EX-3.52 49 nt10014532x1_ex3-52.htm EXHIBIT 3.52
Exhibit 3.52

LIMITED LIABILITY COMPANY AGREEMENT

OF

ATI SUB, LLC

(a Delaware Limited Liability Company)
 
Effective
 
as of
 
May 22, 2008
 
LIMITED LIABILITY COMPANY AGREEMENT
 
of
 
ATI SUB, LLC
 
(a Delaware Limited Liability Company)
 
THIS LIMITED LIABILITY COMPANY AGREEMENT, effective as of May 22, 2008, is made by and between ATI Sub, 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 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 “ATI Sub, 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.
 
8.2          Officers and Agents. The Manager may authorize one or more officers and agents to enter into any contract or to otherwise act on behalf of the Company to the extent that the Manager could take such action. Such authority may be general or be defined to specific instances. Unless authorized to do so by this Agreement or by the Manager, no employee, officer, or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable for any purpose.
 
9.            Financial Matters.
 
9.1          Capital Contributions. The Member has made a capital contribution of $1.00 to the Company in exchange for all of the outstanding membership interests in the Company.
 
9.2          Distributions. The Manager may, in its discretion, cause the Company to make distributions to the Member from time to time as permitted by the Act.
 
9.3          U.S. Federal Income Tax Reporting. For all periods when there is only one member of the Company, (a) the Company shall be treated for U.S. federal income tax purposes as an entity disregarded as separate from the Member, and (b), all items of income, gain, loss, deduction and credit of the Company attributable to such periods shall be reported on the Member’s U.S. federal income tax return.
 
10.          Dissolution and Liquidation.
 
10.1        Events of Dissolution. The Company shall dissolve upon the earlier of:
 
(a)          the sale, transfer or other disposition of all or substantially all of the Company’s assets unless otherwise determined by the Member in writing;
 
(b)          the entry of a decree of judicial dissolution under Section 17-802 of the Act; or
 
(c)          at any time there are no Members of the Company, unless the Company is continued in accordance with the Act.
 
11.          Limitation of Liability; Indemnification.
 
11.1        Limitation of Liability. Neither the Member nor the Manager shall have any liability to the Company for monetary damages for conduct as the Member or the Manager, respectively, except as otherwise provided by the Act. If the Act is hereafter amended to authorize Company action further limiting the personal liability of members and managers, then the liability of the Member and the Manager shall be eliminated or limited to the full extent permitted by the Act, as so amended. No repeal or modification of the Act or this Section 11.1 shall adversely affect any right or protection of the Member or the Manager existing at the time of such repeal or modification for or with respect to an act or omission of the Member or the Manager occurring prior to such repeal or modification.

11.2        Indemnification. The Company shall indemnify the Member and the Manager from and against any judgments, settlements, penalties, fines or expenses incurred in a proceeding to which the Member or the Manager is a party because it is, or was, the Member or the Manager to the fullest extent as permitted by the Act. The right to indemnification and payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section 11.2 shall not be exclusive of any other right the Member or the Manager may have or hereafter acquire under any statute, this Agreement or otherwise. No repeal or modification of the Act or this Section 11.2 shall adversely affect any right of the Member or the Manager to indemnification existing at the time of such repeal or modification for or with respect to indemnification related-to an act or omission of the Member or the Manager occurring prior to such repeal or modification.
 
12.          Miscellaneous.
 
12.1        Assignment. The Member may assign in whole or in part its membership in the Company.
 
12.2        Governing Law. This Agreement shall be construed and enforced in accordance with the internal laws of the State of Delaware, including without limitation, the Act.
 
12.3        Amendments. This Agreement may not be amended except by the written agreement of the Member.
 
12.4        Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.
 
12.5        Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.
 
12.6        Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.
 
Executed as of the date first above mitten by the undersigned.

COMPANY:
MEMBER:
  
     
ATI Sub, LLC
American Telecasting, Inc.
  
       
By:  American Telecasting, Inc.
    
Title:  Manager and Sole Member
By:
/s/ Timothy P. O’Grady
 
 
Name: Timothy P. O’Grady
  
   
Title:  Vice President
  
By:
/s/ Timothy P. O’Grady

 
Name:
Timothy P. O’Grady
 
Title:
Vice President

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.
 
2.
Manager. The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities,
 
3.
Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the Transfer Entities are hereby amended to provide for the LLC as the sole Member and Manager for each of the Transfer Entities.
 
4.
Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a capital contribution of Contributor to LLC.
 
5.
Miscellaneous:
 

 a.
Assignment: This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
 

 b.
Governing Law: This Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware.
 

 c.
Further Assurances: Each of the parties will, and will cause their respective affiliates to, execute and deliver such further certificates, agreements and other documents and to take such other actions as the other parries may reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters. To the extent any Contributed Interests are not transferred on the date hereof, the Contributor will transfer any such interests to LLC as soon as reasonably practicable after such interests become transferable.

[Signature pages follow]

 
Sprint HoldCo, LLC
         
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
SX Sub, LLC
         
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
NSAC, LLC
         
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
WBC NY, LLC
         
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
ATL MDS, LLC
         
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
LA MDS, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
NY MDS, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  

 
SF MDS, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
Via/Net, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
Wavepath Sub, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
Sprint (Bay Area), LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
Transworld Telecom II, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
WHI Sub, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
Bay Area Cablevision, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
TWTV Spokane, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  

 
TTI Acquisition, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
WHI SD LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
ATI Sub, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
American Telecasting Development, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
American Telecasting of Anchorage, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
American Telecasting of Bend, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
American Telecasting of Bismarck, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
American Telecasting of Cincinnati, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  

 
American Telecasting of Colorado Springs, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
American Telecasting of Columbus, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
American Telecasting of Denver, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
American Telecasting of Ft. Collins, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
American Telecasting of Fort Myers, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
American Telecasting of Green Bay, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
American Telecasting of Jackson, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
American Telecasting of Lansing, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  

 
American Telecasting of Lincoln, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
American Telecasting of Little Rock, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
American Telecasting of Louisville, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
American Telecasting of Medford, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
American Telecasting of Michiana, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
American Telecasting of Monterey, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
American Telecasting of Oklahoma, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  

 
American Telecasting of Portland, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
American Telecasting of Redding, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
American Telecasting of Salem/Eugene, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
American Telecasting of Santa Barbara, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
ATI of Santa Rosa, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
American Telecasting of Seattle, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  

 
American Telecasting of Sheridan, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
American Telecasting of Toledo, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
American Telecasting of Youngstown, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
American Telecasting of Yuba City, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
PCTV Sub, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
Alda Gold II, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  

 
Alda Tucson, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
PCTV Gold II, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
People’s Choice TV of Albuquerque, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
People’s Choice TV of Houston, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
PCTV of Milwaukee, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
PCTV of Salt Lake City, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
People’s Choice TV of St. Louis, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  

 
Preferred Entertainment, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
SpeedChoice of Detroit, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
SpeedChoice of Phoenix, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
Wireless Cable of Indianapolis, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
G&S TV LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
WCOF, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  

 
TDI Acquisition Sub, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
WBS California, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
WBS Idaho, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
WBS Montana, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
Wireless Broadband Services of America, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
Sprint Wireless Broadband Company LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
Wireless Broadcasting Systems of Knoxville, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  

 
WBS Washington, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
WBS Oregon, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
WBS of America, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
WBS of Sacramento, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
WBS of Ft. Pierce, LLC
   
  By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
WBS of Melbourne, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  
         
 
WBS of West Palm, LLC
   
 
By:
/s/ Timothy P. O’Grady
  
   
Name:
Timothy P. O’Grady
  
   
Title:
Vice President
  

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 Solent/Eugene, LLC
American Telecasting of Santa Barbara, LLC
ATI of Santa Rosa, LLC
American Telecasting of Seattle, LLC
American Telecasting of Sheridan, LLC
American Telecasting of Toledo, LLC
American Telecasting of Youngstown, LLC
American Telecasting of Yuba City, LLC
PCTV Sub, LLC
Alda Gold II, LLC
Alda Tucson, LLC
  
Alda Wireless Holdings, LLC
PCTV Gold II, LLC
People’s Choice TV of Albuquerque, LLC
People’s Choice TV of Houston, LLC
PCTV of Milwaukee, LLC
PCTV of Salt Lake City, LLC
People’s Choice TV of St. Louis, LLC
People’s Choice TV of Tucson, LLC
Preferred Entertainment, LLC
SpeedChoice of Detroit, LLC
SpeedChoice of Phoenix, LLC
Wireless Cable of Indianapolis, LLC
G&S TV LLC
WCOF, LLC
TDI Acquisition Sub, LLC
WBS California, LLC
WBS Idaho, LLC
WBS Montana, LLC
Wireless Broadband Services of America, LLC
Sprint Wireless Broadband Company LLC
Wireless Broadcasting Systems of Knoxville, LLC
WBS Washington, LLC
WBS Oregon, LLC
WBS of America, LLC
WBS of Sacramento, LLC
WBS of Ft. Pierce, LLC
WBS of Melbourne, LLC
WBS of West Palm, LLC
SCC X, LLC