AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PCTV GOLD II, LLC (a Delaware Limited Liability Company) Effective as of March 31, 2008
Exhibit 3.149
AMENDED AND RESTATED
OF
PCTV GOLD II, LLC
(a Delaware Limited Liability Company)
Effective
as of
March 31, 2008
AMENDED AND RESTATED
of
PCTV GOLD II, LLC
(a Delaware Limited Liability Company)
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, effective as of March 31, 2008, is made by and between PCTV Gold II, LLC (the “Company”) and
People’s Choice TV Corp., 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 March 31, 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 “PCTV Gold 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 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ . 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, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, County of ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The
registered office and registered agent may be changed from time to time as determined by the Manager.
7.
Member. The
Member is People’s Choice TV Corp.
8.
Management.
8.1. Management by Manager.
The business and affairs of the Company shall be managed by People’s Choice TV Corp. (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.
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.
3
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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PCTV Gold II, LLC
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People’s Choice TV Corp.
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By:
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People’s Choice TV Corp.
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By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇ | ||
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Title:
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Manager and Sole Member
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Name:
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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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇ | ||||
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Name:
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▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Title:
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Vice President
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4
ACKNOWLEDGEMENT AGREEMENT
THIS ACKNOWLEDGEMENT AGREEMENT (this “Agreement”), dated ns of November 28, 2008 (the “Effective Time”), is entered into by and among Sprint HoldCo, LLC a
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 on of Contributor’s 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.
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.
[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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Title:
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Vice President
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Signature Page to Acknowledgement Agreement
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SF MDS, LLC
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By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Title:
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Vice President
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Signature Page to Acknowledgement Agreement
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TTI Acquisition, LLC
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By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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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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Name:
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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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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Title:
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Vice President
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Signature Page to Acknowledgement Agreement
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American Telecasting of Colorado Springs, LLC
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By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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Title:
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Vice President
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American Telecasting of Ft. ▇▇▇▇▇▇▇, LLC
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By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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Title:
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Vice President
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American Telecasting of Fort ▇▇▇▇▇, LLC
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By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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Title:
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Vice President
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American Telecasting of ▇▇▇▇▇▇▇, LLC
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By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Title:
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Vice President
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Signature Page to Acknowledgement Agreement
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American Telecasting of Lincoln, LLC
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By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
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Title:
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Vice President
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||
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American Telecasting of Oklahoma, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
American Telecasting of Portland, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
Signature Page to Acknowledgement Agreement
|
American Telecasting of ▇▇▇▇▇▇▇, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
American Telecasting of Salem/▇▇▇▇▇▇, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
American Telecasting of Santa ▇▇▇▇▇▇▇, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
ATI of Santa ▇▇▇▇, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
American Telecasting of Seattle, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
American Telecasting of Sheridan, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
American Telecasting of Toledo, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
American Telecasting of Youngstown, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
Signature Page to Acknowledgement Agreement
|
American Telecasting of Yuba City, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
PCTV Sub, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
▇▇▇▇ Gold II, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
▇▇▇▇ Tucson, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
▇▇▇▇ Wireless Holdings, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
PCTV Gold II, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
People’s Choice TV of Albuquerque, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
People’s Choice TV of Houston, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
Signature Page to Acknowledgement Agreement
|
PCTV of Milwaukee, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
PCTV of Salt Lake City, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
People’s Choice TV of St. Louis, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
People’s Choice TV of Tucson, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
Preferred Entertainment, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
SpeedChoice of Detroit, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
SpeedChoice of Phoenix, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
Wireless Cable of Indianapolis, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
Signature Page to Acknowledgement Agreement
|
G&S TV LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
TDI Acquisition Sub, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
WBS California, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
WBS Idaho, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
WBS Montana, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
Wireless Broadband Services of America, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
Sprint Wireless Broadband Company LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
Signature Page to Acknowledgement Agreement
|
Wireless Broadcasting Systems of Knoxville. LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
WBS Washington, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
WBS Oregon, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
WBS of America. LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
WBS of Sacramento, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
WBS of Ft. ▇▇▇▇▇▇, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
WBS of Melbourne, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
|
WBS of West Palm, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
Signature Page to Acknowledgement Agreement
|
SCC X, LLC
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
Signature Page to Acknowledgement Agreement
EXHIBIT A
|
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
|
|
|
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. ▇▇▇▇▇▇, LLC
|
|
American Telecasting of Fort ▇▇▇▇▇▇▇, LLC
|
WBS of Melbourne, LLC
|
|
American Telecasting of Fort ▇▇▇▇▇. LLC
|
WBS of West Palm, LLC
|
|
American Telecasting of Green Bay, LLC
|
SCC X, LLC
|
|
American Telecasting of ▇▇▇▇▇▇▇, 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/▇▇▇▇▇▇, LLC
|
|
|
American Telecasting of Santa ▇▇▇▇▇▇▇, LLC
|
|
|
ATI of Santa ▇▇▇▇, 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
|
|
|
▇▇▇▇ Gold II, LLC
|
|
|
▇▇▇▇ Tucson, LLC
|
|
|
▇▇▇▇ Wireless Holdings, LLC
|
|
|
PCTV Gold II, LLC
|