LIMITED LIABILITY COMPANY AGREEMENT OF TRANSWORLD TELECOM II, LLC (a Delaware Limited Liability Company) Effective as of May 22, 2008
Exhibit 3.253
OF
TRANSWORLD TELECOM II, LLC
(a Delaware Limited Liability Company)
Effective
as of
May 22, 2008
Exhibit 3.253
(a Delaware Limited Liability Company)
THIS LIMITED LIABILITY COMPANY AGREEMENT, effective as of May 22, 2008, is made by and between Transworld Telecom II, LLC (the “Company”) and Transworld Telecommunications, Inc., a Pennsylvania 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 May 22, 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 “Transworld Telecom II, 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 0000 Xxxxxx
Xxxxxxx, Xxxxxxxx Xxxx, Xxxxxx, 00000. 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, 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, County of Xxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000. The registered office and registered agent may be changed from time to time as determined by the
Manager.
7.
Member. The Member is Transworld Telecommunications, Inc.
8.
Management.
8.1.
Management by Manager. The business and affairs of the Company shall be managed by Transworld
Telecommunications, Inc. (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.
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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.
2
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.
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Effective as of the date first above written by the undersigned.
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COMPANY:
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MEMBER:
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Transworld Telecom II, LLC
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Transworld Telecommunications, Inc.
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By: Transworld Telecommunications, Inc.
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Title: Manager and Sole Member
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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ASSET CONTRIBUTION AGREEMENT
THIS ASSET CONTRIBUTION AGREEMENT (this “Agreement”), dated as of the 7th day of November, 2008 (the “Effective Time”), is entered into by and among
Transworld Telecommunications, Inc., a Pennsylvania corporation (“TTI” or the “Contributor”), and Transworld Telecom II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of TTI (“LLC”).
The Contributor is the sole member of LLC.
The Contributor is the owner of certain assets as of the date hereof that are used primarily in the business of developing, owning and operating a WiMAX
network utilizing 2.5 GHz spectrum in the United States (the “WiMAX Business”).
The Contributor desires to transfer the assets that are used primarily in the WiMAX Business owned by Contributor, and the liabilities related to the WiMAX
Business for which Contributor is liable, to LLC, and LLC desires to accept such assets and assume such liabilities.
In consideration of the foregoing recitals and the mutual covenants and agreements contained in this Agreement, the parties agree as follows:
| 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.
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| 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.
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| 3. |
Capital Contribution: The contribution of the Contributed Assets shall be deemed a capital contribution of Contributor to LLC.
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| 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.
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| 5. |
Miscellaneous:
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| 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.
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| b. |
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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| c. |
Governing Law: This Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware.
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| 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.
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[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date first above written.
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TRANSWORLD TELECOMMUNICATIONS, INC.
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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TRANSWORLD TELECOM II, LLC
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By: Transworld Telecommunications, Inc.
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Its Sole Member
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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Signature Page to Contribution Agreement
ACKNOWLEDGEMENT AGREEMENT
THIS ACKNOWLEDGEMENT AGREEMENT (this “Agreement”), dated as of November 28, 2008 (the “Effective Time”), is entered into by and among Sprint HoldCo, LLC,
Delaware limited liability company (the “Contributor”), SX Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Contributor (the “LLC”) and each of the entities set forth on Exhibit A (the “Transfer Entities”).
WHEREAS, the Contributor was the owner of membership interests in the Transfer Entities and the sole member of the Transfer Entities;
WHEREAS, pursuant to the Contribution Agreement by and between the Contributor and the LLC dated as of November 28, 2008, the Contributor transferred to
the LLC, and the LLC accepted from the Contributor all of Contributors membership interests in each of the Transfer Entities, and the LLC became the sole member of each of the Transfer Entities.
NOW, THEREFORE, BE IT RESOLVED, that in consideration of the foregoing recitals and the mutual covenants and agreements contained in this Agreement, the parties agree as
follows:
| 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 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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[Signature pages follow]
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date first written above.
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Sprint HoldCo, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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SX Sub, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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NSAC, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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WBC NY, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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ATL MDS, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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LA MDS, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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NY MDS, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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SF MDS, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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Via/Net, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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Wavepath Sub, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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Sprint (Bay Area), LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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Transworld Telecom II, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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WHI Sub, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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Bay Area Cablevision, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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TWTV Spokane, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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TTI Acquisition, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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WHI SD LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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ATI Sub, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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American Telecasting Development, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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American Telecasting of Anchorage, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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American Telecasting of Bend, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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American Telecasting of Bismarck, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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American Telecasting of Cincinnati, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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American Telecasting of Colorado Springs, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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American Telecasting of Columbus, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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American Telecasting of Denver, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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American Telecasting of Ft. Xxxxxxx, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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American Telecasting of Fort Xxxxx, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx PP. X’Xxxxx
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Title:
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Vice President
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American Telecasting of Green Bay, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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American Telecasting of Xxxxxxx, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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American Telecasting of Lansing, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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American Telecasting of Lincoln, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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American Telecasting of Little Rock, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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American Telecasting of Louisville, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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American Telecasting of Medford, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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American Telecasting of Michiana, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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American Telecasting of Monterey, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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American Telecasting of Oklahoma, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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American Telecasting of Portland, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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American Telecasting of Xxxxxxx, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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American Telecasting of Salem/Xxxxxx, LLC
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By:
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/s/ Xxxxxxx X. X’Xxxxx
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Name:
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Xxxxxxx X. X’Xxxxx
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Title:
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Vice President
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American Telecasting of Santa Xxxxxxx, LLC
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By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
ATI of Santa Xxxx, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
American Telecasting of Seattle, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
American Telecasting of Sheridan, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
American Telecasting of Toledo, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
American Telecasting of Youngstown, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
American Telecasting of Yuba City, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
PCTV Sub, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
Xxxx Gold II, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
Xxxx Tucson, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
Xxxx Wireless Holdings, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
PCTV Gold II, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
People’s Choice TV of Albuquerque, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
People’s Choice TV of Houston, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
PCTV of Milwaukee, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
PCTV of Salt Lake City, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
People’s Choice TV of St. Louis, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
People’s Choice TV of Tucson, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
Preferred Entertainment, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
SpeedChoice of Detroit, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
SpeedChoice of Phoenix, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
Wireless Cable of Indianapolis, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
G&S TV LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
TDI Acquisition Sub, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
WBS California, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
WBS Idaho, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
WBS Montana, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
Wireless Broadband Services of America, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
Sprint Wireless Broadband Company LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
Wireless Broadcasting Systems of Knoxville, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
WBS Washington, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
WBS Oregon, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
WBS of America, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
WBS of Sacramento, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
WBS of Ft. Xxxxxx, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
WBS of Melbourne, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
WBS of West Palm, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
|
SCC X, LLC
|
||
|
By:
|
/s/ Xxxxxxx X. X’Xxxxx
|
|
|
Name:
|
Xxxxxxx X. X’Xxxxx
|
|
|
Title:
|
Vice President
|
|
EXHIBIT A
|
NSAC, LLC
|
ATI of Santa Xxxx, 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
|
Xxxx Gold II, LLC
|
|
Sprint (Bay Area), LLC
|
Xxxx Tucson, LLC
|
|
Transworld Telecom II, LLC
|
Xxxx 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
|
|
|
American Telecasting of Denver, LLC
|
TDI Acquisition Sub, LLC
|
|
American Telecasting of Fort Xxxxxxx, LLC
|
WBS California, LLC
|
|
American Telecasting of Fort Xxxxx, LLC
|
WBS Idaho, LLC
|
|
American Telecasting of Green Bay, LLC
|
WBS Montana, LLC
|
|
American Telecasting of Xxxxxxx, 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. Xxxxxx, 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/Xxxxxx, LLC
|
|
|
American Telecasting of Santa Xxxxxxx, LLC
|
