telecasting of Monterey, LLC
|
Delaware
|
84-1266408
|
American Telecasting of Redding, LLC
|
Delaware
|
84-1295911
|
American Telecasting of Santa Barbara, LLC
|
Delaware
|
84-1261969
|
American Telecasting of Seattle, LLC
|
Delaware
|
54-1540851
|
American Telecasting of Sheridan, LLC
|
Delaware
|
84-1295909
|
American Telecasting of Yuba City, LLC
|
Delaware
|
84-1295906
|
APC Realty and Equipment Company, LLC
|
Delaware
|
52-2013278
|
Assurance Wireless of South Carolina, LLC
|
Delaware
|
Not applicable
|
Assurance Wireless USA, L.P.
|
Delaware
|
94-3410099
|
ATI Sub, LLC
|
Delaware
|
26-2670017
|
Boost Worldwide, LLC
|
Delaware
|
74-3027523
|
Broadcast Cable, LLC
|
Delaware
|
35-1751776
|
Clear Wireless LLC
|
Nevada
|
26-3821888
|
Clearwire Communications LLC
|
Delaware
|
26-3783012
|
Clearwire Hawaii Partners Spectrum, LLC
|
Nevada
|
Not applicable
|
Clearwire IP Holdings LLC
|
New York
|
Not applicable
|
Clearwire Legacy LLC
|
Delaware
|
26-3791581
|
Clearwire Spectrum Holdings II LLC
|
Nevada
|
Not applicable
|
Clearwire Spectrum Holdings III LLC
|
Nevada
|
Not applicable
|
Clearwire Spectrum Holdings LLC
|
Nevada
|
Not applicable
|
Clearwire XOHM LLC
|
Delaware
|
26-3791783
|
Fixed Wireless Holdings, LLC
|
Delaware
|
75-3120884
|
Fresno MMDS Associates, LLC
|
Delaware
|
Not applicable
|
IBSV LLC
|
Delaware
|
91-2116910
|
Independent Wireless One Leased Realty Corporation
|
Delaware
|
16-1583547
|
Kennewick Licensing, LLC
|
Delaware
|
36-4165282
|
Exact name of registrant as specified in its charter(1)
|
State or other jurisdiction of
incorporation or organization
|
I.R.S. Employer Identification Number
|
Layer3 TV, Inc.
|
Delaware
|
46-3757801
|
L3TV Chicagoland Cable System, LLC
|
Delaware
|
32-0513278
|
L3TV Colorado Cable System, LLC
|
Delaware
|
30-0960088
|
L3TV Dallas Cable System, LLC
|
Delaware
|
61-1811814
|
L3TV DC Cable System, LLC
|
Delaware
|
36-4854339
|
L3TV Detroit Cable System, LLC
|
Delaware
|
36-4906175
|
L3TV Los Angeles Cable System, LLC
|
Delaware
|
37-1852327
|
L3TV Minneapolis Cable System, LLC
|
Delaware
|
32-0590383
|
L3TV New York Cable System, LLC
|
Delaware
|
61-1854933
|
L3TV Philadelphia Cable System, LLC
|
Delaware
|
37-1906122
|
L3TV San Francisco Cable System, LLC
|
Delaware
|
32-0575200
|
L3TV Seattle Cable System, LLC
|
Delaware
|
36-4919336
|
MetroPCS California, LLC
|
Delaware
|
68-0618381
|
MetroPCS Florida, LLC
|
Delaware
|
68-0618383
|
MetroPCS Georgia, LLC
|
Delaware
|
68-0618386
|
MetroPCS Massachusetts, LLC
|
Delaware
|
20-8303630
|
MetroPCS Michigan, LLC
|
Delaware
|
20-2509038
|
MetroPCS Networks California, LLC
|
Delaware
|
20-4956821
|
MetroPCS Networks Florida, LLC
|
Delaware
|
20-4957100
|
MetroPCS Nevada, LLC
|
Delaware
|
20-8303430
|
MetroPCS New York, LLC
|
Delaware
|
20-8303519
|
MetroPCS Pennsylvania, LLC
|
Delaware
|
20-8303570
|
MetroPCS Texas, LLC
|
Delaware
|
20-2508993
|
MinorCo, LLC
|
Delaware
|
48-1165243
|
Nextel Communications of the Mid-Atlantic, Inc.
|
Delaware
|
52-1653244
|
Nextel of New York, Inc.
|
Delaware
|
22-3130302
|
Nextel Retail Stores, LLC
|
Delaware
|
54-2021574
|
Nextel South Corp.
|
Georgia
|
58-2038468
|
Nextel Systems, LLC
|
Delaware
|
54-1878330
|
Nextel West Corp.
|
Delaware
|
84-1116272
|
NSAC, LLC
|
Delaware
|
54-1879079
|
PCTV Gold II, LLC
|
Delaware
|
06-1419676
|
PCTV Sub, LLC
|
Delaware
|
26-2671511
|
People’s Choice TV of Houston, LLC
|
Delaware
|
74-2629878
|
People’s Choice TV of St. Louis, LLC
|
Delaware
|
43-1654858
|
PRWireless PR, LLC
|
Delaware
|
20-5942061
|
PushSpring, Inc.
|
Delaware
|
46-2545203
|
SFE 1, LLC
|
Delaware
|
46-5109647
|
SFE 2, LLC
|
Delaware
|
46-5109902
|
SIHI New Zealand Holdco, Inc.
|
Kansas
|
73-1651896
|
SN Holdings (BR I) LLC
|
Delaware
|
Not applicable
|
SpeedChoice of Detroit, LLC
|
Delaware
|
06-1419673
|
SpeedChoice of Phoenix, LLC
|
Delaware
|
86-0771395
|
Sprint (Bay Area), LLC
|
Delaware
|
59-3155549
|
Sprint Capital Corporation
|
Delaware
|
48-1132866
|
Sprint Communications Company L.P.
|
Delaware
|
43-1408007
|
Exact name of registrant as specified in its charter(1)
|
State or other jurisdiction of
incorporation or organization
|
I.R.S. Employer Identification Number
|
Exact name of registrant as specified in its charter(1)
|
State or other jurisdiction of
incorporation or organization
|
I.R.S. Employer Identification Number
|
VMU GP, LLC
|
Delaware
|
Not applicable
|
WBS of America, LLC
|
Delaware
|
26-2671254
|
WBS of Sacramento, LLC
|
Delaware
|
36-3939511
|
WBSY Licensing, LLC
|
Delaware
|
36-4046585
|
WCOF, LLC
|
Delaware
|
26-2436251
|
Wireless Broadband Services of America, L.L.C.
|
Delaware
|
36-4196556
|
Wireline Leasing Co., Inc.
|
Delaware
|
26-3945313
|
|
(a) |
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Federal Reserve Bank (2nd District)
|
New York, NY
|
Federal Deposit Insurance Corporation
|
Washington, D.C.
|
New York State Banking Department
|
Albany, NY
|
|
(b) |
Whether it is authorized to exercise corporate trust powers.
|
|
|
Yes.
|
Item 2. |
Affiliations with Obligor.
|
Item 3. -15. |
Not Applicable
|
Item 16. |
List of Exhibits.
|
Exhibit 1 -
|
Restated Organization Certificate of Bankers Trust Company dated August 31, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998; Certificate of Amendment of the Organization
Certificate of Bankers Trust Company dated December 18, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999; and Certificate of Amendment of the Organization Certificate of Bankers
Trust Company dated March 14, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810.
|
|
Exhibit 2 -
|
Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810.
|
|
Exhibit 3 -
|
Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810.
|
|
Exhibit 4 -
|
Existing By-Laws of Deutsche Bank Trust Company Americas, approved March 29, 2019, incorporated herein by reference to Exhibit S-3ASR filed with Form T-1 Statement, Registration No. 333-236787.
|
|
Exhibit 5 -
|
Not applicable.
|
|
Exhibit 6 -
|
Consent of Bankers Trust Company required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810.
|
|
Exhibit 7 -
|
A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
|
|
Exhibit 8 -
|
Not Applicable.
|
|
Exhibit 9 -
|
Not Applicable.
|
DEUTSCHE BANK TRUST COMPANY AMERICAS
|
||
By:
|
/s/ Jeffrey Schoenfeld
|
|
Name:
|
Jeffrey Schoenfeld
|
|
Title:
|
Vice President
|
Board of Governors of the Federal Reserve System
Federal Deposit Insurance Corporation
Office of the Comptroller of the Currency
|
OMB Number 7100-0036
OMB Number 3064-0052
OMB Number 1557-0081
Approval expires November 30, 2020
Page 1 of 87
|
|
Consolidated Reports of Condition and Income for
a Bank with Domestic Offices Only—FFIEC 041
|
Report at the close of business June 30, 2020
|
|
20200630
|
|
|
|
(RCON 9999)
|
|
|
|||
This report is required by law: 12 U.S.C. § 324 (State member banks); 12 U.S.C. §1817 (State nonmember banks); 12 U.S.C. §161 (National banks); and 12 U.S.C. §1464
(Savings associations).
Unless the context indicates otherwise, the term “bank” in this report form refers to both banks and savings associations.
|
This report form is to be filed by banks with domestic offices only and total consolidated assets of less than $100 billion, except those banks that file the FFIEC 051, and those banks that are advanced approaches institutions for
regulatory capital purposes that are required to file the FFIEC 031.
|
||
|
NOTE: Each bank’s board of directors and senior management are responsible for establishing and maintaining an effective system of internal control, including controls
over the Reports of Condition and Income. The Reports of Condition and Income are to be prepared in accordance with federal regulatory authority instructions. The Reports of Condition and Income must be signed by the Chief Financial Officer
(CFO) of the reporting bank (or by the individual performing an equivalent function) and attested to by not less than two directors (trustees) for state nonmember banks and three directors for state member banks, national banks, and savings
associations.
I, the undersigned CFO (or equivalent) of the named bank, attest that the Reports of Condition and Income (including the supporting
|
schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct to
the best of my knowledge and belief.
We, the undersigned directors (trustees), attest to the correctness of the Reports of Condition and Income (including the supporting schedules) for this report date and
declare that the Reports of Condition and Income have been examined by us and to the best of our knowledge and belief have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are
true and correct.
|
|
Director (Trustee)
|
||
Signature of Chief Financial Officer (or Equivalent)
|
Director (Trustee)
|
|
07/30/2020
|
||
Date of Signature
|
Director (Trustee)
|
|
FFIEC 041
Page 17 of 87
RC-1
|
Dollar Amounts in Thousands
|
RCON
|
Amount
|
||||||
Assets
|
||||||||
1.
|
Cash and balances due from depository institutions (from Schedule RC-A)
|
|||||||
a.
|
Noninterest-bearing balances and currency and coin(1)
|
0081
|
33,000
|
1.a.
|
||||
b.
|
Interest-bearing balances(2)
|
0071
|
17,254,000
|
1.b.
|
||||
2.
|
Securities:
|
|||||||
a.
|
Held-to-maturity securities (from Schedule RC-B, column A)(3)
|
JJ34
|
0
|
2.a.
|
||||
b.
|
Available-for-sale securities (from Schedule RC-B, column D)
|
1773
|
235,000
|
2.b.
|
||||
c.
|
Equity securities with readily determinable fair values not held for trading(4)
|
JA22
|
6,000
|
2.c.
|
||||
3.
|
Federal funds sold and securities purchased under agreements to resell:
|
|||||||
a.
|
Federal funds sold
|
B987
|
0
|
3.a.
|
||||
b.
|
Securities purchased under agreements to resell(5, 6)
|
B989
|
13,525,000
|
3.b.
|
||||
4.
|
Loans and lease financing receivables (from Schedule RC-C):
|
|||||||
a.
|
Loans and leases held for sale
|
5369
|
0
|
4.a.
|
||||
b.
|
Loans and leases held for investment
|
B528
|
12,252,000
|
4.b.
|
||||
c.
|
LESS: Allowance for loan and lease losses
|
3123
|
31,000
|
4.c.
|
||||
d.
|
Loans and leases held for investment, net of allowance (item 4.b minus 4.c)(7)
|
B529
|
12,221,000
|
4.d.
|
||||
5.
|
Trading assets (from Schedule RC-D)
|
3545
|
0
|
5.
|
||||
6.
|
Premises and fixed assets (including capitalized leases)
|
2145
|
14,000
|
6.
|
||||
7.
|
Other real estate owned (from Schedule RC-M)
|
2150
|
1,000
|
7.
|
||||
8.
|
Investments in unconsolidated subsidiaries and associated companies
|
2130
|
0
|
8.
|
||||
9.
|
Direct and indirect investments in real estate ventures
|
3656
|
0
|
9.
|
||||
10.
|
Intangible assets (from Schedule RC-M)
|
2143
|
19,000
|
10.
|
||||
11.
|
Other assets (from Schedule RC-F)(6)
|
2160
|
1,899,000
|
11.
|
||||
12.
|
Total assets (sum of items 1 through 11)
|
2170
|
45,207,000
|
12.
|
||||
Liabilities
|
||||||||
13.
|
Deposits:
|
|||||||
a.
|
In domestic offices (sum of totals of columns A and C from Schedule RC-E)
|
2200
|
32,975,000
|
13.a.
|
||||
|
|
(1)
|
Noninterest-bearing(8)
|
6631
|
10,695,000
|
|
13.a.(1)
|
|
|
|
(2)
|
Interest-bearing
|
6636
|
22,280,000
|
13.a.(2)
|
||
b.
|
Not applicable
|
|||||||
14.
|
Federal funds purchased and securities sold under agreements to repurchase:
|
|||||||
a.
|
Federal funds purchased(9)
|
B993
|
0
|
12.a.
|
||||
b.
|
Securities sold under agreements to repurchase(10)
|
B995
|
0
|
14.b.
|
||||
15.
|
Trading liabilities (from Schedule RC-D)
|
3548
|
0
|
15.
|
||||
16.
|
Other borrowed money (includes mortgage indebtedness) (from Schedule RC-M)
|
3190
|
380,000
|
16.
|
||||
17.
|
and 18. Not applicable
|
|||||||
19.
|
Subordinated notes and debentures(11)
|
3200
|
0
|
19.
|
1. |
Includes cash items in process of collection and unposted debits.
|
2. |
Includes time certificates of deposit not held for trading.
|
3. |
Institutions that have adopted ASU 2016-13 should report in item 2.a amounts net of any applicable allowance for credit losses, and item 2. should equal Schedule RC-B, item 8, column A, less Schedule RI-B, Part II, item 7, column B.
|
4. |
Item 2.c is to be completed only by institutions that have adopted ASU 2016-01, which includes provisions governing the accounting for investments in equity securities. See the instructions for further detail on ASU 2016-01.
|
5. |
Includes all securities resale agreements, regardless of maturity.
|
6. |
Institutions that have adopted ASU 2016-13 should report in items 3.b and 11 amounts net of any applicable allowance for credit losses.
|
7. |
Institutions that have adopted ASU 2016-13 should report in item 4.c the allowance for credit losses on loans and leases.
|
8. |
Includes noninterest-bearing demand, time, and savings deposits.
|
9. |
Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”
|
10. |
Includes all securities repurchase agreements, regardless of maturity.
|
11. |
Includes limited-life preferred stock and related surplus.
|
FFIEC 041
Page 18 of 87
RC-2
|
Dollar Amounts in Thousands
|
RCON
|
Amount
|
|||
Liabilities—continued
|
|||||
20.
|
Other liabilities (from Schedule RC-G)
|
2930
|
2,134,000
|
20.
|
|
21.
|
Total liabilities (sum of items 13 through 20)
|
2948
|
35,489,000
|
21.
|
|
22.
|
Not applicable
|
||||
Equity Capital
|
|||||
Bank Equity Capital
|
|||||
23.
|
Perpetual preferred stock and related surplus
|
3838
|
0
|
23.
|
|
24.
|
Common stock
|
3230
|
2,127,000
|
24.
|
|
25.
|
Surplus (exclude all surplus related to preferred stock)
|
3839
|
932,000
|
25.
|
|
26.
|
a
|
Retained earnings
|
3632
|
6,660,000
|
26.a.
|
b
|
Accumulated other comprehensive income(1)
|
B530
|
(1,000)
|
26.b.
|
|
c
|
Other equity capital components(2)
|
A130
|
0
|
26.c.
|
|
27.
|
a
|
Total bank equity capital (sum of items 23 through 26.c)
|
3210
|
9,718,000
|
27.a.
|
b
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
3000
|
0
|
27.b.
|
|
28.
|
Total equity capital (sum of items 27.a and 27.b)
|
G105
|
9,718,000
|
28.
|
|
29.
|
Total liabilities and equity capital (sum of items 21 and 28)
|
3300
|
45,207,000
|
29.
|
1.
|
Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2019
|
RCON
|
Number
|
|
6724
|
NA
|
M.1.
|
1a =
|
An integrated audit of the reporting institution’s financial statements and its internal control over financial reporting conducted in accordance with the standards of the American Institute of Certified Public Accountants (AICPA) or
Public Company Accounting Oversight Board (PCAOB) by an independent public accountant that submits a report on the institution
|
2b =
|
An audit of the reporting institution’s parent holding company’s consolidated financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a
report on the consolidated holding company (but not on the institution separately)
|
|
1b =
|
An audit of the reporting institution’s financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the institution
|
3 =
|
This number is not to be used
|
|
4 =
|
Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state-chartering authority)
|
|||
2a =
|
An integrated audit of the reporting institution’s parent holding company’s consolidated financial statements and its internal control over financial reporting conducted in accordance with the standards of the AICPA or the PCAOB by
an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately)
|
5 =
|
Directors’ examination of the bank performed by other external auditors (may be required by state-chartering authority)
|
|
6 =
|
Review of the bank’s financial statements by external auditors
|
|||
7 =
|
Compilation of the bank’s financial statements by external auditors
|
|||
8 =
|
Other audit procedures (excluding tax preparation work)
|
|||
9 =
|
No external audit work
|
To be reported with the March Report of Condition.
|
RCON
|
Date
|
||
2.
|
Bank’s fiscal year-end date (report the date in MMDD format)
|
8678
|
NA
|
M.2.
|
1. | Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan adjustments. |
2.
|
Includes treasury stock and unearned Employee Stock Ownership Plan shares. |