EX-3.36 33 nt10014532x1_ex3-36.htm EXHIBIT 3.36

Exhibit 3.36

LIMITED LIABILITY COMPANY AGREEMENT
 
OF
 
AMERICAN TELECASTING OF REDDING, LLC
 
(a Delaware Limited Liability Company)
 
Effective
 
as of
 
October 21, 2008
 

LIMITED LIABILITY COMPANY AGREEMENT
of
AMERICAN TELECASTING OF REDDING, LLC
 
(a Delaware Limited Liability Company)
 
THIS LIMITED LIABILITY COMPANY AGREEMENT, effective as of October 21, 2008, is made by and between American Telecasting of Redding, LLC (the “Company”) and American Telecasting, Inc., 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 October 21, 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 “American Telecasting of Redding, 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, Inc.
 
8.           Management.

8.1.        Management by Manager.  The business and affairs of the Company shall be managed by American Telecasting, 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.
 
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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 he 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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Executed as of the date first above written by the undersigned.
 
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

4

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, 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 all 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.


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

Signature Page to Acknowledgement Agreement



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

Signature Page to Acknowledgement Agreement



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

Signature Page to Acknowledgement Agreement



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

Signature Page to Acknowledgement Agreement



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

Signature Page to Acknowledgement Agreement



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

Signature Page to Acknowledgement Agreement



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
 
Signature Page to Acknowledgement Agreement



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

Signature Page to Acknowledgement Agreement


 
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
 
Signature Page to Acknowledgement Agreement



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

Signature Page to Acknowledgement Agreement



SCC X, LLC



By:
/s/ Timothy P. O’Grady



Name:  Timothy P. O’Grady


Title:    Vice President

Signature Page to Acknowledgement Agreement


EXHIBIT A

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