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401(k) Savings Plan [2001]
401(k) Savings Plan [2001] (270K)
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CINGULAR WIRELESS
401(k) SAVINGS PLAN
EFFECTIVE NOVEMBER 1, 2001
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CINGULAR WIRELESS
401(k) SAVINGS PLAN
On this first day of November, 2001, Cingular Wireless LLC (the
"Controlling Company") hereby adopts the Cingular Wireless 401(k) Savings Plan
(the "Plan").
STATEMENT OF PURPOSE
A. The primary purpose of the Plan is to recognize the contributions made
to the Controlling Company and its participating affiliates by employees and to
reward those contributions by providing eligible employees with an opportunity
to accumulate savings for their future security.
B. In connection with the formation of the Controlling Company, certain
employees of SBC Communications, Inc. and its affiliates (the "SBC Transferred
Employees") shall become employees of the Controlling Company and its
affiliates. In connection with such transfer of employment, the accounts of the
SBC Transferred Employees under the SBC Savings Plan, the SBC Savings and
Security Plan and the USVI Cellular Telephone Corporation 401(k) Savings Plan
shall be transferred to the Plan.
C. In connection with the formation of the Controlling Company, certain
employees of BellSouth Corporation and its affiliates (the "BellSouth
Transferred Employees") shall become employees of the Controlling Company and
its affiliates. In connection with such transfer of employment, the accounts of
the BellSouth Transferred Employees under the BellSouth Retirement Savings Plan,
the BellSouth Retirement Savings and Security Plan, and the Houston Cellular
Telephone Co. & Galveston Cellular Telephone Co. Savings Plan shall be
transferred to the Plan.
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D. The Controlling Company intends that the Plan be a profit sharing plan
qualified under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986
as amended, and that it satisfy the requirements of the Employee Retirement
Income Security Act of 1974, as amended.
STATEMENT OF AGREEMENT
To adopt the Plan with the purposes and goals as hereinabove described,
the Controlling Company hereby sets forth the terms and provisions as follows:
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Table of Contents
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ARTICLE I DEFINITIONS .......................................................1
1.1 Account ............................................................1
1.2 ACP or Actual Contribution Percentage ..............................1
1.3 ACP Test ...........................................................1
1.4 Active Participant .................................................1
1.5 Administrative Committee ...........................................2
1.6 ADP or Actual Deferral Percentage ..................................2
1.7 ADP Test ...........................................................2
1.8 Affiliate ..........................................................2
1.9 After-Tax Account ..................................................2
1.10 After-Tax Contributions ............................................3
1.11 After-Tax Deferral Election ........................................3
1.12 Alternate Payee ....................................................3
1.13 Ameritech Restricted Account .......................................3
1.14 Annual Addition ....................................................3
1.15 Before-Tax Account .................................................3
1.16 Before-Tax Contributions ...........................................3
1.17 Before-Tax Deferral Election .......................................3
1.18 BellSouth ..........................................................3
1.19 BellSouth Plans ....................................................3
1.20 BellSouth Stock ....................................................3
1.21 BellSouth Shares Fund ..............................................3
1.22 BellSouth Transferred Participant ..................................3
1.23 Beneficiary ........................................................4
1.24 Board ..............................................................4
1.25 Break in Service ...................................................4
(a) Years of Service ...................................................4
(b) Effect of FMLA .....................................................4
1.26 Chief Executive Officer ............................................4
1.27 Code ...............................................................4
1.28 Compensation .......................................................4
(a) Benefit Compensation ...............................................4
(b) Section 404 Compensation ...........................................5
(c) Top-Heavy Compensation .............................................5
(d) Section 415 Compensation ...........................................5
(e) Key Employee and Highly Compensated Employee Compensation ..........5
(f) Testing Compensation ...............................................6
1.29 Contributions ......................................................6
1.30 Controlling Company ................................................6
1.31 Covered Employee ...................................................6
1.32 Deferral Election ..................................................6
1.33 Defined Benefit Minimum ............................................6
1.34 Defined Benefit Plan ...............................................7
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1.35 Defined Contribution Minimum .......................................7
1.36 Defined Contribution Plan ..........................................7
1.37 Determination Date .................................................7
1.38 Disability or Disabled .............................................7
1.39 Effective Date .....................................................7
1.40 Elective Deferrals .................................................7
1.41 Eligible Non-Highly Compensated Employee ...........................7
1.42 Eligible Retirement Plan ...........................................7
1.43 Eligible Rollover Distribution .....................................8
1.44 Employee ...........................................................8
1.45 Employment Date ....................................................8
1.46 Entry Date .........................................................8
1.47 ERISA ..............................................................8
1.48 Forfeiture .........................................................8
1.49 Formal Force Reduction .............................................8
1.50 Highly Compensated Employee ........................................9
(a) General Rule ......................................................9
(b) Excluded Employees ................................................9
(c) Former Employees ..................................................9
(d) Nonresident Aliens ...............................................10
(e) Compliance with Code Section 414(q) ..............................10
1.51 Hour of Service ...................................................10
1.52 Houston Cellular Plan .............................................10
1.53 Investment Committee ..............................................10
1.54 Investment Fund or Funds ..........................................10
1.55 Key Employee ......................................................10
1.56 Leave of Absence ..................................................10
1.57 Limitation Year ...................................................10
1.58 Matching Account ..................................................10
1.59 Matching Contributions ............................................10
1.60 Maternity or Paternity Leave ......................................11
1.61 Maximum Deferral Amount ...........................................11
1.62 Named Fiduciary ...................................................11
1.63 Non-Key Employee ..................................................11
1.64 Normal Retirement Age .............................................11
1.65 Participant .......................................................11
1.66 Participating Company .............................................11
1.67 Permissive Aggregation Group ......................................11
1.68 Plan ..............................................................11
1.69 Plan Year .........................................................11
1.70 Prior Employer Contributions Account ..............................11
1.71 Prior Plan ........................................................11
1.72 QDRO ..............................................................11
1.73 Qualified Nonelective Account .....................................12
1.74 Qualified Nonelective Contributions ...............................12
1.75 Qualified Spousal Waiver ..........................................12
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1.76 Related Company ..................................................12
1.77 Required Aggregation Group .......................................12
1.78 Rollover Account .................................................12
1.79 Rollover Contribution ............................................12
1.80 SBC ..............................................................12
1.81 SBC Plans ........................................................12
1.82 SBC Shares Fund ..................................................12
1.83 SBC Stock ........................................................13
1.84 Savings and Security Plan ........................................13
1.85 Senior Officers ..................................................13
1.86 Severance Date ...................................................13
1.87 Spouse or Surviving Spouse .......................................13
1.88 Top-Heavy Group ..................................................13
1.89 Top-Heavy Plan ...................................................13
1.90 Transfer Account .................................................13
1.91 Transfer Contributions ...........................................13
1.92 Transferred Employee .............................................13
1.93 Transferred Participant ..........................................14
1.94 Trust or Trust Agreement .........................................14
1.95 Trustee ..........................................................14
1.96 Trust Fund .......................................................14
1.97 USVI Plan ........................................................14
1.98 Valuation Date ...................................................14
1.99 Years of Service .................................................14
(a) Aggregation Rule .................................................14
(b) Counting Periods of Severance ....................................14
(c) Pre-Break Service ................................................15
(d) Post-Break Service ...............................................15
(e) Predecessor Plan .................................................15
(f) Predecessor Employer .............................................15
(g) Reemployed Veterans ..............................................15
ARTICLE II ELIGIBILITY .....................................................16
2.1 Initial Eligibility Requirements .................................16
(a) General Rule .....................................................16
(b) New Participating Companies ......................................16
2.2 Treatment of Interruptions of Service ............................16
2.3 Change in Status .................................................16
ARTICLE III CONTRIBUTIONS ..................................................17
3.1 Before-Tax and After-Tax Contributions ...........................17
(a) Before-Tax Contributions .........................................17
(b) After-Tax Contributions ..........................................17
(c) Contributions Which Exceed Maximum Deferral Amount ...............17
(d) Deferral Elections ...............................................18
(1) Effective Date ...............................................18
(2) Term .........................................................18
(3) Revocation ...................................................18
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(4) Modification by Participant ..................................18
(5) Modification by Administrative Committee .....................19
(6) Investment Direction Required ................................19
3.2 Matching Contributions ...........................................19
(a) General Rule .....................................................19
(b) Matching Contributions for BellSouth Transferred Participants ....19
3.3 Qualified Nonelective Contributions ..............................19
3.4 Form of Contributions ............................................20
3.5 Timing of Contributions ..........................................20
(a) Before-Tax and After-Tax Contributions ...........................20
(b) Matching and Qualified Nonelective Contributions .................20
3.6 Contingent Nature of Company Contributions .......................20
3.7 Restoration Contributions ........................................20
(a) Restoration of Forfeitures .......................................20
(b) Restoration Contribution .........................................20
3.8 Reemployed Veterans ..............................................21
ARTICLE IV ROLLOVERS AND TRANSFERS BETWEEN PLANS ...........................22
4.1 Rollover Contributions ...........................................22
(a) Request by Participant ...........................................22
(b) Acceptance of Rollover ...........................................22
4.2 Transfer Contributions ...........................................22
(a) Direct Transfers Permitted .......................................22
(b) Mergers and Spin-offs Permitted ..................................22
(c) Establishment of Transfer Accounts ...............................22
(d) Transfer Accounts ................................................23
4.3 Spin-offs to Other Plans .........................................23
ARTICLE V PARTICIPANTS' ACCOUNTS; CREDITING AND ALLOCATIONS ................24
5.1 Establishment of Participants' Accounts ..........................24
5.2 Allocation and Crediting of Before-Tax, After-Tax, Matching,
Rollover and Transfer Contributions ..............................24
5.3 Allocation and Crediting of Qualified Nonelective Contributions ..24
(a) General Provision ................................................24
(b) Per Capita Qualified Nonelective Contributions ...................24
(c) Proportional Qualified Nonelective Contributions .................25
(d) Section 415 Qualified Nonelective Contributions ..................25
(e) Qualified Nonelective Matching Contributions .....................25
5.4 Crediting of Restoration Contributions ...........................25
5.5 Allocation of Forfeitures ........................................26
5.6 Adjustments to Accounts ..........................................26
5.7 Notice to Participants of Account Balances .......................26
5.8 Good Faith Valuation Binding .....................................26
5.9 Errors and Omissions in Accounts .................................26
ARTICLE VI CONTRIBUTION AND SECTION 415 LIMITATIONS AND
NONDISCRIMINATION REQUIREMENTS .......................................27
6.1 Deductibility Limitations ........................................27
6.2 Maximum Limitation on Elective Deferrals .........................27
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(a) Maximum Elective Deferrals Under Participating Company Plans .....27
(b) Return of Excess Before-Tax Contributions ........................27
(c) Return of Excess Elective Deferrals Provided by Other
Participating Company Arrangements ...............................27
(d) Discretionary Return of Elective Deferrals .......................28
(e) Return of Excess Annual Additions ................................28
6.3 Nondiscrimination Requirements for Before-Tax Contributions ......28
(a) ADP Test .........................................................28
(b) Multiple Plans ...................................................28
(c) Adjustments to Actual Deferral Percentages .......................29
6.4 Nondiscrimination Requirements for After-Tax and Matching
Contributions ....................................................30
(a) ACP Test .........................................................30
(b) Multiple Plans ...................................................30
(c) Adjustments to Actual Contribution Percentages ...................31
6.5 Multiple Use of Tests ............................................32
(a) Aggregate Limitation .............................................32
(b) Multiple Plans ...................................................33
(c) Correction .......................................................33
(d) Application ......................................................33
6.6 Order of Application .............................................34
6.7 Code Section 415 Limitations on Maximum Contributions ............34
(a) General Limit on Annual Additions ................................34
(b) Combined Plan Limit ..............................................34
(c) Correction of Excess Annual Additions ............................34
(d) Annual Addition ..................................................35
(e) Compliance with Code Section 415 .................................36
6.8 Construction of Limitations and Requirements .....................36
ARTICLE VII INVESTMENTS ....................................................37
7.1 Establishment of Trust Account ...................................37
7.2 Investment Funds .................................................37
(a) Establishment of Investment Funds ................................37
(b) Reinvestment of Cash Earnings ....................................37
(c) Investment Through Brokerage Accounts ............................37
7.3 Participant Direction of Investments .............................37
(a) Investment of Contributions ......................................37
(b) Investment of Existing Account Balances ..........................38
(c) Conditions Applicable to Elections ...............................38
(d) BellSouth and SBC Shares Funds ...................................38
(e) Restrictions on Investments ......................................39
7.4 Valuation ........................................................39
7.5 Voting and Tender Offer Rights ...................................39
(a) Investment Funds .................................................39
(b) BellSouth and SBC Shares Funds ...................................39
7.6 Fiduciary Responsibilities for Investment Directions .............40
7.7 Appointment of Investment Manager; Authorization to Invest in
Collective Trust .................................................40
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(a) Investment Manager ...............................................40
(b) Collective Trust .................................................40
ARTICLE VIII VESTING IN ACCOUNTS ...........................................41
8.1 General Vesting Rule .............................................41
(a) Fully Vested Accounts ............................................41
(b) Matching Accounts ................................................41
(c) Vesting of Transferred Employees .................................41
(d) Vesting of Covered Employees on December 31, 2001 ................41
8.2 Vesting Upon Occurrence of Certain Events ........................41
8.3 Timing of Forfeitures and Vesting after Restoration
Contributions ..................................................41
(a) Timing of Forfeitures ............................................41
(b) Reemployment and Vesting Before Any Distribution .................42
8.4 Amendment to Vesting Schedule ....................................42
ARTICLE IX PAYMENT OF BENEFITS FROM ACCOUNTS ...............................43
9.1 Benefits Payable for Reasons Other Than Death ....................43
(a) General Rule Concerning Benefits Payable .........................43
(b) Timing of Distribution ...........................................43
(c) Restrictions on Distributions from Before-Tax Account,
Ameritech Restricted Account and Qualified Nonelective
Account ..........................................................44
(d) Delay Upon Reemployment ..........................................45
9.2 Death Benefits ...................................................45
9.3 Commencement of Death Benefits ...................................45
(a) General Rule .....................................................45
(b) Minimum Benefit Rules ............................................45
9.4 Forms of Distribution ............................................46
(a) Method ...........................................................46
(1) Single-Sum Payment ...........................................46
(2) Installments .................................................46
(3) Partial Distributions ........................................46
(4) Other Optional Forms .........................................46
(b) Direct Rollover Distributions ....................................46
(c) Assets Distributed ...............................................47
9.5 Cash-Out Payment of Benefits .....................................47
9.6 Qualified Domestic Relations Orders ..............................47
9.7 Beneficiary Designation ..........................................47
(a) General ..........................................................47
(b) No Designation or Designee Dead or Missing .......................48
9.8 Claims ...........................................................48
(a) Procedure ........................................................48
(b) Review Procedure .................................................48
(c) Satisfaction of Claims ...........................................49
9.9 Explanation of Rollover Distributions ............................49
9.10 Forfeiture of Benefits by Killers ................................49
9.11 Unclaimed Benefits ...............................................50
9.12 Recovery of Mistaken Payments ....................................50
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ARTICLE X WITHDRAWALS AND LOANS ............................................51
10.1 In-Service Withdrawals ...........................................51
(a) General ..........................................................51
(b) Election to Withdraw .............................................51
(c) Source of Withdrawal Amounts .....................................51
(d) Payment of Withdrawal ............................................51
(e) Effect of Outstanding Loan .......................................51
10.2 Hardship Withdrawals .............................................51
(a) Parameters of Hardship Withdrawals ...............................51
(b) Immediate and Heavy Financial Need ...............................52
(c) Necessary to Satisfy a Financial Need ............................52
10.3 Withdrawals of Entire Vested Account Upon Attainment of Age
59 1/2 ...........................................................52
10.4 Withdrawals of After-Tax and Rollover Accounts ...................52
10.5 Withdrawals of Prior Employer Contributions Account ..............52
10.6 Withdrawals of Ameritech Restricted Account ......................53
10.7 Withdrawals from Transfer Accounts ...............................53
10.8 Loans to Participants ............................................53
(a) Grant of Authority ...............................................53
(b) Nondiscriminatory Policy .........................................53
(c) Minimum Loan Amount ..............................................53
(d) Maximum Loan Amount ..............................................53
(e) Maximum Loan Term ................................................54
(f) Terms of Repayment ...............................................54
(g) Adequacy of Security .............................................55
(h) Rate of Interest .................................................55
(i) Source of Loan Amounts ...........................................55
(j) Crediting Loan Payments to Accounts ..............................55
(k) Remedies in the Event of Default .................................55
(l) Qualified Military Service .......................................56
ARTICLE XI ADMINISTRATION ..................................................57
11.1 Administrative Committee; Appointment and Term of Office .........57
(a) Appointment ......................................................57
(b) Removal; Resignation .............................................57
(c) Certification ....................................................57
11.2 Organization of Administrative Committee .........................57
11.3 Powers and Responsibility ........................................57
11.4 Records of Administrative Committee ..............................58
(a) Notices and Directions ...........................................58
(b) Records ..........................................................58
11.5 Delegation .......................................................59
11.6 Reporting and Disclosure .........................................59
11.7 Construction of the Plan .........................................59
11.8 Correction of Errors .............................................59
11.9 Assistants and Advisors ..........................................60
(a) Engaging Advisors ................................................60
(b) Reliance on Advisors .............................................60
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11.10 Investment Committee .............................................60
(a) Appointment ......................................................60
(b) Duties ...........................................................60
11.11 Direction of Trustee .............................................61
11.12 Bonding ..........................................................61
11.13 Indemnification ..................................................61
ARTICLE XII ALLOCATION OF AUTHORITY AND RESPONSIBILITIES ...................62
12.1 Controlling Company and Board ....................................62
(a) General Responsibilities .........................................62
(b) Allocation of Authority ..........................................62
(c) Authority of Participating Companies .............................62
12.2 Administrative Committee .........................................63
12.3 Investment Committee .............................................63
12.4 Trustee ..........................................................63
12.5 Limitations on Obligations of Fiduciaries ........................63
12.6 Delegation .......................................................63
12.7 Multiple Fiduciary Roles .........................................63
ARTICLE XIII AMENDMENT, TERMINATION AND ADOPTION ...........................64
13.1 Amendment ........................................................64
13.2 Termination ......................................................64
(a) Vesting Upon Complete Termination ................................64
(b) Dissolution of Trust .............................................64
(c) Vesting Upon Partial Termination .................................64
13.3 Adoption of the Plan by a Participating Company ..................65
(a) Procedures for Participation .....................................65
(b) Single Plan ......................................................65
(c) Authority under Plan .............................................65
(d) Contributions to Plan ............................................65
(e) Withdrawal from Plan .............................................65
13.4 Merger, Consolidation and Transfer of Assets or Liabilities ......66
ARTICLE XIV TOP-HEAVY PROVISIONS ...........................................67
14.1 Top-Heavy Plan Years .............................................67
14.2 Determination of Top-Heavy Status ................................67
(a) Application ......................................................67
(b) Special Definitions ..............................................67
(1) Determination Date ...........................................67
(2) Key Employee .................................................68
(3) Non-Key Employee .............................................68
(4) Permissive Aggregation Group .................................68
(5) Required Aggregation Group ...................................69
(6) Top-Heavy Group ..............................................69
(c) Special Rules ....................................................69
14.3 Top-Heavy Minimum Contribution ...................................70
(a) Multiple Defined Contribution Plans ..............................70
(b) Defined Contribution and Benefit Plans ...........................70
(c) Defined Contribution Minimum .....................................71
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(d) Defined Benefit Minimum ..........................................71
14.4 Top-Heavy Minimum Vesting ........................................72
14.5 Collectively Bargained Employees .................................72
14.6 Construction of Limitations and Requirements .....................72
ARTICLE XV MISCELLANEOUS ...................................................73
15.1 Nonalienation of Benefits and Spendthrift Clause .................73
(a) General Nonalienation Requirements ...............................73
(b) Exception for Qualified Domestic Relations Orders ................73
(c) Exception for Loans from the Plan ................................73
(d) Exception for Crimes against the Plan ............................73
15.2 Headings .........................................................74
15.3 Construction, Controlling Law ....................................74
15.4 No Contract of Employment ........................................74
15.5 Legally Incompetent ..............................................74
15.6 Heirs, Assigns and Personal Representatives ......................75
15.7 Title to Assets, Benefits Supported Only By Trust Fund ...........75
15.8 Legal Action .....................................................75
15.9 No Discrimination ................................................75
15.10 Severability .....................................................76
15.11 Exclusive Benefit; Refund of Contributions .......................76
(a) Permitted Refunds ................................................76
(b) Payment of Refund ................................................76
(c) Limitation on Refund .............................................76
15.12 Predecessor Service ..............................................76
15.13 Recordkeeper Transition Rule .....................................76
15.14 Plan Expenses ....................................................77
SCHEDULE A CINGULAR WIRELESS 401(K) SAVINGS PLAN PARTICIPATING
COMPANIES AND EFFECTIVE DATES .......................................A-1
SCHEDULE B CINGULAR WIRELESS 401(K) SAVINGS PLAN SERVICE WITH
PREDECESSOR EMPLOYERS ...............................................B-1
SCHEDULE C CINGULAR WIRELESS 401(K) SAVINGS PLAN SPECIAL
EFFECTIVE DATES FOR MERGED PLANS ....................................C-1
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ARTICLE I
DEFINITIONS
For purposes of the Plan, the following terms, when used with an initial
capital letter, shall have the meanings set forth below unless a different
meaning plainly is required by the context.
1.1 Account shall mean, with respect to a Participant or Beneficiary, the
amount of money or other property in the Trust Fund, as is evidenced by the last
balance posted in accordance with the terms of the Plan to the account record
established for such Participant or Beneficiary. The Administrative Committee,
as required by the terms of the Plan and otherwise as it deems necessary or
desirable in its sole discretion, may establish and maintain separate
subaccounts for each Participant and Beneficiary. "Account" shall refer to the
aggregate of all separate subaccounts or to individual, separate subaccounts, as
may be appropriate in context.
1.2 ACP or Actual Contribution Percentage shall mean, with respect to a
specified group of Participants for a Plan Year, the average of the ratios
(calculated separately for each Participant in such group and rounded to the
nearest 1/100th of a percent) of (i) the total of the amount of After-Tax
Contributions, Matching Contributions and, to the extent designated by the
Administrative Committee, the Before-Tax and/or Qualified Nonelective
Contributions, as well as other before-tax and/or qualified nonelective
contributions (excluding Before-Tax Contributions and Qualified Nonelective
Contributions counted for purposes of Section 6.3 and any Contributions returned
to a Participant or otherwise removed from his Account to correct excess Annual
Additions) actually paid to the Trustee on behalf of each such Participant for a
specified Plan Year, to (ii) such Participant's Compensation for such specified
Plan Year. If a Highly Compensated Employee participates in the Plan and one or
more other plans of any Affiliates to which matching or after-tax contributions
are made (other than a plan for which aggregation with the Plan is not
permitted), the matching and after-tax contributions made with respect to such
Highly Compensated Employee shall be aggregated for purposes of determining his
ACP. The ACP shall be rounded to the nearest 1/100th of a percent and shall be
calculated in a manner consistent with the terms of Code Section 401(m) and the
regulations promulgated thereunder. If a Participant is eligible to participate
in the Plan for all or a portion of a Plan Year by reason of satisfying the
eligibility requirements of Article II but makes no Before-Tax Contributions
which are taken into account (as described above) for purposes of calculating
his ACP, makes no After-Tax Contributions, and if he receives no allocations of
Matching Contributions or Qualified Nonelective Contributions which are taken
into account (as described above) for purposes of calculating his ACP, such
Participant's ACP for such Plan Year shall be zero.
1.3 ACP Test shall mean the nondiscrimination test described in Section
6.4.
1.4 Active Participant shall mean, for any Plan Year (or any portion
thereof), any Covered Employee who, pursuant to the terms of Article II, has
been admitted to, and not removed from, active participation in the Plan since
the last date his employment commenced or recommenced.
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1.5 Administrative Committee shall mean the committee or its delegate
which shall act on behalf of the Controlling Company to administer the Plan as
provided in Article XI. The Administrative Committee shall be the plan
administrator, as that term is defined in Code Section 414(g). The Controlling
Company may act in lieu of the Administrative Committee, as it deems appropriate
or desirable.
1.6 ADP or Actual Deferral Percentage shall mean, with respect to a
specified group of Participants for a Plan Year, the average of the ratios
(calculated separately for each Participant in such group and rounded to the
nearest 1/100th of a percent) of (i) the total of the amount of Before-Tax
Contributions (excluding Before-Tax Contributions, if any, designated by the
Administrative Committee to be taken into account under Section 6.4 to help
satisfy the ACP Tests, or removed from a Participant's Account to correct excess
Annual Additions) and, to the extent designated under Section 6.3(c) by the
Administrative Committee, the Qualified Nonelective Contributions [excluding
Qualified Nonelective Contributions counted for purposes of Section 6.4(c)] as
well as other before-tax and/or qualified nonelective contributions actually
paid to the Trustee on behalf of each such Participant for a specified Plan
Year, to (ii) such Participant's Compensation for such specified Plan Year. If a
Highly Compensated Employee participates in the Plan and one or more other plans
of any Affiliates to which before-tax contributions are made (other than a plan
for which aggregation with the Plan is not permitted), the before-tax
contributions made with respect to such Highly Compensated Employee shall be
aggregated for purposes of determining his ADP. The ADP shall be rounded to the
nearest 1/100th of a percent and shall be calculated in a manner consistent with
the terms of Code Section 401(k) and the regulations promulgated thereunder. If
a Participant is eligible to participate in the Plan for all or a portion of a
Plan Year by reason of satisfying the eligibility requirements of Article II but
makes no Before-Tax Contributions and receives no allocation of Qualified
Nonelective Contributions that are taken into account for purposes of the ADP
Tests, such Participant's ADP for such Plan Year shall be zero.
1.7 ADP Test shall mean the nondiscrimination test described in Section
6.3.
1.8 Affiliate shall mean, as of any date and determined separately with
respect to the Controlling Company and each Related Company, (i) a Participating
Company, and (ii) any company, person or organization which, on such date, (A)
is a member of the same controlled group of corporations [within the meaning of
Code Section 414(b)] as is a Participating Company; (B) is a trade or business
(whether or not incorporated) which controls, is controlled by or is under
common control [within the meaning of Code Section 414(c)] with a Participating
Company; (C) is a member of an affiliated service group [as defined in Code
Section 414(m)] which includes a Participating Company; or (D) is required to be
aggregated with a Participating Company pursuant to regulations promulgated
under Code Section 414(o). Solely for purposes of Sections 6.7 and 1.28(d), the
term "Affiliate" as defined in this Section shall be deemed to include any
entity that would be an Affiliate if the phrase "more than 50 percent" were
substituted for the phrase "at least 80 percent" in each place the latter phrase
appears in Code Section 1563(a)(1).
1.9 After-Tax Account shall mean the separate subaccount established and
maintained on behalf of a Participant or Beneficiary to reflect his interest in
the Trust Fund attributable to After-Tax Contributions.
271328
|
Cingular
As referenced in this 401(k) Savings Plan [2001]:
Cingular Wireless Corp – benefits that may be payable under the Plan
upon the death of a Participant.
1.24 Board shall mean board of directors of Cingular Wireless Corp oration
or any committee(s) or individual(s) authorized to act on behalf of such board
of directors.
1.25 Break in Service
_____________
dt 180314
;
Cingular
As referenced in this 401(k) Savings Plan [2001]:
Cingular Wireless LLC – WIRELESS
401(k) SAVINGS PLAN
EFFECTIVE NOVEMBER 1, 2001
{PAGE}
CINGULAR WIRELESS
401(k) SAVINGS PLAN
On this first day of November, 2001, Cingular Wireless LLC (the
"Controlling Company") hereby adopts the Cingular Wireless 401(k) Savings Plan
(the "Plan").
STATEMENT OF PURPOSE
A. The primary purpose of
_____________
Cingular Wireless LLC – collectively, the
Before-Tax, After-Tax, Matching, Qualified Nonelective, Rollover and Transfer
Contributions permitted under the Plan.
1.30 Controlling Company shall mean Cingular Wireless LLC and its
successors which adopt the Plan.
1.31 Covered Employee shall mean an Employee of a Participating Company
other than:
(a) An
_____________
CINGULAR WIRELESS LLC
– WITNESS WHEREOF, the Controlling Company has caused the Plan to be
executed by a duly authorized officer on the date first above written.
CINGULAR WIRELESS LLC
By:
---------------------------------
Title:
------------------------------
78
{PAGE}
SCHEDULE A
CINGULAR WIRELESS 401(k) SAVINGS PLAN
PARTICIPATING COMPANIES AND EFFECTIVE DATES
[see Plan Sections 1.39,
_____________
Cingular Wireless LLC – PLAN
PARTICIPATING COMPANIES AND EFFECTIVE DATES
[see Plan Sections 1.39, 1.66 and 13.3]
{Table}
{Caption}
Name Effective Date
---- --------------
{S} {C}
Cingular Wireless LLC November 1, 2001
Cingular Wireless Employee Services LLC November 1, 2001
{/Table}
A-1
{PAGE}
SCHEDULE B
CINGULAR WIRELESS 401(K) SAVINGS
_____________
dt 180268
;
|
SBC
As referenced in this 401(k) Savings Plan [2001]:
SBC Communications, Inc – with an opportunity
to accumulate savings for their future security.
B. In connection with the formation of the Controlling Company, certain
employees of SBC Communications, Inc . and its affiliates (the "SBC Transferred
Employees") shall become employees of the Controlling Company and its
affiliates. In connection with such transfer
_____________
SBC Communications Inc – that its acceptance by
the Trustee is permitted under the Code (including the regulations and rulings
promulgated thereunder).
1.80 SBC shall mean SBC Communications Inc . or any of its affiliates.
1.81 SBC Plans shall mean the SBC Savings Plan and the SBC Savings and
Security Plan.
_____________
SBC Communications
Inc – Stock
that were previously allocated under the SBC Plans.
12
{PAGE}
1.83 SBC Stock shall mean the shares of common stock of SBC Communications
Inc .
1.84 Savings and Security Plan shall mean the Cingular Wireless 401(k)
Savings and Security Plan.
1.85 Senior Officers shall
_____________
dt 178264
;
USVI Cellular Telephone Corporation
|
Preview
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| 2002 |
Agreement
Agreement (94K)
Doc #271353: Click preview link for longer preview.
AGREEMENT
THIS AGREEMENT is made and entered into as of the 4th day of June,
2001, by and between BellSouth Corporation, a Georgia corporation ("Company"),
and Mark L. Feidler ("Executive"):
REASONS FOR THIS AGREEMENT. Executive previously served as Company's
President-Wireless Services having overall responsibility for Company's domestic
mobile wireless voice and data businesses. Effective as of October 2, 2000, SBC
Communications Inc. ("SBC") and Company combined their respective domestic
mobile wireless voice and data services businesses into the newly formed
entities Cingular Wireless LLC and Cingular Wireless Management Corp.
(collectively referred to herein as "Cingular"). Executive is now serving as
Chief Operating Officer of Cingular.
As of June 9, 2000, Company and Executive entered into an agreement
(the "Prior Agreement") designed to provide to Executive certain retention
incentive payments and severance protection in the event his employment should
be terminated under certain circumstances during certain periods of time.
Company and Executive now desire to replace the Prior Agreement with this
Agreement.
In return for this Agreement, Executive agrees to refrain from
competing with Company, Cingular and their Affiliates, to refrain from hiring or
soliciting employees of Company, Cingular and their Affiliates following
termination of employment, and to maintain confidentiality of Confidential
Information, in each case on the terms and conditions specified in this
Agreement. Executive acknowledges that Company, Cingular and their Affiliates
have disclosed or made available Confidential Information to Executive which
could be used to Company's, Cingular's or such Affiliates' detriment. In
addition, in connection with his employment, Executive has developed
relationships and contacts with employees valuable to Company, Cingular and
their Affiliates. Executive further acknowledges that the covenant not to
compete and other restrictive covenants in this Agreement are fair and
reasonable, that enforcement of the provisions of this Agreement will not cause
him undue hardship, and that the provisions are reasonably necessary and
commensurate with the need to protect Company, Cingular and their Affiliates and
their business interests and property from irreparable harm.
AGREEMENT. In consideration of the covenants and agreements contained
in this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Executive and Company agree as
follows:
1. DEFINITIONS. For purposes of this Agreement, the following
terms shall have the meaning specified below:
(A) "AFFILIATE" - Company, Cingular and any other entity in
respect of which Company or Cingular, as the case may be, owns directly or
indirectly (x) with respect to a corporation, stock that represents at least ten
percent (10%) of the total combined voting power of all classes of stock in the
corporation in connection with the election of directors of such corporation, or
(y)
{PAGE}
in the case of a joint venture, partnership, limited liability company or
similar entity, an interest of at least ten percent (10%) in the capital or
profits of such entity.
(B) "BASE SALARY" - the gross annual base salary payable to
Executive including the amount of any before-tax contributions made by Executive
from such salary to the BellSouth Retirement Savings Plan, any other qualified
cash or deferred arrangement sponsored by Company, Cingular or any Affiliate, or
a successor to any such plan, as the case may be, and the amount of any other
deferrals of such salary under any nonqualified deferred compensation plans
maintained by Company, Cingular or any Affiliate.
(C) "CAUSE" - (i) Executive willfully engaging in conduct that is
demonstrably and materially injurious to Cingular, Company, their Affiliates or
their businesses; or (ii) Executive's conviction of a crime classified as a
felony.
(D) "CHANGE IN CONTROL" - either (i) the occurrence of a "Change
in Control" of Company as such term is used in the CIC Agreement, (ii) Company
no longer having representation on Cingular's Strategic Review Committee or
Board of Directors at least equal to SBC's representation thereon, or (iii)
Company no longer having any representation on Cingular's Strategic Review
Committee or Board of Directors.
(E) "CIC AGREEMENT" - the Executive Severance Agreement entered
into by and between Executive and Company on May 19, 1999, providing certain
benefits in the event of a change in corporate control of Company, as amended
from time to time.
(F) "CONFIDENTIAL INFORMATION" - information, whether generated
internally or externally, relating to Company's or Cingular's business or to
their Affiliates' businesses which derives economic value, actual or potential,
from not being generally known to other Persons and is the subject of efforts
that are reasonable under the circumstances to maintain its secrecy or
confidentiality, including, but not limited to, economic studies and analyses,
technical or nontechnical data, programs, patterns, compilations, devices,
methods, models (including cost and/or pricing models and operating models),
techniques, drawings, processes, employee compensation data, financial data
(including marketing information and strategies and personnel data), lists of
actual or potential customers or suppliers, and information relating to
regulatory and business policies, plans, and strategies. For purposes of this
Agreement, Confidential Information does not include information which is not a
trade secret three (3) years after termination of Executive's employment.
(G) "ELIGIBLE OPTION" - a Company stock option that (A) has been
granted to Executive prior to the date of the Prior Agreement and (B) is
exercised by Executive during the Termination Exercise Period; or, in the event
of a Change in Control, that is exercised by Executive within ninety (90) days
after the date of the occurrence of the Change in Control; or, in the event of
death or disability as described in Section 6 of this Agreement, that is
exercised by Executive or an authorized representative of Executive or his
estate, within ninety (90) days after the date Executive's employment terminates
by reason of such death or disability.
271353
|
BellSouth
As referenced in this Agreement:
BELLSOUTH CORP – {DOCUMENT}
{TYPE}EX-10.19
{SEQUENCE}25
{FILENAME}g73685ex10-19.txt
{DESCRIPTION}AGREEMENT BETWEEN MARK FEIDLER AND BELLSOUTH CORP
{TEXT}
{PAGE}
EXHIBIT 10.19
AGREEMENT
THIS AGREEMENT is made and entered into as of the 4th day of June,
2001, by
_____________
BellSouth Corp – PAGE}
EXHIBIT 10.19
AGREEMENT
THIS AGREEMENT is made and entered into as of the 4th day of June,
2001, by and between BellSouth Corp oration, a Georgia corporation ("Company"),
and Mark L. Feidler ("Executive"):
REASONS FOR THIS AGREEMENT. Executive previously served as Company's
President-Wireless Services
_____________
BellSouth Corp – the event Executive's employment is terminated under circumstances described in
Section 4(a) or 4(b), all benefits of Executive under the BellSouth Corp oration
Nonqualified Deferred Compensation Plan, the BellSouth Nonqualified Deferred
Income Plan, the BellSouth Corporation Supplemental Executive Retirement Plan,
the BellSouth Split-Dollar Life
_____________
BellSouth Corp – a) or 4(b), all benefits of Executive under the BellSouth Corporation
Nonqualified Deferred Compensation Plan, the BellSouth Nonqualified Deferred
Income Plan, the BellSouth Corp oration Supplemental Executive Retirement Plan,
the BellSouth Split-Dollar Life Insurance Plan, and the BellSouth Supplemental
Life Insurance Plan shall be determined as
_____________
BellSouth Corp – Agreement, the terms "disability" and "disabled"
shall refer to a condition or circumstances under which Executive is eligible
for disability benefits under the BellSouth Corp oration Long Term Disability
Plan or disability benefits under an alternative plan maintained by Executive's
employer which BellSouth determines to be comparable
_____________
dt 177720
;
Cingular
As referenced in this Agreement:
Cingular Wireless LLC – 2000, SBC
Communications Inc. ("SBC") and Company combined their respective domestic
mobile wireless voice and data services businesses into the newly formed
entities Cingular Wireless LLC and Cingular Wireless Management Corp.
(collectively referred to herein as "Cingular"). Executive is now serving as
Chief Operating Officer of Cingular.
As of
_____________
dt 180280
;
SBC
As referenced in this Agreement:
SBC
Communications Inc – s
President-Wireless Services having overall responsibility for Company's domestic
mobile wireless voice and data businesses. Effective as of October 2, 2000, SBC
Communications Inc . ("SBC") and Company combined their respective domestic
mobile wireless voice and data services businesses into the newly formed
entities Cingular Wireless LLC
_____________
dt 178279
;
| Mark L. Feidler;
Cingular Wireless Management Corp.
|
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Agreement
Agreement (45K)
Doc #317778: Click preview link for longer preview.
AGREEMENT
THIS AGREEMENT is made and entered into this 24th day of February,
2004, by and between BellSouth Corporation, a Georgia corporation ("Company"),
and Mark L. Feidler ("Executive") (each, a "Party" and, collectively, the
"Parties"):
REASONS FOR THIS AGREEMENT. Executive previously served as Company's President -
Wireless Services, having overall responsibility for Company's domestic mobile
wireless voice and data businesses. Company and SBC Communications Inc. ("SBC")
combined . . .
317778
|
Cingular
As referenced in this Agreement:
Cingular Wireless LLC – and SBC Communications Inc. ("SBC")
combined their respective domestic mobile wireless voice and data services
businesses in 2000 into the newly-formed entities Cingular Wireless LLC and
Cingular Wireless Management Corp. (collectively "Cingular"). In connection with
the formation of Cingular, Executive left Company's employ and joined Cingular
as
_____________
dt 685563
;
|
SBC
As referenced in this Agreement:
SBC Communications Inc – previously served as Company's President -
Wireless Services, having overall responsibility for Company's domestic mobile
wireless voice and data businesses. Company and SBC Communications Inc . ("SBC")
combined their respective domestic mobile wireless voice and data services
businesses in 2000 into the newly-formed entities Cingular Wireless LLC
_____________
dt 546396
|
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Agreement
Agreement (43K)
Doc #317790: Click preview link for longer preview.
AGREEMENT
THIS AGREEMENT is made and entered into this 19th day of May, 2003, by
and between BellSouth Corporation, a Georgia corporation ("Company"), and Ronald
M. Dykes ("Executive") (each, a "Party" and, collectively, the "Parties"):
Reasons for this Agreement. Company has identified Executive as an
individual with significant skills and experience critical to the business of
Company. In view of the significant demand for executive talent, the potential
impact on Company's executives of . . .
317790
| |
Cingular
As referenced in this Agreement:
Cingular Wireless LLC
– as shall be provided by
Executive to Company
from time to time)
C-1
{PAGE}
EXHIBIT "D"
BellSouth Telecommunications, Inc.
BellSouth Enterprises, Inc.
Cingular Wireless LLC
BellSouth Long Distance, Inc.
BellSouth Advertising & Publishing Corporation
L. M. Berry and Company (d/b/a The Berry Company)
D-1
{/TEXT}
{/
_____________
dt 685565
|
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| 2002 |
Agreement
Agreement (85K)
Doc #317824: Click preview link for longer preview.
AGREEMENT
THIS AGREEMENT is made and entered into this 19th day of November,
2001, by and between BellSouth Corporation, a Georgia corporation ("Company"),
and Ronald M. Dykes ("Executive"):
REASONS FOR THIS AGREEMENT. Company has identified Executive as an
individual with significant skills and experience critical to the business of
Company. In view of the significant and growing demand for executive talent, the
potential impact on Company's executives of the transformational changes
occurring within our . . .
317824
| | |
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| 2001 |
Agreement
Agreement (31K)
Doc #317873: Click preview link for longer preview.
AGREEMENT
THIS AGREEMENT is made and entered into this 18th day of October, 2000, by and between BellSouth Corporation, a Georgia corporation ("Company"), and Francis A. Dramis ("Executive"):
Reasons for this Agreement. Company has identified Executive as an individual with significant skills and experience critical to the business of Company. In view of the significant and growing demand for executive talent, the potential impact on Company's executives of the transformational changes occurring within our industry and company, and . . .
317873
| | |
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| 2001 |
Agreement
Agreement (27K)
Doc #317876: Click preview link for longer preview.
AGREEMENT
THIS AGREEMENT is made and entered into this 26th day of October, 2000, by and between BellSouth Corporation, a Georgia corporation ("Company"), and Ronald M. Dykes ("Executive"):
Reasons for this Agreement. Company has identified Executive as an individual with significant skills and experience critical to the business of Company. In view of the significant and growing demand for executive talent, the potential impact on Company's executives of the transformational changes occurring within our industry and company, and the need to . . .
317876
| | |
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Agreement
Agreement (31K)
Doc #317879: Click preview link for longer preview.
AGREEMENT
THIS AGREEMENT is made and entered into this 18th day of October, 2000, by and between BellSouth Corporation, a Georgia corporation ("Company"), and Gary D. Forsee ("Executive"):
Reasons for this Agreement. Company has identified Executive as an individual with significant skills and experience critical to the business of Company. In view of the significant and growing demand for executive talent, the potential impact on Company's executives of the transformational changes occurring within our industry and company, and . . .
317879
| | |
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Agreement and Plan of Merger
Agreement and Plan of Merger (229K)
Doc #269654: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
By and Among
AT&T WIRELESS SERVICES, INC.,
CINGULAR WIRELESS CORPORATION,
CINGULAR WIRELESS LLC
and
LINKS I CORPORATION
and, solely with respect to Sections 5.3, 6.1(b), 6.5(b) and Article IX
of the Agreement and Plan of Merger,
SBC COMMUNICATIONS INC.
. . .
269654
|
AT&T
As referenced in this Agreement and Plan of Merger:
AT&T Corp – 2000 (the "DoCoMo Warrant Agreement"), by and among the Company,
NTT DoCoMo, Inc., a corporation organized under the laws of Japan ("DoCoMo") and
AT&T Corp ., a New York corporation ("Former Parent") shall only entitle the
holder thereof to receive upon exercise thereof and payment of the exercise
_____________
dt 177626
;
AT&T Wireless
As referenced in this Agreement and Plan of Merger:
AT&T WIRELESS SERVICES, – 1
{SEQUENCE}3
{FILENAME}v96620exv99w1.txt
{DESCRIPTION}EXHIBIT 99.1
{TEXT}
{PAGE}
Exhibit 99.1
AGREEMENT AND PLAN OF MERGER
By and Among
AT&T WIRELESS SERVICES, INC.,
CINGULAR WIRELESS CORPORATION,
CINGULAR WIRELESS LLC
and
LINKS I CORPORATION
and, solely with respect to Sections 5.3, 6.1(b),
_____________
AT&T Wireless Services, – AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (hereinafter called this "Agreement"),
dated as of February 17, 2004, by and among AT&T Wireless Services, Inc., a
Delaware corporation (the "Company"), Cingular Wireless Corporation, a Delaware
corporation ("Cingular"), Cingular Wireless LLC, a Delaware limited liability
company ("Cingular
_____________
AT&T Wireless Services, – Jacobson LLP
One New York Plaza, New York, NY 10004
Attention: Gail L. Weinstein, Esq.
Fax: (212) 859-4000
if to the Company
AT&T Wireless Services, Inc.
7277 164th Avenue NE
Building 1
Redmond, WA 98052
Attention: Gregory P. Landis, General Counsel
Fax: (425) 580-8505
with a
_____________
AT&T WIRELESS SERVICES, – Agreement has been duly executed and
delivered by the duly authorized officers of the parties hereto as of the date
first written above.
AT&T WIRELESS SERVICES, INC.
By: /s/ John Zeglis
--------------------------------------
Name: John Zeglis
Title: CEO
CINGULAR WIRELESS CORPORATION
By: /s/ Stan Sigman
--------------------------------------
Name: Stan Sigman
Title: CEO
_____________
dt 179725
;
|
Cingular
As referenced in this Agreement and Plan of Merger:
CINGULAR WIRELESS CORP – txt
{DESCRIPTION}EXHIBIT 99.1
{TEXT}
{PAGE}
Exhibit 99.1
AGREEMENT AND PLAN OF MERGER
By and Among
AT&T WIRELESS SERVICES, INC.,
CINGULAR WIRELESS CORP ORATION,
CINGULAR WIRELESS LLC
and
LINKS I CORPORATION
and, solely with respect to Sections 5.3, 6.1(b), 6.5(b) and
_____________
Cingular Wireless Corp – hereinafter called this "Agreement"),
dated as of February 17, 2004, by and among AT&T Wireless Services, Inc., a
Delaware corporation (the "Company"), Cingular Wireless Corp oration, a Delaware
corporation ("Cingular"), Cingular Wireless LLC, a Delaware limited liability
company ("Cingular Wireless"), and Links I Corporation, a Delaware corporation
and
_____________
Cingular Wireless Corp – personally or sent by registered or certified mail, postage prepaid, facsimile
or by overnight courier:
if to Cingular, Cingular Wireless or Merger Sub:
Cingular Wireless Corp oration
5565 Glenridge Connection
Suite 1100
Atlanta, Georgia 30342
Attention: Joaquin Carbonell, Esq.
Fax: (404) 249-4488
with copies to:
SBC Communications Inc.
_____________
CINGULAR WIRELESS CORP – parties hereto as of the date
first written above.
AT&T WIRELESS SERVICES, INC.
By: /s/ John Zeglis
--------------------------------------
Name: John Zeglis
Title: CEO
CINGULAR WIRELESS CORP ORATION
By: /s/ Stan Sigman
--------------------------------------
Name: Stan Sigman
Title: CEO
CINGULAR WIRELESS LLC
By: /s/ Stan Sigman
--------------------------------------
Name: Stan Sigman
Title: CEO
LINKS
_____________
dt 159940
;
Cingular
As referenced in this Agreement and Plan of Merger:
CINGULAR WIRELESS LLC
– 99.1
{TEXT}
{PAGE}
Exhibit 99.1
AGREEMENT AND PLAN OF MERGER
By and Among
AT&T WIRELESS SERVICES, INC.,
CINGULAR WIRELESS CORPORATION,
CINGULAR WIRELESS LLC
and
LINKS I CORPORATION
and, solely with respect to Sections 5.3, 6.1(b), 6.5(b) and Article IX
of
_____________
Cingular Wireless LLC, – February 17, 2004, by and among AT&T Wireless Services, Inc., a
Delaware corporation (the "Company"), Cingular Wireless Corporation, a Delaware
corporation ("Cingular"), Cingular Wireless LLC, a Delaware limited liability
company ("Cingular Wireless"), and Links I Corporation, a Delaware corporation
and a wholly-owned Subsidiary of Cingular ("Merger
_____________
CINGULAR WIRELESS LLC
– SERVICES, INC.
By: /s/ John Zeglis
--------------------------------------
Name: John Zeglis
Title: CEO
CINGULAR WIRELESS CORPORATION
By: /s/ Stan Sigman
--------------------------------------
Name: Stan Sigman
Title: CEO
CINGULAR WIRELESS LLC
By: /s/ Stan Sigman
--------------------------------------
Name: Stan Sigman
Title: CEO
LINKS I CORPORATION
By: /s/ Rick Moore
--------------------------------------
Name: Rick Moore
Title: Authorized Officer
-
_____________
dt 159935
;
More... |
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Agreement and Plan of Merger
Agreement and Plan of Merger (236K)
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AGREEMENT AND PLAN OF MERGER
By and Among
AT&T WIRELESS SERVICES, INC.,
CINGULAR WIRELESS CORPORATION,
CINGULAR WIRELESS LLC
and
LINKS I CORPORATION
and, solely with respect to Sections 5.3, 6.1(b), 6.5(b) and Article IX
of the Agreement and Plan of Merger,
SBC COMMUNICATIONS INC.
and
BELLSOUTH CORPORATION
Dated as of February 17, 2004
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
{S} {C}
ARTICLE I The Merger; Closing; Effective Time...........................................................1
1.1. The Merger......................................................................................1
1.2. Closing.........................................................................................2
1.3. Effective Time..................................................................................2
ARTICLE II Certificate of Incorporation and By-Laws of the Surviving Corporation........................2
2.1. The Certificate of Incorporation................................................................2
2.2. The By-Laws.....................................................................................2
ARTICLE III Officers and Directors of the Surviving Corporation.........................................2
3.1. Directors.......................................................................................2
3.2. Officers........................................................................................3
ARTICLE IV Effect of the Merger on Capital Stock; Exchange of Certificates..............................3
4.1. Effect on Capital Stock.........................................................................3
4.2. Exchange of Certificates for Shares.............................................................4
4.3. Dissenters' Rights..............................................................................6
4.4. Adjustments to Prevent Dilution.................................................................6
4.5. Treatment of Company Options/Other Equity Awards................................................6
4.6. Treatment of DoCoMo Warrant.....................................................................7
ARTICLE V Representations and Warranties................................................................8
5.1. Representations and Warranties of the Company...................................................8
5.2. Representations and Warranties of Cingular and Merger Sub......................................28
5.3. Representations and Warranties of SBC and BellSouth............................................31
ARTICLE VI Covenants...................................................................................33
6.1. Interim Operations.............................................................................33
6.2. Acquisition Proposals..........................................................................38
6.3. Information Supplied...........................................................................39
6.4. Stockholders Meeting...........................................................................40
6.5. Filings; Other Actions; Notification...........................................................40
6.6. Access.........................................................................................42
6.7. Consent/Tender Offers..........................................................................43
6.8. Employee Benefits..............................................................................44
6.9. Indemnification; Directors' and Officers' Insurance............................................46
6.10. Other Actions by the Company...................................................................48
{/TABLE}
-i-
{PAGE}
{TABLE}
{CAPTION}
PAGE
{S} {C}
ARTICLE VII Conditions.................................................................................50
7.1. Conditions to the Obligations of the Company, Cingular and Merger Sub to Effect the Merger.....50
7.2. Conditions to Obligations of Cingular and Merger Sub...........................................51
7.3. Conditions to Obligation of the Company........................................................53
ARTICLE VIII Termination...............................................................................53
8.1. Termination by Mutual Consent..................................................................53
8.2. Termination by Either Cingular or the Company..................................................53
8.3. Termination by the Company.....................................................................54
8.4. Termination by Cingular........................................................................54
8.5. Effect of Termination and Abandonment..........................................................55
ARTICLE IX Miscellaneous and General...................................................................56
9.1. Survival.......................................................................................56
9.2. Modification or Amendment......................................................................56
9.3. Waiver of Conditions...........................................................................56
9.4. Counterparts...................................................................................56
9.5. GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL..................................................56
9.6. Notices........................................................................................57
9.7. Entire Agreement; NO OTHER REPRESENTATIONS.....................................................59
9.8. No Third Party Beneficiaries...................................................................59
9.9. Obligations of Cingular and of the Company.....................................................60
9.10. Definitions....................................................................................60
9.11. Severability...................................................................................60
9.12. Interpretation; Construction...................................................................60
9.13. Guarantee; Breach..............................................................................61
9.14. Publicity......................................................................................61
9.15. Expenses.......................................................................................61
9.16. Assignment.....................................................................................61
{/TABLE}
-ii-
{PAGE}
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (hereinafter called this
"Agreement"), dated as of February 17, 2004, by and among AT&T Wireless
Services, Inc., a Delaware corporation (the "Company"), Cingular Wireless
Corporation, a Delaware corporation ("Cingular"), Cingular Wireless LLC, a
Delaware limited liability company ("Cingular Wireless"), and Links I
Corporation, a Delaware corporation and a wholly-owned Subsidiary of Cingular
("Merger Sub", the Company and Merger Sub sometimes being hereinafter
collectively referred to as the "Constituent Corporations") and, solely with
respect to Sections 5.3, 6.1(b), 6.5(b) and Article IX of this Agreement, SBC
Communications Inc., a Delaware corporation ("SBC") and BellSouth Corporation, a
Georgia corporation ("BellSouth").
RECITALS
WHEREAS, the board of directors ("Board of Directors") of each
of Cingular, Merger Sub and the Company has determined that the merger of Merger
Sub with and into the Company (the "Merger") upon the terms and subject to the
conditions set forth in this Agreement is advisable and by resolutions duly
adopted, has approved and adopted this Agreement; and
WHEREAS, the Company, Cingular Wireless, Cingular, Merger Sub,
SBC and BellSouth desire to make those representations, warranties, covenants
and agreements specified herein in connection with this Agreement.
NOW, THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements contained herein,
Cingular, Cingular Wireless, Merger Sub, the Company and, solely with respect to
Sections 5.3, 6.1(b), 6.5(b) and Article IX of this Agreement, SBC and BellSouth
agree as follows:
ARTICLE I
The Merger; Closing; Effective Time
1.1. The Merger. Upon the terms and subject to the
conditions set forth in this Agreement, at the Effective Time, Merger Sub shall
be merged with and into the Company and the separate corporate existence of
Merger Sub shall thereupon cease. The Company shall be the surviving corporation
in the Merger (sometimes hereinafter referred to as the "Surviving
Corporation"), and the separate corporate existence of the Company with all its
rights, privileges, immunities, powers and franchises shall continue unaffected
by the Merger, except as set forth in Article II of this Agreement. The Merger
{PAGE}
shall have the effects specified in the Delaware General Corporation Law, as
amended (the "DGCL").
1.2. Closing. Unless otherwise mutually agreed in writing
between the Company and Cingular, the closing for the Merger (the "Closing")
shall take place (i) at the offices of Fried, Frank, Harris, Shriver & Jacobson
LLP, One New York Plaza, New York, New York 10004, at 9:00 A.M. local time on
the fifth business day (the "Closing Date") following the day on which the last
to be satisfied or waived of the conditions set forth in Article VII (other than
those conditions that by their nature are to be satisfied at the Closing, but
subject to the satisfaction or waiver of those conditions) shall be satisfied or
waived in accordance with this Agreement.
1.3. Effective Time. As soon as practicable following the
Closing, the Company and Cingular will cause a Certificate of Merger (the
"Delaware Certificate of Merger") to be executed, acknowledged and filed with
the Secretary of State of the State of Delaware as provided in Section 251 of
the DGCL. The Merger shall become effective at the time when the Delaware
Certificate of Merger has been duly filed with the Secretary of State of the
State of Delaware or at such later time as may be agreed by the parties in
writing and specified in the Delaware Certificate of Merger (the "Effective
Time").
ARTICLE II
Certificate of Incorporation and By-Laws
of the Surviving Corporation
2.1. The Certificate of Incorporation. At the Effective
Time, the certificate of incorporation of the Surviving Corporation (the
"Charter") shall be amended in its entirety to read as set forth in Exhibit A
hereto, until thereafter amended as provided therein or by applicable Law.
2.2. The By-Laws. The by-laws of Merger Sub in effect at
the Effective Time shall be the by-laws of the Surviving Corporation (the
"By-Laws"), until thereafter amended as provided therein or by applicable Law.
ARTICLE III
Officers and Directors
of the Surviving Corporation
3.1. Directors. The directors of Merger Sub at the
Effective Time shall, from and after the Effective Time, be the directors of the
Surviving Corporation until their successors have been duly elected or appointed
and qualified or until their earlier death, resignation or removal in accordance
with the Charter and the By-Laws.
271283
|
AT&T
As referenced in this Agreement and Plan of Merger:
AT&T Corp – 2000 (the "DoCoMo Warrant Agreement"), by and among the
Company, NTT DoCoMo, Inc., a corporation organized under the laws of Japan
("DoCoMo") and AT&T Corp ., a New York corporation ("Former Parent") shall only
entitle the holder thereof to receive upon exercise thereof and payment of the
exercise
_____________
dt 177684
;
AT&T Wireless
As referenced in this Agreement and Plan of Merger:
AT&T WIRELESS SERVICES, – and, solely for the
purposes of certain sections of the Merger Agreement, SBC and
BellSouth.
AGREEMENT AND PLAN OF MERGER
By and Among
AT&T WIRELESS SERVICES, INC.,
CINGULAR WIRELESS CORPORATION,
CINGULAR WIRELESS LLC
and
LINKS I CORPORATION
and, solely with respect to Sections 5.3, 6.1(b),
_____________
AT&T Wireless
Services, – AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (hereinafter called this
"Agreement"), dated as of February 17, 2004, by and among AT&T Wireless
Services, Inc., a Delaware corporation (the "Company"), Cingular Wireless
Corporation, a Delaware corporation ("Cingular"), Cingular Wireless LLC, a
Delaware limited liability company ("Cingular
_____________
AT&T Wireless Services, – Jacobson LLP
One New York Plaza, New York, NY 10004
Attention: Gail L. Weinstein, Esq.
Fax: (212) 859-4000
if to the Company
AT&T Wireless Services, Inc.
7277 164th Avenue NE
Building 1
Redmond, WA 98052
Attention: Gregory P. Landis, General Counsel
Fax: (425) 580-8505
with a
_____________
AT&T WIRELESS SERVICES, – Agreement has been duly executed and
delivered by the duly authorized officers of the parties hereto as of the date
first written above.
AT&T WIRELESS SERVICES, INC.
By: /s/ John Zeglis
-------------------------------------------
Name: John Zeglis
Title:CEO
CINGULAR WIRELESS CORPORATION
By: /s/ Stan Sigman
-------------------------------------------
Name: Stan Sigman
Title: CEO
_____________
dt 179908
;
|
Cingular
As referenced in this Agreement and Plan of Merger:
Cingular Wireless Corp – 99.1
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Agreement and Plan of Merger, dated as of February 17, 2004,
by and among AT&T Wireless, Cingular Wireless Corp oration,
Links I Corporation, Cingular Wireless LLC and, solely for the
purposes of certain sections of the Merger Agreement, SBC and
BellSouth.
AGREEMENT
_____________
CINGULAR WIRELESS CORP – of certain sections of the Merger Agreement, SBC and
BellSouth.
AGREEMENT AND PLAN OF MERGER
By and Among
AT&T WIRELESS SERVICES, INC.,
CINGULAR WIRELESS CORP ORATION,
CINGULAR WIRELESS LLC
and
LINKS I CORPORATION
and, solely with respect to Sections 5.3, 6.1(b), 6.5(b) and
_____________
Cingular Wireless
Corp – hereinafter called this
"Agreement"), dated as of February 17, 2004, by and among AT&T Wireless
Services, Inc., a Delaware corporation (the "Company"), Cingular Wireless
Corp oration, a Delaware corporation ("Cingular"), Cingular Wireless LLC, a
Delaware limited liability company ("Cingular Wireless"), and Links I
Corporation, a Delaware corporation and
_____________
Cingular Wireless Corp – personally or sent by registered or certified mail, postage
prepaid, facsimile or by overnight courier:
if to Cingular, Cingular Wireless or Merger Sub:
Cingular Wireless Corp oration
5565 Glenridge Connection
Suite 1100
Atlanta, Georgia 30342
Attention: Joaquin Carbonell, Esq.
Fax: (404) 249-4488
with copies to:
SBC Communications Inc.
_____________
CINGULAR WIRELESS CORP – parties hereto as of the date
first written above.
AT&T WIRELESS SERVICES, INC.
By: /s/ John Zeglis
-------------------------------------------
Name: John Zeglis
Title:CEO
CINGULAR WIRELESS CORP ORATION
By: /s/ Stan Sigman
-------------------------------------------
Name: Stan Sigman
Title: CEO
CINGULAR WIRELESS LLC
By: /s/ Stan Sigman
-------------------------------------------
Name: Stan Sigman
Title: CEO
LINKS
_____________
dt 180292
;
Cingular
As referenced in this Agreement and Plan of Merger:
CINGULAR WIRELESS LLC
– EX-99.1
{SEQUENCE}3
{FILENAME}g87319exv99w1.txt
{DESCRIPTION}AGREEMENT AND PLAN OF MERGER DATED 02/17/2004
{TEXT}
{PAGE}
EXHIBIT 99.1
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Agreement and Plan of Merger, dated as of February 17, 2004,
by and among AT&T Wireless, Cingular Wireless Corporation,
Links
_____________
Cingular Wireless LLC – Agreement and Plan of Merger, dated as of February 17, 2004,
by and among AT&T Wireless, Cingular Wireless Corporation,
Links I Corporation, Cingular Wireless LLC and, solely for the
purposes of certain sections of the Merger Agreement, SBC and
BellSouth.
AGREEMENT AND PLAN OF MERGER
By and Among
_____________
CINGULAR WIRELESS LLC
– of the Merger Agreement, SBC and
BellSouth.
AGREEMENT AND PLAN OF MERGER
By and Among
AT&T WIRELESS SERVICES, INC.,
CINGULAR WIRELESS CORPORATION,
CINGULAR WIRELESS LLC
and
LINKS I CORPORATION
and, solely with respect to Sections 5.3, 6.1(b), 6.5(b) and Article IX
of
_____________
Cingular Wireless LLC, – February 17, 2004, by and among AT&T Wireless
Services, Inc., a Delaware corporation (the "Company"), Cingular Wireless
Corporation, a Delaware corporation ("Cingular"), Cingular Wireless LLC, a
Delaware limited liability company ("Cingular Wireless"), and Links I
Corporation, a Delaware corporation and a wholly-owned Subsidiary of Cingular
("Merger
_____________
CINGULAR WIRELESS LLC
– SERVICES, INC.
By: /s/ John Zeglis
-------------------------------------------
Name: John Zeglis
Title:CEO
CINGULAR WIRELESS CORPORATION
By: /s/ Stan Sigman
-------------------------------------------
Name: Stan Sigman
Title: CEO
CINGULAR WIRELESS LLC
By: /s/ Stan Sigman
-------------------------------------------
Name: Stan Sigman
Title: CEO
LINKS I CORPORATION
By: /s/ Rick Moore
-------------------------------------------
Name: Rick Moore
Title: Authorized Officer
-
_____________
dt 180228
;
More... |
Preview
Full Doc
| 2004 |
Agreement and Plan of Merger
Agreement and Plan of Merger (236K)
Doc #271284: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
By and Among
AT&T WIRELESS SERVICES, INC.,
CINGULAR WIRELESS CORPORATION,
CINGULAR WIRELESS LLC
and
LINKS I CORPORATION
and, solely with respect to Sections 5.3, 6.1(b), 6.5(b) and Article IX
of the Agreement and Plan of Merger,
SBC COMMUNICATIONS INC.
and
BELLSOUTH CORPORATION
Dated as of February 17, 2004
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
{S} {C}
ARTICLE I The Merger; Closing; Effective Time...........................................................1
1.1. The Merger......................................................................................1
1.2. Closing.........................................................................................2
1.3. Effective Time..................................................................................2
ARTICLE II Certificate of Incorporation and By-Laws of the Surviving Corporation........................2
2.1. The Certificate of Incorporation................................................................2
2.2. The By-Laws.....................................................................................2
ARTICLE III Officers and Directors of the Surviving Corporation.........................................2
3.1. Directors.......................................................................................2
3.2. Officers........................................................................................3
ARTICLE IV Effect of the Merger on Capital Stock; Exchange of Certificates..............................3
4.1. Effect on Capital Stock.........................................................................3
4.2. Exchange of Certificates for Shares.............................................................4
4.3. Dissenters' Rights..............................................................................6
4.4. Adjustments to Prevent Dilution.................................................................6
4.5. Treatment of Company Options/Other Equity Awards................................................6
4.6. Treatment of DoCoMo Warrant.....................................................................7
ARTICLE V Representations and Warranties................................................................8
5.1. Representations and Warranties of the Company...................................................8
5.2. Representations and Warranties of Cingular and Merger Sub......................................28
5.3. Representations and Warranties of SBC and BellSouth............................................31
ARTICLE VI Covenants...................................................................................33
6.1. Interim Operations.............................................................................33
6.2. Acquisition Proposals..........................................................................38
6.3. Information Supplied...........................................................................39
6.4. Stockholders Meeting...........................................................................40
6.5. Filings; Other Actions; Notification...........................................................40
6.6. Access.........................................................................................42
6.7. Consent/Tender Offers..........................................................................43
6.8. Employee Benefits..............................................................................44
6.9. Indemnification; Directors' and Officers' Insurance............................................46
6.10. Other Actions by the Company...................................................................48
{/TABLE}
-i-
{PAGE}
{TABLE}
{CAPTION}
PAGE
{S} {C}
ARTICLE VII Conditions.................................................................................50
7.1. Conditions to the Obligations of the Company, Cingular and Merger Sub to Effect the Merger.....50
7.2. Conditions to Obligations of Cingular and Merger Sub...........................................51
7.3. Conditions to Obligation of the Company........................................................53
ARTICLE VIII Termination...............................................................................53
8.1. Termination by Mutual Consent..................................................................53
8.2. Termination by Either Cingular or the Company..................................................53
8.3. Termination by the Company.....................................................................54
8.4. Termination by Cingular........................................................................54
8.5. Effect of Termination and Abandonment..........................................................55
ARTICLE IX Miscellaneous and General...................................................................56
9.1. Survival.......................................................................................56
9.2. Modification or Amendment......................................................................56
9.3. Waiver of Conditions...........................................................................56
9.4. Counterparts...................................................................................56
9.5. GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL..................................................56
9.6. Notices........................................................................................57
9.7. Entire Agreement; NO OTHER REPRESENTATIONS.....................................................59
9.8. No Third Party Beneficiaries...................................................................59
9.9. Obligations of Cingular and of the Company.....................................................60
9.10. Definitions....................................................................................60
9.11. Severability...................................................................................60
9.12. Interpretation; Construction...................................................................60
9.13. Guarantee; Breach..............................................................................61
9.14. Publicity......................................................................................61
9.15. Expenses.......................................................................................61
9.16. Assignment.....................................................................................61
{/TABLE}
-ii-
{PAGE}
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (hereinafter called this
"Agreement"), dated as of February 17, 2004, by and among AT&T Wireless
Services, Inc., a Delaware corporation (the "Company"), Cingular Wireless
Corporation, a Delaware corporation ("Cingular"), Cingular Wireless LLC, a
Delaware limited liability company ("Cingular Wireless"), and Links I
Corporation, a Delaware corporation and a wholly-owned Subsidiary of Cingular
("Merger Sub", the Company and Merger Sub sometimes being hereinafter
collectively referred to as the "Constituent Corporations") and, solely with
respect to Sections 5.3, 6.1(b), 6.5(b) and Article IX of this Agreement, SBC
Communications Inc., a Delaware corporation ("SBC") and BellSouth Corporation, a
Georgia corporation ("BellSouth").
RECITALS
WHEREAS, the board of directors ("Board of Directors") of each
of Cingular, Merger Sub and the Company has determined that the merger of Merger
Sub with and into the Company (the "Merger") upon the terms and subject to the
conditions set forth in this Agreement is advisable and by resolutions duly
adopted, has approved and adopted this Agreement; and
WHEREAS, the Company, Cingular Wireless, Cingular, Merger Sub,
SBC and BellSouth desire to make those representations, warranties, covenants
and agreements specified herein in connection with this Agreement.
NOW, THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements contained herein,
Cingular, Cingular Wireless, Merger Sub, the Company and, solely with respect to
Sections 5.3, 6.1(b), 6.5(b) and Article IX of this Agreement, SBC and BellSouth
agree as follows:
ARTICLE I
The Merger; Closing; Effective Time
1.1. The Merger. Upon the terms and subject to the
conditions set forth in this Agreement, at the Effective Time, Merger Sub shall
be merged with and into the Company and the separate corporate existence of
Merger Sub shall thereupon cease. The Company shall be the surviving corporation
in the Merger (sometimes hereinafter referred to as the "Surviving
Corporation"), and the separate corporate existence of the Company with all its
rights, privileges, immunities, powers and franchises shall continue unaffected
by the Merger, except as set forth in Article II of this Agreement. The Merger
{PAGE}
shall have the effects specified in the Delaware General Corporation Law, as
amended (the "DGCL").
1.2. Closing. Unless otherwise mutually agreed in writing
between the Company and Cingular, the closing for the Merger (the "Closing")
shall take place (i) at the offices of Fried, Frank, Harris, Shriver & Jacobson
LLP, One New York Plaza, New York, New York 10004, at 9:00 A.M. local time on
the fifth business day (the "Closing Date") following the day on which the last
to be satisfied or waived of the conditions set forth in Article VII (other than
those conditions that by their nature are to be satisfied at the Closing, but
subject to the satisfaction or waiver of those conditions) shall be satisfied or
waived in accordance with this Agreement.
1.3. Effective Time. As soon as practicable following the
Closing, the Company and Cingular will cause a Certificate of Merger (the
"Delaware Certificate of Merger") to be executed, acknowledged and filed with
the Secretary of State of the State of Delaware as provided in Section 251 of
the DGCL. The Merger shall become effective at the time when the Delaware
Certificate of Merger has been duly filed with the Secretary of State of the
State of Delaware or at such later time as may be agreed by the parties in
writing and specified in the Delaware Certificate of Merger (the "Effective
Time").
ARTICLE II
Certificate of Incorporation and By-Laws
of the Surviving Corporation
2.1. The Certificate of Incorporation. At the Effective
Time, the certificate of incorporation of the Surviving Corporation (the
"Charter") shall be amended in its entirety to read as set forth in Exhibit A
hereto, until thereafter amended as provided therein or by applicable Law.
2.2. The By-Laws. The by-laws of Merger Sub in effect at
the Effective Time shall be the by-laws of the Surviving Corporation (the
"By-Laws"), until thereafter amended as provided therein or by applicable Law.
ARTICLE III
Officers and Directors
of the Surviving Corporation
3.1. Directors. The directors of Merger Sub at the
Effective Time shall, from and after the Effective Time, be the directors of the
Surviving Corporation until their successors have been duly elected or appointed
and qualified or until their earlier death, resignation or removal in accordance
with the Charter and the By-Laws.
271284
|
AT&T
As referenced in this Agreement and Plan of Merger:
AT&T Corp – 2000 (the "DoCoMo Warrant Agreement"), by and among the
Company, NTT DoCoMo, Inc., a corporation organized under the laws of Japan
("DoCoMo") and AT&T Corp ., a New York corporation ("Former Parent") shall only
entitle the holder thereof to receive upon exercise thereof and payment of the
exercise
_____________
dt 177685
;
AT&T Wireless
As referenced in this Agreement and Plan of Merger:
AT&T WIRELESS SERVICES, – and, solely for the
purposes of certain sections of the Merger Agreement, SBC and
BellSouth.
AGREEMENT AND PLAN OF MERGER
By and Among
AT&T WIRELESS SERVICES, INC.,
CINGULAR WIRELESS CORPORATION,
CINGULAR WIRELESS LLC
and
LINKS I CORPORATION
and, solely with respect to Sections 5.3, 6.1(b),
_____________
AT&T Wireless
Services, – AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (hereinafter called this
"Agreement"), dated as of February 17, 2004, by and among AT&T Wireless
Services, Inc., a Delaware corporation (the "Company"), Cingular Wireless
Corporation, a Delaware corporation ("Cingular"), Cingular Wireless LLC, a
Delaware limited liability company ("Cingular
_____________
AT&T Wireless Services, – Jacobson LLP
One New York Plaza, New York, NY 10004
Attention: Gail L. Weinstein, Esq.
Fax: (212) 859-4000
if to the Company
AT&T Wireless Services, Inc.
7277 164th Avenue NE
Building 1
Redmond, WA 98052
Attention: Gregory P. Landis, General Counsel
Fax: (425) 580-8505
with a
_____________
AT&T WIRELESS SERVICES, – Agreement has been duly executed and
delivered by the duly authorized officers of the parties hereto as of the date
first written above.
AT&T WIRELESS SERVICES, INC.
By: /s/ John Zeglis
-------------------------------------------
Name: John Zeglis
Title:CEO
CINGULAR WIRELESS CORPORATION
By: /s/ Stan Sigman
-------------------------------------------
Name: Stan Sigman
Title: CEO
_____________
dt 179909
;
|
Cingular
As referenced in this Agreement and Plan of Merger:
Cingular Wireless Corp – 99.1
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Agreement and Plan of Merger, dated as of February 17, 2004,
by and among AT&T Wireless, Cingular Wireless Corp oration,
Links I Corporation, Cingular Wireless LLC and, solely for the
purposes of certain sections of the Merger Agreement, SBC and
BellSouth.
AGREEMENT
_____________
CINGULAR WIRELESS CORP – of certain sections of the Merger Agreement, SBC and
BellSouth.
AGREEMENT AND PLAN OF MERGER
By and Among
AT&T WIRELESS SERVICES, INC.,
CINGULAR WIRELESS CORP ORATION,
CINGULAR WIRELESS LLC
and
LINKS I CORPORATION
and, solely with respect to Sections 5.3, 6.1(b), 6.5(b) and
_____________
Cingular Wireless
Corp – hereinafter called this
"Agreement"), dated as of February 17, 2004, by and among AT&T Wireless
Services, Inc., a Delaware corporation (the "Company"), Cingular Wireless
Corp oration, a Delaware corporation ("Cingular"), Cingular Wireless LLC, a
Delaware limited liability company ("Cingular Wireless"), and Links I
Corporation, a Delaware corporation and
_____________
Cingular Wireless Corp – personally or sent by registered or certified mail, postage
prepaid, facsimile or by overnight courier:
if to Cingular, Cingular Wireless or Merger Sub:
Cingular Wireless Corp oration
5565 Glenridge Connection
Suite 1100
Atlanta, Georgia 30342
Attention: Joaquin Carbonell, Esq.
Fax: (404) 249-4488
with copies to:
SBC Communications Inc.
_____________
CINGULAR WIRELESS CORP – parties hereto as of the date
first written above.
AT&T WIRELESS SERVICES, INC.
By: /s/ John Zeglis
-------------------------------------------
Name: John Zeglis
Title:CEO
CINGULAR WIRELESS CORP ORATION
By: /s/ Stan Sigman
-------------------------------------------
Name: Stan Sigman
Title: CEO
CINGULAR WIRELESS LLC
By: /s/ Stan Sigman
-------------------------------------------
Name: Stan Sigman
Title: CEO
LINKS
_____________
dt 180293
;
Cingular
As referenced in this Agreement and Plan of Merger:
CINGULAR WIRELESS LLC
– 1
{SEQUENCE}3
{FILENAME}g87302exv99w1.txt
{DESCRIPTION}EX-99.1 AGREEMENT AND PLAN OF MERGER 2/17/04
{TEXT}
{PAGE}
EXHIBIT 99.1
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Agreement and Plan of Merger, dated as of February 17, 2004,
by and among AT&T Wireless, Cingular Wireless Corporation,
Links
_____________
Cingular Wireless LLC – Agreement and Plan of Merger, dated as of February 17, 2004,
by and among AT&T Wireless, Cingular Wireless Corporation,
Links I Corporation, Cingular Wireless LLC and, solely for the
purposes of certain sections of the Merger Agreement, SBC and
BellSouth.
AGREEMENT AND PLAN OF MERGER
By and Among
_____________
CINGULAR WIRELESS LLC
– of the Merger Agreement, SBC and
BellSouth.
AGREEMENT AND PLAN OF MERGER
By and Among
AT&T WIRELESS SERVICES, INC.,
CINGULAR WIRELESS CORPORATION,
CINGULAR WIRELESS LLC
and
LINKS I CORPORATION
and, solely with respect to Sections 5.3, 6.1(b), 6.5(b) and Article IX
of
_____________
Cingular Wireless LLC, – February 17, 2004, by and among AT&T Wireless
Services, Inc., a Delaware corporation (the "Company"), Cingular Wireless
Corporation, a Delaware corporation ("Cingular"), Cingular Wireless LLC, a
Delaware limited liability company ("Cingular Wireless"), and Links I
Corporation, a Delaware corporation and a wholly-owned Subsidiary of Cingular
("Merger
_____________
CINGULAR WIRELESS LLC
– SERVICES, INC.
By: /s/ John Zeglis
-------------------------------------------
Name: John Zeglis
Title:CEO
CINGULAR WIRELESS CORPORATION
By: /s/ Stan Sigman
-------------------------------------------
Name: Stan Sigman
Title: CEO
CINGULAR WIRELESS LLC
By: /s/ Stan Sigman
-------------------------------------------
Name: Stan Sigman
Title: CEO
LINKS I CORPORATION
By: /s/ Rick Moore
-------------------------------------------
Name: Rick Moore
Title: Authorized Officer
-
_____________
dt 180229
;
More... |
Preview
Full Doc
| 2004 |
Agreement and Plan of Merger
Agreement and Plan of Merger (229K)
Doc #311059: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
By and Among
AT&T WIRELESS SERVICES, INC.,
CINGULAR WIRELESS CORPORATION,
CINGULAR WIRELESS LLC
and
LINKS I CORPORATION
and, solely with respect to Sections 5.3, 6.1(b), 6.5(b) and Article IX
of the Agreement and Plan of Merger,
SBC COMMUNICATIONS INC.
and
BELLSOUTH CORPORATION
Dated as of February 17, 2004
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
{S} {C}
ARTICLE I The Merger; Closing; Effective Time....................................... 1
1.1. The Merger................................................................... 1
1.2. Closing...................................................................... 2
1.3. Effective Time............................................................... 2
ARTICLE II Certificate of Incorporation and By-Laws of the Surviving Corporation.... 2
2.1. The Certificate of Incorporation............................................. 2
2.2. The By-Laws.................................................................. 2
ARTICLE III Officers and Directors of the Surviving Corporation..................... 2
3.1. Directors.................................................................... 2
3.2. Officers..................................................................... 3
ARTICLE IV Effect of the Merger on Capital Stock; Exchange of Certificates.......... 3
4.1. Effect on Capital Stock...................................................... 3
4.2. Exchange of Certificates for Shares.......................................... 4
4.3. Dissenters' Rights........................................................... 6
4.4. Adjustments to Prevent Dilution.............................................. 6
4.5. Treatment of Company Options/Other Equity Awards............................. 6
4.6. Treatment of DoCoMo Warrant.................................................. 7
ARTICLE V Representations and Warranties............................................ 8
5.1. Representations and Warranties of the Company................................ 8
5.2. Representations and Warranties of Cingular and Merger Sub.................... 28
5.3. Representations and Warranties of SBC and BellSouth.......................... 31
ARTICLE VI Covenants 33
6.1. Interim Operations........................................................... 33
6.2. Acquisition Proposals........................................................ 38
6.3. Information Supplied......................................................... 39
6.4. Stockholders Meeting......................................................... 40
6.5. Filings; Other Actions; Notification......................................... 40
6.6. Access....................................................................... 42
6.7. Consent/Tender Offers........................................................ 43
6.8. Employee Benefits............................................................ 44
6.9. Indemnification; Directors' and Officers' Insurance.......................... 46
6.10. Other Actions by the Company................................................. 48
{/TABLE}
-i-
{PAGE}
{TABLE}
{CAPTION}
PAGE
{S} {C}
ARTICLE VII Conditions.............................................................. 50
7.1. Conditions to the Obligations of the Company, Cingular and Merger Sub to
Effect the Merger........................................................... 50
7.2. Conditions to Obligations of Cingular and Merger Sub......................... 51
7.3. Conditions to Obligation of the Company...................................... 53
ARTICLE VIII Termination............................................................ 53
8.1. Termination by Mutual Consent................................................ 53
8.2. Termination by Either Cingular or the Company................................ 53
8.3. Termination by the Company................................................... 54
8.4. Termination by Cingular...................................................... 54
8.5. Effect of Termination and Abandonment........................................ 55
ARTICLE IX Miscellaneous and General................................................ 56
9.1. Survival..................................................................... 56
9.2. Modification or Amendment.................................................... 56
9.3. Waiver of Conditions......................................................... 56
9.4. Counterparts................................................................. 56
9.5. GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL................................ 56
9.6. Notices...................................................................... 57
9.7. Entire Agreement; NO OTHER REPRESENTATIONS................................... 59
9.8. No Third Party Beneficiaries................................................. 59
9.9. Obligations of Cingular and of the Company................................... 60
9.10. Definitions.................................................................. 60
9.11. Severability................................................................. 60
9.12. Interpretation; Construction................................................. 60
9.13. Guarantee; Breach............................................................ 61
9.14. Publicity.................................................................... 61
9.15. Expenses..................................................................... 61
9.16. Assignment................................................................... 61
{/TABLE}
-ii-
{PAGE}
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (hereinafter called this "Agreement"),
dated as of February 17, 2004, by and among AT&T Wireless Services, Inc., a
Delaware corporation (the "Company"), Cingular Wireless Corporation, a Delaware
corporation ("Cingular"), Cingular Wireless LLC, a Delaware limited liability
company ("Cingular Wireless"), and Links I Corporation, a Delaware corporation
and a wholly-owned Subsidiary of Cingular ("Merger Sub", the Company and Merger
Sub sometimes being hereinafter collectively referred to as the "Constituent
Corporations") and, solely with respect to Sections 5.3, 6.1(b), 6.5(b) and
Article IX of this Agreement, SBC Communications Inc., a Delaware corporation
("SBC") and BellSouth Corporation, a Georgia corporation ("BellSouth").
RECITALS
WHEREAS, the board of directors ("Board of Directors") of each of
Cingular, Merger Sub and the Company has determined that the merger of Merger
Sub with and into the Company (the "Merger") upon the terms and subject to the
conditions set forth in this Agreement is advisable and by resolutions duly
adopted, has approved and adopted this Agreement; and
WHEREAS, the Company, Cingular Wireless, Cingular, Merger Sub, SBC
and BellSouth desire to make those representations, warranties, covenants and
agreements specified herein in connection with this Agreement.
NOW, THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements contained herein,
Cingular, Cingular Wireless, Merger Sub, the Company and, solely with respect to
Sections 5.3, 6.1(b), 6.5(b) and Article IX of this Agreement, SBC and BellSouth
agree as follows:
ARTICLE I
The Merger; Closing; Effective Time
1.1. The Merger. Upon the terms and subject to the conditions set
forth in this Agreement, at the Effective Time, Merger Sub shall be merged with
and into the Company and the separate corporate existence of Merger Sub shall
thereupon cease. The Company shall be the surviving corporation in the Merger
(sometimes hereinafter referred to as the "Surviving Corporation"), and the
separate corporate existence of the Company with all its rights, privileges,
immunities, powers and franchises shall continue unaffected by the Merger,
except as set forth in Article II of this Agreement. The Merger
{PAGE}
shall have the effects specified in the Delaware General Corporation Law, as
amended (the "DGCL").
1.2. Closing. Unless otherwise mutually agreed in writing between
the Company and Cingular, the closing for the Merger (the "Closing") shall take
place (i) at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP, One
New York Plaza, New York, New York 10004, at 9:00 A.M. local time on the fifth
business day (the "Closing Date") following the day on which the last to be
satisfied or waived of the conditions set forth in Article VII (other than those
conditions that by their nature are to be satisfied at the Closing, but subject
to the satisfaction or waiver of those conditions) shall be satisfied or waived
in accordance with this Agreement.
1.3. Effective Time. As soon as practicable following the Closing,
the Company and Cingular will cause a Certificate of Merger (the "Delaware
Certificate of Merger") to be executed, acknowledged and filed with the
Secretary of State of the State of Delaware as provided in Section 251 of the
DGCL. The Merger shall become effective at the time when the Delaware
Certificate of Merger has been duly filed with the Secretary of State of the
State of Delaware or at such later time as may be agreed by the parties in
writing and specified in the Delaware Certificate of Merger (the "Effective
Time").
ARTICLE II
Certificate of Incorporation and By-Laws
of the Surviving Corporation
2.1. The Certificate of Incorporation. At the Effective Time, the
certificate of incorporation of the Surviving Corporation (the "Charter") shall
be amended in its entirety to read as set forth in Exhibit A hereto, until
thereafter amended as provided therein or by applicable Law.
2.2. The By-Laws. The by-laws of Merger Sub in effect at the
Effective Time shall be the by-laws of the Surviving Corporation (the
"By-Laws"), until thereafter amended as provided therein or by applicable Law.
ARTICLE III
Officers and Directors
of the Surviving Corporation
3.1. Directors. The directors of Merger Sub at the Effective Time
shall, from and after the Effective Time, be the directors of the Surviving
Corporation until their successors have been duly elected or appointed and
qualified or until their earlier death, resignation or removal in accordance
with the Charter and the By-Laws.
- 2 -
{PAGE}
3.2. Officers. The officers of Merger Sub at the Effective Time
shall, from and after the Effective Time, be the officers of the Surviving
Corporation until their successors have been duly elected or appointed and
qualified or until their earlier death, resignation or removal in accordance
with the Charter and the By-Laws.
ARTICLE IV
Effect of the Merger on Capital Stock;
Exchange of Certificates
4.1. Effect on Capital Stock. At the Effective Time, as a result of
the Merger and without any action on the part of the holder of any capital stock
of the Company:
(a) Merger Consideration. Each share of the Common Stock, par value
$0.01 per share, of the Company (the "Common Stock") issued and outstanding
immediately prior to the Effective Time (other than shares of Common Stock (i)
owned by Cingular or any direct or indirect Subsidiary of Cingular
(collectively, the "Cingular Companies"), (ii) owned by the Company or any
direct or indirect Subsidiary of the Company, except, in the case of each of
clauses (i) and (ii), for any such shares held on behalf of third parties, or
(iii) shares of Common Stock (the "Dissenting Common Shares") that are owned by
stockholders (the "Dissenting Common Stockholders") properly exercising
appraisal rights pursuant to Section 262 of the DGCL (each, an "Excluded Common
Share" and collectively, "Excluded Common Shares")) shall be converted into the
right to receive $15.00 in cash (the "Common Stock Merger Consideration"). At
the Effective Time, all shares of Common Stock shall no longer be outstanding
and shares of Common Stock shall be cancelled and retired and shall cease to
exist, and each certificate (a "Common Stock Certificate") formerly
representing any such shares of Common Stock (other than Excluded Common
Shares) shall thereafter represent only the right to the Common Stock Merger
Consideration and any Dissenting Common Shares shall thereafter represent only
the right to receive the applicable payments set forth in Section 4.3.
(b) Preferred Stock. At the Effective Time, each share of Series C
preferred stock, par value $0.01 per share, of the Company (the "Series C
Preferred Stock") and each share of Series E preferred stock, par value $0.01
per share, of the Company (the "Series E Preferred Stock" and together with the
Series C Preferred Stock, the "Preferred Stock"; and the Preferred Stock
together with the Common Stock, the "Shares"), issued and outstanding
immediately prior to the Effective Time other than
- 3 -
{PAGE}
shares of Preferred Stock (the "Dissenting Preferred Shares" and together with
Dissenting Common Shares, "Dissenting Shares") that are held by stockholders
(the "Dissenting Preferred Stockholders" and together with the Dissenting Common
311059
|
AT&T
As referenced in this Agreement and Plan of Merger:
AT&T Corp – 2000 (the "DoCoMo Warrant Agreement"), by and among the Company,
NTT DoCoMo, Inc., a corporation organized under the laws of Japan ("DoCoMo") and
AT&T Corp ., a New York corporation ("Former Parent") shall only entitle the
holder thereof to receive upon exercise thereof and payment of the exercise
_____________
dt 303908
;
AT&T Wireless
As referenced in this Agreement and Plan of Merger:
AT&T WIRELESS SERVICES, – 3
{FILENAME}e94336exv99w1.txt
{DESCRIPTION}AGREEMENT AND PLAN OF MERGER
{TEXT}
{PAGE}
Exhibit 99.1
AGREEMENT AND PLAN OF MERGER
By and Among
AT&T WIRELESS SERVICES, INC.,
CINGULAR WIRELESS CORPORATION,
CINGULAR WIRELESS LLC
and
LINKS I CORPORATION
and, solely with respect to Sections 5.3, 6.1(b),
_____________
AT&T Wireless Services, – AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (hereinafter called this "Agreement"),
dated as of February 17, 2004, by and among AT&T Wireless Services, Inc., a
Delaware corporation (the "Company"), Cingular Wireless Corporation, a Delaware
corporation ("Cingular"), Cingular Wireless LLC, a Delaware limited liability
company ("Cingular
_____________
AT&T Wireless Services, – Jacobson LLP
One New York Plaza, New York, NY 10004
Attention: Gail L. Weinstein, Esq.
Fax: (212) 859-4000
if to the Company
AT&T Wireless Services, Inc.
7277 164th Avenue NE
Building 1
Redmond, WA 98052
Attention: Gregory P. Landis, General Counsel
Fax: (425) 580-8505
with a
_____________
AT&T WIRELESS SERVICES, – Agreement has been duly executed and
delivered by the duly authorized officers of the parties hereto as of the date
first written above.
AT&T WIRELESS SERVICES, INC.
By: /s/ John Zeglis
--------------------------------------
Name: John Zeglis
Title: CEO
CINGULAR WIRELESS CORPORATION
By: /s/ Stan Sigman
--------------------------------------
Name: Stan Sigman
Title: CEO
_____________
dt 340997
;
|
Cingular
As referenced in this Agreement and Plan of Merger:
CINGULAR WIRELESS CORP – AGREEMENT AND PLAN OF MERGER
{TEXT}
{PAGE}
Exhibit 99.1
AGREEMENT AND PLAN OF MERGER
By and Among
AT&T WIRELESS SERVICES, INC.,
CINGULAR WIRELESS CORP ORATION,
CINGULAR WIRELESS LLC
and
LINKS I CORPORATION
and, solely with respect to Sections 5.3, 6.1(b), 6.5(b) and
_____________
Cingular Wireless Corp – hereinafter called this "Agreement"),
dated as of February 17, 2004, by and among AT&T Wireless Services, Inc., a
Delaware corporation (the "Company"), Cingular Wireless Corp oration, a Delaware
corporation ("Cingular"), Cingular Wireless LLC, a Delaware limited liability
company ("Cingular Wireless"), and Links I Corporation, a Delaware corporation
and
_____________
Cingular Wireless Corp – personally or sent by registered or certified mail, postage prepaid, facsimile
or by overnight courier:
if to Cingular, Cingular Wireless or Merger Sub:
Cingular Wireless Corp oration
5565 Glenridge Connection
Suite 1100
Atlanta, Georgia 30342
Attention: Joaquin Carbonell, Esq.
Fax: (404) 249-4488
with copies to:
SBC Communications Inc.
_____________
CINGULAR WIRELESS CORP – parties hereto as of the date
first written above.
AT&T WIRELESS SERVICES, INC.
By: /s/ John Zeglis
--------------------------------------
Name: John Zeglis
Title: CEO
CINGULAR WIRELESS CORP ORATION
By: /s/ Stan Sigman
--------------------------------------
Name: Stan Sigman
Title: CEO
CINGULAR WIRELESS LLC
By: /s/ Stan Sigman
--------------------------------------
Name: Stan Sigman
Title: CEO
LINKS
_____________
dt 312410
;
Cingular
As referenced in this Agreement and Plan of Merger:
CINGULAR WIRELESS LLC
– OF MERGER
{TEXT}
{PAGE}
Exhibit 99.1
AGREEMENT AND PLAN OF MERGER
By and Among
AT&T WIRELESS SERVICES, INC.,
CINGULAR WIRELESS CORPORATION,
CINGULAR WIRELESS LLC
and
LINKS I CORPORATION
and, solely with respect to Sections 5.3, 6.1(b), 6.5(b) and Article IX
of
_____________
Cingular Wireless LLC, – February 17, 2004, by and among AT&T Wireless Services, Inc., a
Delaware corporation (the "Company"), Cingular Wireless Corporation, a Delaware
corporation ("Cingular"), Cingular Wireless LLC, a Delaware limited liability
company ("Cingular Wireless"), and Links I Corporation, a Delaware corporation
and a wholly-owned Subsidiary of Cingular ("Merger
_____________
CINGULAR WIRELESS LLC
– SERVICES, INC.
By: /s/ John Zeglis
--------------------------------------
Name: John Zeglis
Title: CEO
CINGULAR WIRELESS CORPORATION
By: /s/ Stan Sigman
--------------------------------------
Name: Stan Sigman
Title: CEO
CINGULAR WIRELESS LLC
By: /s/ Stan Sigman
--------------------------------------
Name: Stan Sigman
Title: CEO
LINKS I CORPORATION
By: /s/ Rick Moore
--------------------------------------
Name: Rick Moore
Title: Authorized Officer
-
_____________
dt 321402
;
More... |
Preview
Full Doc
| 2004 |
Agreement and Plan of Merger
Agreement and Plan of Merger (230K)
Doc #311060: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
By and Among
AT&T WIRELESS SERVICES, INC.,
CINGULAR WIRELESS CORPORATION,
CINGULAR WIRELESS LLC
and
LINKS I CORPORATION
and, solely with respect to Sections 5.3, 6.1(b), 6.5(b) and Article IX
of the Agreement and Plan of Merger,
SBC COMMUNICATIONS INC.
and
BELLSOUTH CORPORATION
Dated as of February 17, 2004
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
{S} {C}
ARTICLE I The Merger; Closing; Effective Time....................................... 1
1.1. The Merger................................................................... 1
1.2. Closing...................................................................... 2
1.3. Effective Time............................................................... 2
ARTICLE II Certificate of Incorporation and By-Laws of the Surviving Corporation.... 2
2.1. The Certificate of Incorporation............................................. 2
2.2. The By-Laws.................................................................. 2
ARTICLE III Officers and Directors of the Surviving Corporation..................... 2
3.1. Directors.................................................................... 2
3.2. Officers..................................................................... 3
ARTICLE IV Effect of the Merger on Capital Stock; Exchange of Certificates.......... 3
4.1. Effect on Capital Stock...................................................... 3
4.2. Exchange of Certificates for Shares.......................................... 4
4.3. Dissenters' Rights........................................................... 6
4.4. Adjustments to Prevent Dilution.............................................. 6
4.5. Treatment of Company Options/Other Equity Awards............................. 6
4.6. Treatment of DoCoMo Warrant.................................................. 7
ARTICLE V Representations and Warranties............................................ 8
5.1. Representations and Warranties of the Company................................ 8
5.2. Representations and Warranties of Cingular and Merger Sub.................... 28
5.3. Representations and Warranties of SBC and BellSouth.......................... 31
ARTICLE VI Covenants 33
6.1. Interim Operations........................................................... 33
6.2. Acquisition Proposals........................................................ 38
6.3. Information Supplied......................................................... 39
6.4. Stockholders Meeting......................................................... 40
6.5. Filings; Other Actions; Notification......................................... 40
6.6. Access....................................................................... 42
6.7. Consent/Tender Offers........................................................ 43
6.8. Employee Benefits............................................................ 44
6.9. Indemnification; Directors' and Officers' Insurance.......................... 46
6.10. Other Actions by the Company................................................. 48
{/TABLE}
-i-
{PAGE}
{TABLE}
{CAPTION}
PAGE
{S} {C}
ARTICLE VII Conditions.............................................................. 50
7.1. Conditions to the Obligations of the Company, Cingular and Merger Sub to
Effect the Merger........................................................... 50
7.2. Conditions to Obligations of Cingular and Merger Sub......................... 51
7.3. Conditions to Obligation of the Company...................................... 53
ARTICLE VIII Termination............................................................ 53
8.1. Termination by Mutual Consent................................................ 53
8.2. Termination by Either Cingular or the Company................................ 53
8.3. Termination by the Company................................................... 54
8.4. Termination by Cingular...................................................... 54
8.5. Effect of Termination and Abandonment........................................ 55
ARTICLE IX Miscellaneous and General................................................ 56
9.1. Survival..................................................................... 56
9.2. Modification or Amendment.................................................... 56
9.3. Waiver of Conditions......................................................... 56
9.4. Counterparts................................................................. 56
9.5. GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL................................ 56
9.6. Notices...................................................................... 57
9.7. Entire Agreement; NO OTHER REPRESENTATIONS................................... 59
9.8. No Third Party Beneficiaries................................................. 59
9.9. Obligations of Cingular and of the Company................................... 60
9.10. Definitions.................................................................. 60
9.11. Severability................................................................. 60
9.12. Interpretation; Construction................................................. 60
9.13. Guarantee; Breach............................................................ 61
9.14. Publicity.................................................................... 61
9.15. Expenses..................................................................... 61
9.16. Assignment................................................................... 61
{/TABLE}
-ii-
{PAGE}
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (hereinafter called this "Agreement"),
dated as of February 17, 2004, by and among AT&T Wireless Services, Inc., a
Delaware corporation (the "Company"), Cingular Wireless Corporation, a Delaware
corporation ("Cingular"), Cingular Wireless LLC, a Delaware limited liability
company ("Cingular Wireless"), and Links I Corporation, a Delaware corporation
and a wholly-owned Subsidiary of Cingular ("Merger Sub", the Company and Merger
Sub sometimes being hereinafter collectively referred to as the "Constituent
Corporations") and, solely with respect to Sections 5.3, 6.1(b), 6.5(b) and
Article IX of this Agreement, SBC Communications Inc., a Delaware corporation
("SBC") and BellSouth Corporation, a Georgia corporation ("BellSouth").
RECITALS
WHEREAS, the board of directors ("Board of Directors") of each of
Cingular, Merger Sub and the Company has determined that the merger of Merger
Sub with and into the Company (the "Merger") upon the terms and subject to the
conditions set forth in this Agreement is advisable and by resolutions duly
adopted, has approved and adopted this Agreement; and
WHEREAS, the Company, Cingular Wireless, Cingular, Merger Sub, SBC
and BellSouth desire to make those representations, warranties, covenants and
agreements specified herein in connection with this Agreement.
NOW, THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements contained herein,
Cingular, Cingular Wireless, Merger Sub, the Company and, solely with respect to
Sections 5.3, 6.1(b), 6.5(b) and Article IX of this Agreement, SBC and BellSouth
agree as follows:
ARTICLE I
The Merger; Closing; Effective Time
1.1. The Merger. Upon the terms and subject to the conditions set
forth in this Agreement, at the Effective Time, Merger Sub shall be merged with
and into the Company and the separate corporate existence of Merger Sub shall
thereupon cease. The Company shall be the surviving corporation in the Merger
(sometimes hereinafter referred to as the "Surviving Corporation"), and the
separate corporate existence of the Company with all its rights, privileges,
immunities, powers and franchises shall continue unaffected by the Merger,
except as set forth in Article II of this Agreement. The Merger
{PAGE}
shall have the effects specified in the Delaware General Corporation Law, as
amended (the "DGCL").
1.2. Closing. Unless otherwise mutually agreed in writing between
the Company and Cingular, the closing for the Merger (the "Closing") shall take
place (i) at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP, One
New York Plaza, New York, New York 10004, at 9:00 A.M. local time on the fifth
business day (the "Closing Date") following the day on which the last to be
satisfied or waived of the conditions set forth in Article VII (other than those
conditions that by their nature are to be satisfied at the Closing, but subject
to the satisfaction or waiver of those conditions) shall be satisfied or waived
in accordance with this Agreement.
1.3. Effective Time. As soon as practicable following the Closing,
the Company and Cingular will cause a Certificate of Merger (the "Delaware
Certificate of Merger") to be executed, acknowledged and filed with the
Secretary of State of the State of Delaware as provided in Section 251 of the
DGCL. The Merger shall become effective at the time when the Delaware
Certificate of Merger has been duly filed with the Secretary of State of the
State of Delaware or at such later time as may be agreed by the parties in
writing and specified in the Delaware Certificate of Merger (the "Effective
Time").
ARTICLE II
Certificate of Incorporation and By-Laws
of the Surviving Corporation
2.1. The Certificate of Incorporation. At the Effective Time, the
certificate of incorporation of the Surviving Corporation (the "Charter") shall
be amended in its entirety to read as set forth in Exhibit A hereto, until
thereafter amended as provided therein or by applicable Law.
2.2. The By-Laws. The by-laws of Merger Sub in effect at the
Effective Time shall be the by-laws of the Surviving Corporation (the
"By-Laws"), until thereafter amended as provided therein or by applicable Law.
ARTICLE III
Officers and Directors
of the Surviving Corporation
3.1. Directors. The directors of Merger Sub at the Effective Time
shall, from and after the Effective Time, be the directors of the Surviving
Corporation until their successors have been duly elected or appointed and
qualified or until their earlier death, resignation or removal in accordance
with the Charter and the By-Laws.
- 2 -
{PAGE}
3.2. Officers. The officers of Merger Sub at the Effective Time
shall, from and after the Effective Time, be the officers of the Surviving
Corporation until their successors have been duly elected or appointed and
qualified or until their earlier death, resignation or removal in accordance
with the Charter and the By-Laws.
ARTICLE IV
Effect of the Merger on Capital Stock;
Exchange of Certificates
4.1. Effect on Capital Stock. At the Effective Time, as a result of
the Merger and without any action on the part of the holder of any capital stock
of the Company:
(a) Merger Consideration. Each share of the Common Stock, par value
$0.01 per share, of the Company (the "Common Stock") issued and outstanding
immediately prior to the Effective Time (other than shares of Common Stock (i)
owned by Cingular or any direct or indirect Subsidiary of Cingular
(collectively, the "Cingular Companies"), (ii) owned by the Company or any
direct or indirect Subsidiary of the Company, except, in the case of each of
clauses (i) and (ii), for any such shares held on behalf of third parties, or
(iii) shares of Common Stock (the "Dissenting Common Shares") that are owned by
stockholders (the "Dissenting Common Stockholders") properly exercising
appraisal rights pursuant to Section 262 of the DGCL (each, an "Excluded Common
Share" and collectively, "Excluded Common Shares")) shall be converted into the
right to receive $15.00 in cash (the "Common Stock Merger Consideration"). If
the Closing shall not have occurred on or prior to December 16, 2004, the Common
Stock Merger Consideration shall be increased by an amount of simple interest at
a rate of 4% per annum based on a year of 365 days from and after December 16,
2004 to the day preceding the Effective Time, and the Common Stock Merger
Consideration shall be an amount equal to $15.00 as increased pursuant to this
sentence.At the Effective Time, all shares of Common Stock shall no longer be
outstanding and shares of Common Stock shall be cancelled and retired and shall
cease to exist, and each certificate (a "Common Stock Certificate") formerly
representing any such shares of Common Stock (other than Excluded Common Shares)
shall thereafter represent only the right to the Common Stock Merger
Consideration and any Dissenting Common Shares shall thereafter represent only
the right to receive the applicable payments set forth in Section 4.3.
(b) Preferred Stock. At the Effective Time, each share of Series C
preferred stock, par value $0.01 per share, of the Company (the "Series C
Preferred Stock") and each share of Series E preferred stock, par value $0.01
per share, of the Company (the "Series E Preferred Stock" and together with the
Series C Preferred Stock, the "Preferred Stock"; and the Preferred Stock
311060
|
AT&T
As referenced in this Agreement and Plan of Merger:
AT&T Corp – 2000 (the "DoCoMo Warrant Agreement"), by and among the Company,
NTT DoCoMo, Inc., a corporation organized under the laws of Japan ("DoCoMo") and
AT&T Corp ., a New York corporation ("Former Parent") shall only entitle the
holder thereof to receive upon exercise thereof and payment of the exercise
_____________
dt 303911
;
AT&T Wireless
As referenced in this Agreement and Plan of Merger:
AT&T WIRELESS SERVICES, – 3
{FILENAME}y94336exv99w1.txt
{DESCRIPTION}AGREEMENT AND PLAN OF MERGER
{TEXT}
{PAGE}
Exhibit 99.1
AGREEMENT AND PLAN OF MERGER
By and Among
AT&T WIRELESS SERVICES, INC.,
CINGULAR WIRELESS CORPORATION,
CINGULAR WIRELESS LLC
and
LINKS I CORPORATION
and, solely with respect to Sections 5.3, 6.1(b),
_____________
AT&T Wireless Services, – AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (hereinafter called this "Agreement"),
dated as of February 17, 2004, by and among AT&T Wireless Services, Inc., a
Delaware corporation (the "Company"), Cingular Wireless Corporation, a Delaware
corporation ("Cingular"), Cingular Wireless LLC, a Delaware limited liability
company ("Cingular
_____________
AT&T Wireless Services, – Jacobson LLP
One New York Plaza, New York, NY 10004
Attention: Gail L. Weinstein, Esq.
Fax: (212) 859-4000
if to the Company
AT&T Wireless Services, Inc.
7277 164th Avenue NE
Building 1
Redmond, WA 98052
Attention: Gregory P. Landis, General Counsel
Fax: (425) 580-8505
with a
_____________
AT&T WIRELESS SERVICES, – Agreement has been duly executed and
delivered by the duly authorized officers of the parties hereto as of the date
first written above.
AT&T WIRELESS SERVICES, INC.
By: /s/ John Zeglis
--------------------------------------
Name: John Zeglis
Title: CEO
CINGULAR WIRELESS CORPORATION
By: /s/ Stan Sigman
--------------------------------------
Name: Stan Sigman
Title: CEO
_____________
dt 340998
;
|
Cingular
As referenced in this Agreement and Plan of Merger:
CINGULAR WIRELESS CORP – AGREEMENT AND PLAN OF MERGER
{TEXT}
{PAGE}
Exhibit 99.1
AGREEMENT AND PLAN OF MERGER
By and Among
AT&T WIRELESS SERVICES, INC.,
CINGULAR WIRELESS CORP ORATION,
CINGULAR WIRELESS LLC
and
LINKS I CORPORATION
and, solely with respect to Sections 5.3, 6.1(b), 6.5(b) and
_____________
Cingular Wireless Corp – hereinafter called this "Agreement"),
dated as of February 17, 2004, by and among AT&T Wireless Services, Inc., a
Delaware corporation (the "Company"), Cingular Wireless Corp oration, a Delaware
corporation ("Cingular"), Cingular Wireless LLC, a Delaware limited liability
company ("Cingular Wireless"), and Links I Corporation, a Delaware corporation
and
_____________
Cingular Wireless Corp – personally or sent by registered or certified mail, postage prepaid, facsimile
or by overnight courier:
if to Cingular, Cingular Wireless or Merger Sub:
Cingular Wireless Corp oration
5565 Glenridge Connection
Suite 1100
Atlanta, Georgia 30342
Attention: Joaquin Carbonell, Esq.
Fax: (404) 249-4488
with copies to:
SBC Communications Inc.
_____________
CINGULAR WIRELESS CORP – parties hereto as of the date
first written above.
AT&T WIRELESS SERVICES, INC.
By: /s/ John Zeglis
--------------------------------------
Name: John Zeglis
Title: CEO
CINGULAR WIRELESS CORP ORATION
By: /s/ Stan Sigman
--------------------------------------
Name: Stan Sigman
Title: CEO
CINGULAR WIRELESS LLC
By: /s/ Stan Sigman
--------------------------------------
Name: Stan Sigman
Title: CEO
LINKS
_____________
dt 312411
;
Cingular
As referenced in this Agreement and Plan of Merger:
CINGULAR WIRELESS LLC
– OF MERGER
{TEXT}
{PAGE}
Exhibit 99.1
AGREEMENT AND PLAN OF MERGER
By and Among
AT&T WIRELESS SERVICES, INC.,
CINGULAR WIRELESS CORPORATION,
CINGULAR WIRELESS LLC
and
LINKS I CORPORATION
and, solely with respect to Sections 5.3, 6.1(b), 6.5(b) and Article IX
of
_____________
Cingular Wireless LLC, – February 17, 2004, by and among AT&T Wireless Services, Inc., a
Delaware corporation (the "Company"), Cingular Wireless Corporation, a Delaware
corporation ("Cingular"), Cingular Wireless LLC, a Delaware limited liability
company ("Cingular Wireless"), and Links I Corporation, a Delaware corporation
and a wholly-owned Subsidiary of Cingular ("Merger
_____________
CINGULAR WIRELESS LLC
– SERVICES, INC.
By: /s/ John Zeglis
--------------------------------------
Name: John Zeglis
Title: CEO
CINGULAR WIRELESS CORPORATION
By: /s/ Stan Sigman
--------------------------------------
Name: Stan Sigman
Title: CEO
CINGULAR WIRELESS LLC
By: /s/ Stan Sigman
--------------------------------------
Name: Stan Sigman
Title: CEO
LINKS I CORPORATION
By: /s/ Rick Moore
--------------------------------------
Name: Rick Moore
Title: Authorized Officer
-
_____________
dt 321403
;
More... |
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| 2002 |
Assignment and Assumption Agreement
Assignment and Assumption Agreement (6K)
Doc #175564: Click preview link for longer preview.
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of October 2, 2000 (this
"Agreement"), by and among SBC Holdings Inc., a Delaware corporation
("Contributor"), SBC Communications Inc., a Delaware corporation ("SBC") and
Alloy LLC, a Delaware limited liability company ("Contributee").
WITNESSETH:
WHEREAS, SBC, BellSouth Corporation, a Georgia corporation
("BellSouth") and Contributee have entered into an Amended and Restated
Contribution and Formation Agreement, dated as of April 4, 2000, (the
"Contribution Agreement"), providing, among other things, for the assignment by
Contributor, an indirect wholly-owned subsidiary of SBC, to Contributee of all
of its right, title and interest in and to SBC Wireless LLC (the "LLC
Interests"), a Delaware limited liability company and a wholly-owned subsidiary
of Contributor ("SBC Wireless LLC");
WHEREAS, Contributor desires to contribute, assign, transfer and convey
such LLC Interests to Contributee, subject to the terms and conditions more
fully set forth herein;
WHEREAS, Contributee desires to accept and acquire such LLC Interests
and the related rights and obligations from Contributor, subject to the terms
and conditions more fully set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants and undertakings contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, each of SBC, the Contributor and Contributee agree as
follows:
175564
|
Alloy Management
As referenced in this Assignment and Assumption Agreement:
ALLOY MANAGEMENT CORP – Secretary
SBC COMMUNICATIONS INC.
By: /s/ James S. Kahan
----------------------------------------
Name: James S. Kahan
Title: Senior Executive Vice President --
Corporate Development
ALLOY LLC
By: ALLOY MANAGEMENT CORP .,
its Manager
By: /s/ Mark L. Feidler
----------------------------------------
Name: Mark L. Feidler
Title: Chief Operating Officer
-3-
{/TEXT}
{/DOCUMENT}
_____________
dt 268201
;
SBC
As referenced in this Assignment and Assumption Agreement:
SBC Communications Inc – AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of October 2, 2000 (this
"Agreement"), by and among SBC Holdings Inc., a Delaware corporation
("Contributor"), SBC Communications Inc ., a Delaware corporation ("SBC") and
Alloy LLC, a Delaware limited liability company ("Contributee").
WITNESSETH:
WHEREAS, SBC, BellSouth Corporation, a Georgia corporation
("BellSouth")
_____________
SBC COMMUNICATIONS INC – day and year first above written.
SBC ALLOY HOLDINGS INC.
By: /s/ James S. Kahan
----------------------------------------
Name: James S. Kahan
Title: Vice President & Secretary
SBC COMMUNICATIONS INC .
By: /s/ James S. Kahan
----------------------------------------
Name: James S. Kahan
Title: Senior Executive Vice President --
Corporate Development
ALLOY LLC
By: ALLOY MANAGEMENT CORP.,
_____________
dt 151535
;
| SBC Holdings Inc.;
Alloy LLC;
Cingular Wireless LLC
|
Preview
Full Doc
| 2004 |
Bylaws
Bylaws (34K)
Doc #317756: Click preview link for longer preview.
BELLSOUTH CORPORATION
Incorporated under the Laws
of the State of Georgia
on October l3, l983
Adopted
October 24, l983
BY-LAWS
As Amended by Board of Directors November 24, 2003
Adopted by Shareholders April 26, 2004
Corporate Secretary . . .
317756
| | |
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| 2003 |
Lease Agreement
Lease Agreement (217K)
Doc #184213: Click preview link for longer preview.
Lease Agreement
The Basic Lease Information set forth on Page 1 and this Lease are and shall be construed as a single instrument.
1. Premises. Landlord hereby leases the Premises to Tenant upon the terms and conditions contained herein. Tenant shall have the right to use, on a non-exclusive basis, parking areas and ancillary facilities located within the Common Areas of the Park, subject to the terms of this Lease. Landlord and Tenant hereby agree that for purposes of this Lease, as of the Lease Date, the rentable square footage area of each of the Premises, the Building, the Phase (if any) and the Park shall be deemed to be the number of rentable square feet as set forth in the Basic Lease Information. Tenant hereby acknowledges that the rentable square footage of the Premises may include a proportionate share of certain areas used in common by all occupants of the Building, the Phase (if any) and/or the Park (for example corridors, common restrooms, an electrical room or telephone room). Tenant further agrees that the number of rentable square feet of any of the Building, the Phase (if any) and the Park may subsequently change after the Lease Date commensurate with any modifications to any of the foregoing by Landlord, and Tenants Share shall accordingly change. The term Project as used herein shall mean and collectively refer to the Building, the Common Areas, the Lot, the Phase (if any) and the Park.
2. Occupancy, Adjustment of Commencement Date
2.1 If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant on the Commencement Date in the condition specified in Section 5 hereof and as set forth in Exhibit B, (i) Landlord shall neither be subject to any liability nor shall the validity of the Lease be affected and (ii) none of the Rent Commencement Date, Commencement Date, dates for Adjustments to Base Rent or Term of this Lease shall be affected in any manner whatsoever. If, pursuant to the terms of this Lease, the commencement date and/or the expiration date of this Lease is other than the Commencement Date and Expiration Date specified in the Basic Lease Information, Landlord and Tenant shall execute a written amendment to this Lease, substantially in the form of Exhibit F hereto, wherein the parties shall specify the actual commencement date, expiration date and the date on which Tenant is to commence paying Rent and any other provisions of this Lease that are to be modified accordingly (such as the dates for Adjustments to Base Rent, etc). Tenant and Landlord shall execute and return such amendment to the other party within fifteen (15) days after receipt of same. The word Term whenever used herein refers to the initial term of this Lease and any valid extension(s) thereof.
2.2 If Landlord permits Tenant to occupy the Premises prior to the actual Commencement Date, such occupancy shall be at Tenants sole risk and subject to all the provisions of this Lease. Additionally, Landlord shall have the right to impose additional reasonable conditions on Tenants early occupancy.
3. Rent. On the date that Tenant executes this Lease, Tenant shall deliver to Landlord the original executed Lease, the Advance Rent (which shall be applied against the Rent payable for
the first month(s) Tenant is required to pay Rent), the Security Deposit, and all insurance certificates evidencing the insurance required to be obtained by Tenant under Section 12 and Exhibit B of this Lease. Tenant agrees to pay Landlord the Base Rent, without prior notice or demand, abatement, offset, deduction or claim, in advance at Landlords Address commencing June 1, 2003 and thereafter on the first (1st) day of each month throughout the balance of the Term of the Lease. In addition to the Base Rent, Tenant shall pay. Landlord in advance on the Commencement Date and thereafter on the first (1st) day of each month throughout the balance of the Term of this Lease, as Additional Rent, Tenants Share of Operating Expenses, Tax Expenses, Common Area Utility Costs, and Utility Expenses. The term Rent whenever used herein refers to the aggregate of all these amounts. If Landlord permits Tenant to occupy the Premises without requiring Tenant to pay rental payments for a period of time, the waiver of the requirement to pay rental payments shall only apply to the waiver of the Base Rent. The Rent for any fractional part of a calendar month at the commencement or expiration or termination of the Lease Term shall be a prorated amount of the Rent for a full calendar month based upon a thirty (30) day month. To the extent not already paid as part of the Advance Rent any prorated Rent shall be paid on June 1, 2003, and any prorated Rent for the final calendar month hereof shall be paid on the first day of the calendar month in which the date of expiration or termination occurs.
4. Security Deposit. Simultaneously with Tenants execution and delivery of this Lease, Tenant shall deliver to Landlord, as a Security Deposit for the faithful performance by Tenant of its obligations under this Lease, the amount specified in the Basic Lease Information. If Tenant is in default hereunder, Landlord may, but without obligation to do so, use all or any portion of the Security Deposit to cure the default or to compensate Landlord for all damages sustained by Landlord in connection therewith. Tenant shall, immediately on demand, pay to Landlord a sum equal to the portion of the Security Deposit so applied or used to replenish the amount of the Security Deposit held to increase such deposit to the amount initially deposited with Landlord. Within sixty (60) days after the expiration or termination of this Lease, Landlord shall return the Security Deposit to Tenant, less such amounts as are reasonably necessary, as determined by Landlord, to remedy Tenants default(s) hereunder or to otherwise restore the Premises to a clean and safe condition, reasonable wear and tear excepted. If the cost to restore the Premises exceeds the amount of the Security Deposit, Tenant shall promptly deliver to Landlord any and all of such excess sums. Landlord shall not be required to keep the Security Deposit separate from other funds, and, unless otherwise required by law, Tenant shall not be entitled to interest on the Security Deposit. In no event or circumstance shall Tenant have the right to any use of the Security Deposit and, specifically, Tenant may not use the Security Deposit as a credit or to otherwise offset any payments required hereunder.
5. Condition of Premises; Tenant Improvements. Subject to the provisions of this Sections, Tenant agrees to accept the Premises on the Commencement Date as then being suitable for Tenants intended use and in good operating order, condition and repair in its then existing AS IS condition, except as otherwise set forth in Exhibit B hereto, provided, Landlord shall deliver the Premises with the existing Building operating systems including electrical, mechanical and plumbing systems in good working condition as of the Commencement Date of the Lease and Tenant shall have a review period of thirty (30) days, as specified below in this Section 5, to confirm such condition. The Tenant Improvements (defined in Exhibit B) shall be installed in accordance with the
184213
|
AlphaSmart
As referenced in this Lease Agreement:
ALPHASMART INC – 18, 2003
Landlord:
MILPITAS INDUSTRIAL PROPERTIES, INC.
a Delaware corporation
Landlords Address:
c/o Legacy Partners Commercial, Inc.
4000 East Third Avenue, Suite 600
Foster City, California 94404-4805
Tenant:
ALPHASMART INC .,
a California corporation
Tenants Address:
973 University Avenue
Los Gatos, CA 95032
Premises:
Approximately 24,626 rentable square feet as shown on Exhibit A
Premises Address:
48541 Warm Springs
_____________
ALPHASMART INC – the amount of such costs and expenses.
IN WITNESS WHEREOF, this Lease is executed by the parties as of the Lease Date referenced on Page 1 of this Lease.
TENANT:
ALPHASMART INC .,
a California corporation
By:
/s/ JAMES M WALKER
Its:
CFO
Date:
2/25/03
By:
KETAN D KOTHARI
Its:
CEO
Date:
2/25/03
LANDLORD:
MILPITAS INDUSTRIAL PROPERTIES, INC.,
_____________
ALPHASMART INC – Improvements, is and shall constitute Exhibit B to that certain Lease Agreement dated February 24, 2003 (the Lease), by and between MILPITAS INDUSTRIAL PROPERTIES, INC., a Delaware corporation (Landlord), and ALPHASMART INC ., a California corporation (Tenant), for the leasing of certain premises located at 48541 Warm Springs Boulevard, Suite 501, Fremont, California (the Premises). The terms, conditions and provisions of this
_____________
ALPHASMART INC – Regulations, is and shall constitute Exhibit C to that certain Lease Agreement dated February 18, 2003 (the Lease), by and between MILPITAS INDUSTRIAL PROPERTIES, INC., a Delaware corporation (Landlord), and ALPHASMART INC ., a California corporation (Tenant), for the leasing of certain premises located at 48541 Warm Springs Boulevard, Suite 501, Fremont, California (the Premises). The terms, conditions and provisions of this
_____________
ALPHASMART, INC – PROPERTIES,
A Delaware corporation
c/o Legacy Partners Commercial, Inc.
4000 East Third Avenue, Suite 600
Foster City, California 94404-4805
Attn:
Phone: (650) 571-2200
Name of (Prospective) Tenant: ALPHASMART, INC .
Mailing Address: 937 University Ave., Los Gatos, CA 95032
Contact Person, Title and Telephone Number(s): Erika Nelson, Manager, 408-355-1000
Contact Person for Hazardous Waste Materials Management
_____________
dt 1551004
;
 JPMorgan Chase
As referenced in this Lease Agreement:
JPMorgan Chase – Code of 1986, as amended (the Code) (each a Plan), and with respect to which JPMorgan Chase Bank (JPMCB) is the Trustee and that, as a result, Landlord may be prohibited by
dt 46315
;
| Milpitas Industrial Properties, Inc.;
Legacy Partners Commercial, Inc.
|
Preview
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| 2001 |
Compensation Deferral Plan
Compensation Deferral Plan (63K)
Doc #317833: Click preview link for longer preview.
BELLSOUTH
COMPENSATION DEFERRAL PLAN
(As Amended and Restated Effective January 1, 2002)
BELLSOUTH COMPENSATION DEFERRAL PLAN
TABLE OF CONTENTS
BACKGROUND AND PURPOSE 1
ARTICLE I DEFINITIONS 2
1.1 "ACCOUNT" 2
1.2 "AFFILIATE" 2
1.3 "ANNUAL BONUS" 2
1.4 "BASE SALARY" 2
1.5 "BELLSOUTH" 2
1.6 "BENEFICIARY" 2
1.7 "BOARD" 2
1.8 "BUSINESS DAY" 2
1.9 "CODE" 2
1.10 "COMPANY STOCK" 3
1.11 "COMPENSATION" 3
1.12 "CREDITED INTEREST RATE" 3
1.13 "DEFERRAL CONTRIBUTIONS" 3
1.14 "DEFERRAL ELECTION" 3
1.15 "EFFECTIVE DATE" 3
1.16 "ELECTION DEADLINE" 3
1.17 "ELECTION PACKAGE" 3
1.18 "ELIGIBLE EMPLOYEE" 3
1.19 "ERISA" 4
1.20 "INTEREST INCOME OPTION" 4
1.21 "INTEREST INCOME SUBACCOUNT" 4
1.22 "INVESTMENT ELECTION" 4
1.23 "INVESTMENT OPTIONS" 4
1.24 "PARTICIPANT" 4
1.25 "PARTICIPATING COMPANY" 4
1.26 "PLAN" 4
1.27 "PLAN ADMINISTRATOR" 4
1.28 "PLAN YEAR" 4
1.29 "SENIOR MANAGER" 4
1.30 "SHORT TERM BONUS PLAN" 5
1.31 "STOCK UNIT" 5
1.32 "STOCK UNIT OPTION" 5
1.33 "STOCK UNIT SUBACCOUNT" 5
1.34 "VALUATION DATE" 5
ARTICLE II ELIGIBILITY AND PARTICIPATION 6
2.1 ANNUAL PARTICIPATION. 6
2.2 ELECTION PROCEDURES. 6
2.3 CESSATION OF ELIGIBILITY. 6
ARTICLE III PARTICIPANTS' ACCOUNTS; DEFERRAL CONTRIBUTIONS 7
3.1 PARTICIPANTS' ACCOUNTS. 7
(a) Establishment of Accounts. 7
(b) Nature of Contributions and Accounts. 7
(c) Several Liabilities. 7
(d) General Creditors. 7
3.2 DEFERRAL CONTRIBUTIONS. 7
(a) Effective Date. 7
(b) Term. 8
(c) Deferral Election Amount. 8
(d) Revocation. 8
(e) Crediting of Deferred Compensation.8
3.3 DEFERRAL ELECTIONS AND MULTIPLE PARTICIPATING COMPANIES. 8
3.4 TERMINATION UNDER SEVERANCE ARRANGEMENT 9
3.5 VESTING. 9
3.6 DEBITING OF DISTRIBUTIONS. 9
ARTICLE IV DETERMINATION AND CREDITING OF INVESTMENT RETURN 10
4.1 GENERAL INVESTMENT PARAMETERS. 10
4.2 PARTICIPANT DIRECTION OF DEEMED INVESTMENTS. 10
(a) Nature of Participant Direction. 10
(b) Investment of Contributions. 10
(c) Investment of Existing Account Balances. 10
(d) Investment Subaccounts. 11
4.3 STOCK UNIT OPTION. 11
(a) Stock Unit Subaccount. 11
(b) Cash Dividends. 11
(c) Adjustments. 11
4.4 INTEREST INCOME OPTION. 12
(a) Interest Income Subaccount. 12
(b) Crediting of Deemed Interest. 12
(i) Amount Invested. 12
(ii) Determination of Amount. 12
4.5 GOOD FAITH VALUATION BINDING. 12
4.6 ERRORS AND OMISSIONS IN ACCOUNTS. 12
ARTICLE V PAYMENT OF ACCOUNT BALANCES 13
5.1 BENEFIT AMOUNTS. 13
(a) Benefit Entitlement. 13
(b) Valuation of Benefit. 13
(c) Conversion of Stock Units into Dollars. 13
5.2 ELECTIONS OF TIMING AND FORM. 13
(a) Timing. 13
(b) Form of Distribution. 13
(c) Multiple Selections. 14
5.3 BENEFIT PAYMENTS TO A PARTICIPANT. 14
(a) Timing. 14
(b) Form of Distribution. 14
(c) Valuation of Single Sum Payments. 14
(d) Valuation of Installment Payments. 14
(e) One-Time Modification of Certain Elections. 15
5.4 DEATH BENEFITS. 15
(a) General 15
(b) Valuation 15
5.5 BENEFICIARY DESIGNATION. 15
(a) General. 15
(b) No Designation or Designee Dead or Missing. 16
(c) Death of Beneficiary 16
5.6 TAXES. 16
ARTICLE VI CLAIMS 17
6.1 INITIAL CLAIM. 17
6.2 APPEAL. 17
6.3 SATISFACTION OF CLAIMS. 17
ARTICLE VII SOURCE OF FUNDS 18
ARTICLE VIII PLAN ADMINISTRATION 19
8.1 ACTION BY THE PLAN ADMINISTRATOR. 19
(a) Individual Administrator. 19
(b) Administrative Committee. 19
8.2 RIGHTS AND DUTIES OF THE PLAN ADMINISTRATOR. 19
8.3 BOND; COMPENSATION. 20
ARTICLE IX AMENDMENT AND TERMINATION 21
9.1 AMENDMENTS. 21
9.2 TERMINATION OF PLAN. 21
9.3 LIMITATION ON AUTHORITY. 21
(a) Plan Amendments 21
(b) Plan Termination 21
(c) Opinions of Counsel 22
ARTICLE X MISCELLANEOUS 23
10.1 TAXATION. 23
10.2 WITHHOLDING. 23
10.3 NO EMPLOYMENT CONTRACT. 23
10.4 HEADINGS. 23
10.5 GENDER AND NUMBER. 23
10.6 ASSIGNMENT OF BENEFITS. 23
10.7 LEGALLY INCOMPETENT. 23
10.8 ENTIRE DOCUMENT. 23
10.9 GOVERNING LAW. 23
EXHIBIT A
BELLSOUTH COMPENSATION DEFERRAL PLAN
Effective as of the 1st day of January, 1997, BellSouth Corporation
("BellSouth") established the BellSouth Compensation Deferral Plan (the "Plan").
The Plan is hereby amended and restated effective as of January 1, 2002.
BACKGROUND AND PURPOSE
A. Goal. BellSouth desires to provide its designated key management
employees, and those of its affiliated companies that participate in the Plan,
with an opportunity (i) to defer the receipt and income taxation of a portion of
such employees' compensation; and (ii) to receive an investment return on those
deferred amounts based on the return of BellSouth stock, an indexed rate of
interest, or a combination of the two.
B. Purpose. The purpose of the Plan is to set forth the terms and
conditions pursuant to which these deferrals may be made and deemed invested and
to describe the nature and extent of the employees' rights to their deferred
amounts.
C. Type of Plan. The Plan constitutes an unfunded, nonqualified
deferred compensation plan that benefits certain designated employees who are
within a select group of key management or highly compensated employees. Each
Participating Company alone has the obligation to pay amounts payable under this
Plan to its Plan Participants, and such payments are not an obligation of any
other Participating Company.
ARTICLE I
DEFINITIONS
For purposes of the Plan, each of the following terms, when used with
an initial capital letter, shall have the meaning set forth below unless a
different meaning plainly is required by the context.
1.1 "Account" shall mean, with respect to a Participant or
Beneficiary, the total dollar amount or value evidenced by the last balance
posted in accordance with the terms of the Plan to the account record
established for such Participant or Beneficiary with respect to the Deferral
Contributions of such Participant for any Plan Year.
1.2 "Affiliate" shall mean at any time any corporation, joint
venture or partnership in which BellSouth owns directly or indirectly, (i) with
respect to a corporation, stock possessing at least ten percent (10%) of the
total combined voting power of all classes of stock in the corporation, or (ii)
in the case of a joint venture or partnership, a ten percent (10%) or greater
interest in the capital or profits of such joint venture or partnership.
1.3 "Annual Bonus" shall mean, with respect to each Eligible
Employee for a specified Plan Year, such Eligible Employee's standard or base
award amount to be earned under the applicable Short Term Bonus Plan for such
Plan Year (and payable in the succeeding year).
1.4 "Base Salary" shall mean, with respect to each Eligible
Employee for a specified Plan Year, the gross regular, periodic base salary paid
or payable to the Eligible Employee during such Plan Year, including any of the
Eligible Employee's own before-tax and after-tax contributions to, or deferrals
under, any Code Section 401(k), Code Section 125, nonqualified deferred
compensation or other employee benefit plan or program, maintained by a
Participating Company from time to time, but excluding any contributions or
benefits paid under any such plan or program by a Participating Company.
1.5 "BellSouth" shall mean BellSouth Corporation, a Georgia corporation.
1.6 "Beneficiary" shall mean, with respect to a Participant, the
person(s) determined in accordance with Section 5.5 to receive any death
benefits that may be payable under the Plan upon the death of the Participant.
1.7 "Board" shall mean the Board of Directors of BellSouth.
1.8 "Business Day" shall mean each day on which the New York
Stock Exchange operates and is open to the public for trading.
1.9 "Code" shall mean the Internal Revenue Code of 1986, as amended.
1.10 "Company Stock" shall mean the $1.00 par value per share voting common
stock of BellSouth.
1.11 "Compensation" shall mean, for purposes of determining the
maximum amount of Base Salary that a Participant may elect to defer under the
Plan for any Plan Year, the total of such Participant's (i) annualized Base
Salary rate, and (ii) Annual Bonus amount. Such amount shall be determined as
the rate or amount in effect or applicable on September 1 of the year in which
the Participant executes a Deferral Election. For any Eligible Employee employed
by a Participating Company whose compensation structure does not readily fit
this definition, "Compensation" shall mean cash compensation as defined by the
Plan Administrator.
1.12 "Credited Interest Rate" shall mean, for each Plan Year, the
rate of return equal to Moody's Monthly Average of Yields of Aa Corporate Bonds,
as published by Moody's Investors Service, Inc., for the month of July
immediately preceding such Plan Year. If such rate (or any alternative rate
described in this sentence) is at any time no longer available, the Plan
Administrator shall designate an alternative rate which in the Plan
Administrator's reasonable judgment is generally comparable to the rate
described in the preceding sentence, and such alternative rate shall thereafter
be the Credited Interest Rate.
1.13 "Deferral Contributions" shall mean, for each Plan Year,
that portion of a Participant's Base Salary deferred under the Plan pursuant to
Section 3.2.
317833
| | |
Preview
Full Doc
| 2002 |
Contribution and Formation Agreement [Amended and Restated]
Contribution and Formation Agreement [Amended and Restated] (296K)
Doc #175558: Click preview link for longer preview.
================================================================================
AMENDED AND RESTATED
CONTRIBUTION AND FORMATION AGREEMENT
among
SBC COMMUNICATIONS INC.,
BELLSOUTH CORPORATION
and
ALLOY LLC
Dated as of April 4, 2000
================================================================================
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
ARTICLE I
DEFINITIONS AND TERMS
{S} {C}
1.4 Specific Definitions .............................................................................2
1.5 Other Terms .....................................................................................20
1.6 Other Definitional Provisions ...................................................................20
ARTICLE II
FORMATION AND CONTRIBUTIONS
2.1 Formation of Newco and Manager ..................................................................21
2.2 Contribution of SBC Wireless LLC Shares .........................................................22
2.3 Contribution of BellSouth Shares ................................................................22
2.4 Issuance of Newco LLC Units .....................................................................22
2.5 Closing .........................................................................................23
2.6 Additional Closing Deliveries by SBC ............................................................23
2.7 Additional Closing Deliveries by BellSouth ......................................................24
2.8 Deliveries by Newco .............................................................................24
2.9 SBC Additional Closing ..........................................................................24
2.10 BellSouth Additional Closing ...................................................................25
2.11 Net Debt....................................................................................... 28
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of SBC ...........................................................29
3.2 Representations and Warranties of BellSouth .....................................................41
ARTICLE IV
CERTAIN COVENANTS AND AGREEMENTS OF SBC and Bellsouth
4.1 Access and Information ..........................................................................52
4.2 Conduct of Business .............................................................................53
4.3 Registrations, Filings and Consents .............................................................57
4.4 Employee Benefit Plan/Employees .................................................................59
4.5 Transferred Businesses ..........................................................................66
4.6 Divestitures ....................................................................................66
4.7 Acquisitions by SBC or BellSouth ................................................................67
4.8 Accountants' Letter .............................................................................67
4.9 Transition Group ................................................................................67
4.10 Initial Marketing Plan .........................................................................67
4.11 [Intentionally omitted] ........................................................................68
4.12 Ancillary Agreements ...........................................................................68
4.13 Resale and Agency Agreements ...................................................................68
{/TABLE}
-i-
{PAGE}
{TABLE}
{S} {C}
4.14 Headquarters ...................................................................................68
4.15 Branding; Corporate Name .......................................................................68
4.16 Intercompany Obligations .......................................................................68
4.17 Taxes ..........................................................................................72
4.18 Business Assets ................................................................................73
4.19 Notification of Certain Matters ................................................................74
4.20 Regulatory Compliance ..........................................................................74
4.21 Control of Operations ..........................................................................75
4.22 Conversions ....................................................................................75
4.23 Certain Exclusions .............................................................................76
4.24 Consent of Third Parties .......................................................................76
4.25 Additional Properties ..........................................................................77
4.26 Consents to Additional Acquisitions ............................................................79
4.27 Intercompany Indebtedness ......................................................................80
4.28 Transaction Costs ..............................................................................80
4.29 Minority Interests .............................................................................80
4.30 Crown Castle Shares ............................................................................80
4.31 Further Assurances .............................................................................80
ARTICLE V
CONDITIONS TO CLOSING
5.1 Conditions to Each Party's Obligation to Effect the Transaction .................................81
5.2 Conditions to Obligation of BellSouth ...........................................................82
5.3 Conditions to Obligation of SBC .................................................................83
ARTICLE VI
TERMINATION
6.1 Termination .....................................................................................84
6.2 Effect of Termination ...........................................................................85
ARTICLE VII
SURVIVAL AND INDEMNIFICATION
7.1 Survival of Representations, Warranties, Covenants and Agreements; Knowledge of Breach ..........85
7.2 Indemnification by BellSouth ....................................................................86
7.3 Indemnification by SBC ..........................................................................87
7.4 Indemnification as Sole Remedy; Specific Performance ............................................88
7.5 Method of Asserting Claims, Etc .................................................................88
7.6 No Additional Recoveries. .......................................................................89
7.7 Calculation of Losses ...........................................................................90
7.8 Assignment of Claims ............................................................................90
7.9 Tower Indemnity .................................................................................90
{/TABLE}
-ii-
{PAGE}
{TABLE}
{CAPTION}
ARTICLE VIII
MISCELLANEOUS
{S} {C}
8.1 Amendment and Waiver ............................................................................91
8.2 Expenses ........................................................................................91
8.3 Public Disclosure ...............................................................................91
8.4 Assignment ......................................................................................91
8.5 Entire Agreement ................................................................................92
8.6 Fulfillment of Obligations ......................................................................92
8.7 Parties in Interest; No Third Party Beneficiaries ...............................................92
8.8 Counterparts ....................................................................................92
8.9 Section Headings ................................................................................92
8.10 Notices ........................................................................................92
8.11 Governing Law; Submission to Jurisdiction; Selection of Forum ..................................94
8.12 Submission to Jurisdiction .....................................................................94
8.13 Waiver of Jury Trial ...........................................................................95
8.14 Severability ...................................................................................95
{/TABLE}
-iii-
{PAGE}
EXHIBITS AND SCHEDULES
Exhibit A Form of Certificate of Formation of Newco
Exhibit B Form of Certificate of Incorporation of Manager
Exhibit C Form of By-laws of Manager
Exhibit D [Reserved]
Exhibit E [Reserved]
Exhibit F Form of Newco LLC Agreement
Exhibit G Form of Registration Rights Agreement
Exhibit H Form of Resale Agreements
Exhibit I Form of Agency Agreements (consisting of the Wireless Agency
Agreements and the Wireline Agency Agreements)
Exhibit J Form of Transition Services Agreement
Exhibit K Form of Management Agreement
Exhibit L Form of Intellectual Property License Agreement
Exhibit M Form of Stockholders' Agreement
Exhibit N Form of Transition Marks Agreement
Schedule 1 Excluded BellSouth Business
Schedule 2 SBC Additional Subsidiary Dates
Schedule 3 Arkansas Market and Los Angeles Market
Schedule 4 SBC Companies and Certain Definitions
Schedule 5(a) SBC Other Interests
Schedule 5(b) BellSouth Other Interests
Schedule 6(a) Value of SBC Other Interests
Schedule 6(b) Value of BellSouth Other Interests
-iv-
{PAGE}
AMENDED AND RESTATED CONTRIBUTION AND FORMATION AGREEMENT,
dated as of April 4, 2000 and amended and restated as of October 2, 2000, among
SBC Communications Inc., a Delaware corporation ("SBC"), and BellSouth
Corporation, a Georgia corporation ("BellSouth"), and Alloy LLC, a Delaware
limited liability company ("Newco").
WITNESSETH:
WHEREAS, SBC and BellSouth (each, a "Party" and, collectively,
the "Parties") wish to combine their respective Domestic mobile wireless voice
and data services businesses, to be conducted through Newco and governed by the
terms of the Newco LLC Agreement;
WHEREAS, the Boards of Directors of each Party and the Manager
of Newco have approved the Transaction;
WHEREAS, the Parties are entering into this Agreement to set
forth their agreement as to the creation of and contribution of certain assets
to Newco and the conditions to such contributions;
WHEREAS, subject to the terms and conditions set forth herein,
SBC will cause certain Subsidiaries to contribute the SBC Business to Newco,
including its indirect equity interests in the SBC Companies;
WHEREAS, subject to the terms and conditions set forth herein,
BellSouth will cause certain Subsidiaries to contribute the BellSouth Business
to Newco, including its indirect equity interests in the BellSouth Companies;
WHEREAS, in connection with the execution and delivery of this
Agreement, BellSouth, SBC and Newco will also be entering into the Newco LLC
Agreement and the Stockholders' Agreement in accordance with the terms hereof;
and
WHEREAS, the Parties intend that for federal income tax
purposes the contributions of the SBC Business and the BellSouth Business shall
(a) qualify as a transfer of assets under the provisions of Section 721 of the
Internal Revenue Code of 1986, as amended (the "Code"), and (b) not interfere
with the accounting by SBC of prior business combinations using the
"pooling-of-interests" method of accounting;
NOW, THEREFORE, in consideration of the premises and the
mutual representations, warranties, covenants and undertakings contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
{PAGE}
ARTICLE I
DEFINITIONS AND TERMS
1.4 Specific Definitions. As used in this Agreement, the following
terms shall have the meanings set forth below:
"20B2" shall mean, collectively, the properties acquired pursuant to the
Purchase Agreement between GTE Wireless Incorporated and SBC, dated as
of June 30, 2000, with respect to Texas RSA 20B2.
"AB Account" shall have the meaning set forth in Section 2.10(b).
"ABC Agreement" shall mean the ABC Holding Limited Liability Company Agreement,
dated November 13, 1998.
"ABC Holding" shall mean AB Cellular Holding, LLC, a Delaware limited liability
company.
"AB Excess" shall have the meaning set forth in Section 2.10(a).
"Additional Subsidiaries" shall mean collectively, the SBC Additional
Subsidiaries and the BellSouth Additional Subsidiary.
"Affiliates" shall mean with respect to any Person, any Person directly or
indirectly Controlling, Controlled by, or under Common Control with
such other Person at any time during the period for which the
determination of affiliation is being made.
"Agency Agreements" shall mean, collectively, the Wireline Agency Agreements and
the Wireless Agency Agreements.
"Agreement" shall mean this Contribution and Formation Agreement, the Schedules
hereto, the BellSouth Disclosure Letter, the SBC Disclosure Letter and
the Exhibits hereto, as the same may be amended or supplemented from
time to time in accordance with the terms hereof.
"Air-Ground Service" shall mean air-ground wireless voice and data service
provided pursuant to licenses issued by the FCC pursuant to Subpart G
of Part 22 of the FCC Rules and all air-ground wireless voice and data
services reasonably ancillary thereto.
"Ancillary Agreements" shall mean, collectively, the Agency Agreements,
Intellectual Property License Agreements, Newco LLC Agreement,
Registration Rights Agreement, Resale Agreements, Stockholders'
Agreement, Management
175558
|
Alloy Management
As referenced in this Contribution and Formation Agreement [Amended and Restated]:
Alloy Management Corp – management agreement between Newco and
each of the SBC Additional Subsidiaries, substantially in the form
attached hereto as Exhibit K.
"Manager" shall mean Alloy Management Corp ., a corporation to be formed as a
Delaware corporation.
"Marketing Agreement" shall have the meaning set forth in Section 4.25(e).
"
_____________
ALLOY MANAGEMENT CORP – Vice President -
Corporate Development
BELLSOUTH CORPORATION
By: /s/ Keith O. Cowan
------------------
Name: Keith O. Cowan
Title: Vice President - Corporate Development
ALLOY LLC
By: ALLOY MANAGEMENT CORP ., its Manager
By: /s/ Mark L. Feidler
-------------------
Name: Mark L. Feidler
Title: Chief Operating Officer
{/TEXT}
{/DOCUMENT}
_____________
dt 268196
;
CCI
As referenced in this Contribution and Formation Agreement [Amended and Restated]:
Crown Castle
International Corp – Credits" shall have the meaning set forth in Section 3.2(v).
"Crown Castle Shares" shall mean the shares of common stock of Crown Castle
International Corp ., a Delaware corporation, held by the BellSouth
Companies and their Subsidiaries.
"Disposition Committee" shall have the meaning set forth in Section 4.
_____________
dt 275810
;
|
Ericsson
As referenced in this Contribution and Formation Agreement [Amended and Restated]:
Ericsson Inc. – Credits. As of the Closing, the net present
value (assuming a discount rate of 12%) of the incentives available to BellSouth
Cellular from Ericsson Inc. ("Ericsson") pursuant to the letter agreement dated
May 25, 1999 between BellSouth Cellular and Ericsson (the "Ericsson Agreement")
is at least the
_____________
dt 90048
;
SBC
As referenced in this Contribution and Formation Agreement [Amended and Restated]:
SBC COMMUNICATIONS INC – g73685ex2-1.txt
{DESCRIPTION}AMENDED AND RESTATED CONTRIBUTION AND FORMATION
{TEXT}
{PAGE}
EXHIBIT 2.1
================================================================================
AMENDED AND RESTATED
CONTRIBUTION AND FORMATION AGREEMENT
among
SBC COMMUNICATIONS INC .,
BELLSOUTH CORPORATION
and
ALLOY LLC
Dated as of April 4, 2000
================================================================================
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
ARTICLE I
DEFINITIONS AND TERMS
{
_____________
SBC Communications Inc – AMENDED AND RESTATED CONTRIBUTION AND FORMATION AGREEMENT,
dated as of April 4, 2000 and amended and restated as of October 2, 2000, among
SBC Communications Inc ., a Delaware corporation ("SBC"), and BellSouth
Corporation, a Georgia corporation ("BellSouth"), and Alloy LLC, a Delaware
limited liability company ("Newco").
WITNESSETH:
WHEREAS,
_____________
SBC Communications
Inc – form such equity interests
may be.
"Seattle" shall refer to the properties acquired pursuant to the Purchase
Agreement between GTE Wireless Incorporated and SBC Communications
Inc ., dated as of June 30, 2000 with respect to Seattle, Washington.
"Stockholders' Agreement" shall mean the Stockholders' Agreement to be entered
into
_____________
SBC Communications Inc – or such other address as may be designated in
writing hereafter, in the same manner, by such person:
(a) if to SBC, to:
SBC Communications Inc .
175 E. Houston
San Antonio, TX 78205
Facsimile: (210) 351-3553
Attention: Chairman and Chief
Executive Officer
With a copy to:
SBC
_____________
SBC Communications Inc – Communications Inc.
175 E. Houston
San Antonio, TX 78205
Facsimile: (210) 351-3553
Attention: Chairman and Chief
Executive Officer
With a copy to:
SBC Communications Inc .
175 E. Houston
San Antonio, TX 78205
Facsimile: (210) 351-2298
Attention: Senior Executive Vice
President and General
Counsel
With an additional
_____________
dt 151530
;
More... |
Preview
Full Doc
| 2003 |
Contribution and Formation Agreement [Amended and Restated] [Amendment No. 2]
Contribution and Formation Agreement [Amended and Restated] [Amendment No. 2] (51K)
Doc #271301: Click preview link for longer preview.
SECOND AMENDMENT TO AMENDED AND
RESTATED CONTRIBUTION AND FORMATION AGREEMENT
SECOND AMENDMENT TO AMENDED AND RESTATED CONTRIBUTION AND FORMATION
AGREEMENT, dated and effective as of March __, 2002 (the "Second Amendment"),
by and among BellSouth Corporation, a Georgia corporation ("BellSouth"), SBC
Communications Inc., a Delaware corporation ("SBC"), and Cingular Wireless LLC,
a Delaware limited liability company ("Cingular").
W I T N E S S E T H:
WHEREAS, BellSouth and SBC entered into that certain Contribution and
Formation Agreement dated as of April 4, 2000, which was amended and restated
in its entirety as of October 2, 2000, and further amended by a First Amendment
(as so amended, the "Contribution Agreement");
WHEREAS, pursuant to the terms of the Contribution Agreement, BellSouth
and SBC transferred employees primarily related to the BellSouth Business and
the SBC Business, respectively, to Leasing Companies and caused the Leasing
Companies to assume employment-related obligations and liabilities of such
employees plus employment-related obligations and liabilities in respect of
former employees whose employment was primarily related to the BellSouth
Business and the SBC Business, respectively;
WHEREAS, the Contribution Agreement contemplates that each of BellSouth
and SBC shall contribute to Newco their respective interests in the Leasing
Companies, and that Newco shall assume the obligations and liabilities of the
Leasing Companies; and
WHEREAS, BellSouth, SBC and Cingular now desire to amend certain
provisions of the Contribution Agreement with respect to such matters;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and undertakings contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used in this Second Amendment and
not otherwise defined are used herein as defined in the Contribution
Agreement.
{PAGE}
Exhibit 2.1.1
2. Amendment to Section 4.4(c). Section 4.4(c) is amended and restated to
read in its entirety as follows:
"(c) The SBC Leasing Companies shall, as of the Transfer Date,
assume (i) all employment-related obligations and liabilities
(without regard to when such obligations and liabilities arise
or are incurred whether before or after the Transfer Date),
including obligations and liabilities under the SBC
Compensation and Benefit Plans for which representations and
warranties have been made in Section 3.1(i) herein, in respect
of the SBC Wireless Employees as of the date each such
employee becomes employed by a SBC Leasing Company and (ii)
all employment-related obligations and liabilities (without
regard to when such obligations and liabilities arose or were
incurred whether before or after the Transfer Date) in respect
of former employees whose employment was primarily related to
the SBC Business prior to the Closing Date (but excluding
obligations and liabilities relating to former employees under
tax-qualified defined contribution and defined benefit plans).
Notwithstanding the foregoing, the SBC Leasing Companies shall
not assume the obligations and liabilities, whether in respect
of current or former employees or identified groups of current
or former employees,(A) for benefits payable pursuant to SBC
Pension Plans to SBC Wireless Employees who terminate
employment prior to the Leasing Company Contribution Date to
the extent SBC Pension Plan assets for such SBC Wireless
Employees are not transferred to Newco, or (B) relating to
those SBC Compensation and Benefit Plans set forth in Appendix
4.4(c)."
3. Amendment to Section 4.4(d). Section 4.4(d) is amended and restated to
read in its entirety as follows:
"(d) The BellSouth Leasing Companies shall, as of the Transfer
Date, assume (i) all employment-related obligations and
liabilities (without regard to when such obligations and
liabilities arise or are incurred whether before or after the
Transfer Date), including obligations and liabilities under
the BellSouth Compensation and Benefit Plans for which
representations and warranties have been made in Section
3.2(i) herein, in respect of the BellSouth Wireless Employees
as of the date each such employee becomes employed by a
BellSouth Leasing Company and (ii) all employment-related
obligations and liabilities (without regard to when such
obligations and liabilities arose or were incurred whether
before or after the Transfer Date) in respect of former
employees whose employment was primarily related to the
BellSouth Business prior to the Closing Date (but excluding
obligations and liabilities relating to
271301
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Cingular
As referenced in this Contribution and Formation Agreement [Amended and Restated] [Amendment No. 2]:
Cingular Wireless Corp – Title: Chief Financial Officer
-------------------------------
SBC COMMUNICATIONS INC.
By: /s/ RANDALL STEPHENSON
-------------------------------------
Name: Randall Stephenson
--------------------------------
Title: Sr. Exec. VP & CFO
-------------------------------
CINGULAR WIRELESS LLC
By: Cingular Wireless Corp ., its
Manager
By: /s/ RICHARD G. LINDNER
-------------------------------------
Name: Richard G. Lindner
--------------------------------
Title: Chief Financial Officer
-------------------------------
-8-
{PAGE}
EXHIBIT 2.1.1
APPENDIX
_____________
dt 180287
;
|
Cingular
As referenced in this Contribution and Formation Agreement [Amended and Restated] [Amendment No. 2]:
Cingular Wireless LLC, – March __, 2002 (the "Second Amendment"),
by and among BellSouth Corporation, a Georgia corporation ("BellSouth"), SBC
Communications Inc., a Delaware corporation ("SBC"), and Cingular Wireless LLC,
a Delaware limited liability company ("Cingular").
W I T N E S S E T H:
WHEREAS, BellSouth and SBC entered into
_____________
CINGULAR WIRELESS LLC
– Name: Ronald M. Dykes
--------------------------------
Title: Chief Financial Officer
-------------------------------
SBC COMMUNICATIONS INC.
By: /s/ RANDALL STEPHENSON
-------------------------------------
Name: Randall Stephenson
--------------------------------
Title: Sr. Exec. VP & CFO
-------------------------------
CINGULAR WIRELESS LLC
By: Cingular Wireless Corp., its
Manager
By: /s/ RICHARD G. LINDNER
-------------------------------------
Name: Richard G. Lindner
--------------------------------
Title: Chief Financial Officer
-------------------------------
-8-
{PAGE}
EXHIBIT
_____________
dt 180245
;
SBC
As referenced in this Contribution and Formation Agreement [Amended and Restated] [Amendment No. 2]:
SBC
Communications Inc – AND FORMATION
AGREEMENT, dated and effective as of March __, 2002 (the "Second Amendment"),
by and among BellSouth Corporation, a Georgia corporation ("BellSouth"), SBC
Communications Inc ., a Delaware corporation ("SBC"), and Cingular Wireless LLC,
a Delaware limited liability company ("Cingular").
W I T N E S S E
_____________
SBC COMMUNICATIONS INC – hereto as of the date first written above.
BELLSOUTH CORPORATION
By: /s/ RONALD M. DYKES
-------------------------------------
Name: Ronald M. Dykes
--------------------------------
Title: Chief Financial Officer
-------------------------------
SBC COMMUNICATIONS INC .
By: /s/ RANDALL STEPHENSON
-------------------------------------
Name: Randall Stephenson
--------------------------------
Title: Sr. Exec. VP & CFO
-------------------------------
CINGULAR WIRELESS LLC
By: Cingular Wireless Corp., its
Manager
By: /
_____________
dt 178255
|
Preview
Full Doc
| 2002 |
Limited Liability Company Agreement
Limited Liability Company Agreement (286K)
Doc #271333: Click preview link for longer preview.
LIMITED LIABILITY COMPANY AGREEMENT
OF ALLOY LLC
by and among
SBC COMMUNICATIONS INC.,
SBC ALLOY HOLDINGS, INC.,
BELLSOUTH CORPORATION,
BELLSOUTH MOBILE DATA, INC.,
BSCC OF HOUSTON, INC.,
ACCC OF LOS ANGELES, INC.,
BELLSOUTH CELLULAR CORP.,
RAM BROADCASTING CORPORATION
and
ALLOY MANAGEMENT CORP.
Dated as of October 2, 2000
================================================================================
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
ARTICLE 1
Definitions
1.1. Certain Definitions......................................................................................1
ARTICLE 2
Newco and its Business
2.1. Formation; Effectiveness................................................................................16
2.2. Company Name............................................................................................16
2.3. Term....................................................................................................16
2.4. Filing of Certificate and Amendments....................................................................16
2.5. Purpose and Business; Powers; Scope of Members' Authority...............................................16
2.6. Principal Office; Registered Agent......................................................................17
2.7. Names and Addresses of Members..........................................................................17
2.8. Partnership Treatment...................................................................................18
ARTICLE 3
Representations and Warranties
3.1. Representations of SBC, SBC Holdings, BellSouth, the BellSouth
Members and Manager.....................................................................................18
ARTICLE 4
Transfer Restrictions
4.1. Transfers...............................................................................................19
4.2. Right of First Refusal..................................................................................22
4.3. Conversions and Exchanges...............................................................................24
ARTICLE 5
Management of Newco
5.1. Management of Newco.....................................................................................24
5.2. Compensation............................................................................................25
5.3. Issuances of Additional Membership Units................................................................25
5.4. Officers................................................................................................25
5.5. Contributed Entities....................................................................................26
{/TABLE}
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{TABLE}
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ARTICLE 6
Members
6.1. Powers of Members.......................................................................................26
6.2. Partition...............................................................................................26
6.3. Place of Members' Meetings..............................................................................26
6.4. Meetings................................................................................................26
6.5. Telephonic Meetings.....................................................................................27
6.6. Notice of Meetings......................................................................................27
6.7. Waivers.................................................................................................27
6.8. Quorum..................................................................................................27
6.9. Proxies.................................................................................................27
6.10. Voting Power............................................................................................27
6.11. Written Consent.........................................................................................28
6.12. Liability...............................................................................................28
6.13. Indemnification.........................................................................................28
6.14. Designation of Tax Matters Member; Tax Matters..........................................................28
ARTICLE 7
Additional Members
7.1. Admission...............................................................................................29
7.2. Acceptance of Prior Acts................................................................................30
ARTICLE 8
Capital Contributions and
Capital Accounts
8.1. Capital Contributions...................................................................................30
8.2. LLC Units...............................................................................................30
8.3. Status of Capital Contributions.........................................................................30
8.4. Capital Accounts........................................................................................31
8.5. Interest at the Contribution Closing....................................................................31
8.6. Contribution of Proceeds of Issuance of Shares..........................................................32
8.7. No Withdrawals..........................................................................................32
ARTICLE 9
Allocations
9.1. Allocation Rules........................................................................................33
{/TABLE}
-ii-
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ARTICLE 10
Distributions
10.1. Distributions...........................................................................................35
10.2. Limitations on Distributions............................................................................36
ARTICLE 11
Wireless Acquisitions
11.1. Initial Member Acquisition of Wireless Business.........................................................36
11.2. Disposition of Acquired Wireless Business...............................................................36
11.3. Fair Market Value.......................................................................................38
11.4. Acquisitions Prior to the Contribution Closing..........................................................39
ARTICLE 12
Operating Agreements; Budgets; Financial Reports
12.1. Ancillary Agreements; Exclusivity.......................................................................40
12.2. Network Preferences.....................................................................................40
12.3. Volume Discounts........................................................................................41
12.4. Initial Member Change of Control........................................................................41
12.5. Competition.............................................................................................41
12.6. Budgets.................................................................................................41
12.7. Financial Reports.......................................................................................41
12.8. Books and Records.......................................................................................42
12.9. Additional Service Territories..........................................................................42
12.10. Standstill..............................................................................................43
12.11. Payment of Debt.........................................................................................44
12.12. External Debt...........................................................................................44
12.13. Tower Transaction.......................................................................................45
12.14. Crown Castle Stock......................................................................................46
ARTICLE 13
Marketing, and New Products and Services
13.1. Generally...............................................................................................46
13.2. Newco Products and Services and Marks...................................................................46
ARTICLE 14
Intellectual Property
14.1. License Grants by Initial Members.......................................................................46
{/TABLE}
-iii-
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{TABLE}
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{S} {C}
14.2. Third Party License Grants by Newco.....................................................................47
14.3. Patents, Trade Secret, Copyright, Technology and Know-How Cross-Licenses................................47
14.4. Future Development......................................................................................47
ARTICLE 15
Termination of Newco; Liquidation
and Distribution of Assets
15.1. No Dissolution..........................................................................................47
15.2. Events Causing Dissolution..............................................................................47
15.3. Winding Up..............................................................................................48
15.4. Distribution Upon Liquidation...........................................................................49
15.5. Claims of the Members...................................................................................50
ARTICLE 16
Withdrawal of a Member
16.1. Withdrawal of a Member..................................................................................50
16.2. Effect of Withdrawal....................................................................................50
ARTICLE 17
Exchange of LLC Units; Pre-emptive Rights
17.1. Exchange of LLC Units...................................................................................50
17.2. Combinations and Subdivisions...........................................................................52
17.3. Distributions...........................................................................................52
17.4. Preemptive Rights.......................................................................................53
ARTICLE 18
Additional Agreements
18.1. Maintenance of Ultimate Parent Entity as a Party........................................................54
18.2. Certificates............................................................................................54
18.3. Miscellaneous...........................................................................................55
{/TABLE}
-iv-
{PAGE}
Exhibits
Exhibit A BellSouth Marks
Exhibit B SBC Marks
Exhibit C Initial Business Plan
Schedules
Schedule 8.1(a) Ownership
Schedule 11.4 Specified Auctions
-v-
{PAGE}
THIS LIMITED LIABILITY COMPANY AGREEMENT OF ALLOY LLC (this
"Agreement") is entered into as of October 2, 2000, by and among SBC, SBC
Holdings, BellSouth, BellSouth Mobile Data, BSCC of Houston, ACCC, BellSouth
Cellular, RAM and Manager.
WHEREAS, SBC, BellSouth and Newco have entered into an Amended
and Restated Contribution and Formation Agreement dated as of April 4, 2000 (as
such agreement may be amended and restated from time to time, the "Contribution
Agreement") providing for, among other things, the contribution of certain
assets to Newco and the conditions to such contributions;
WHEREAS, the respective boards of directors of each of
Manager, SBC, SBC Holdings, BellSouth and the BellSouth Members have approved
this Agreement;
WHEREAS, upon consummation of the transactions pursuant to the
Contribution Agreement, SBC Holdings, the BellSouth Members and Manager will
Beneficially Own Percentage Interests constituting all of the LLC Units in Alloy
LLC, a limited liability company organized under the laws of Delaware ("Newco");
WHEREAS, the continued effectiveness of this Agreement is a
condition to the consummation of the Contribution Closing; and
WHEREAS, the Parties hereto desire to make certain
representations, warranties, covenants and agreements as provided in this
Agreement.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties hereto
agree as follows:
ARTICLE 1
Definitions
1.1. Certain Definitions. (a) For the purposes of this
Agreement, the following terms shall have the following meanings:
"ACCC" shall mean ACCC of Los Angeles, Inc., a California
corporation.
"Acquired Wireless Business" shall have the meaning set forth
in Section 11.2.
"Acquiring Entity" shall mean the Entity acquiring voting
securities of SBC or BellSouth, as the case may be in a transaction or series of
transactions which constitute a Change of Control.
"Acquiring Initial Member" shall have the meaning set forth in
Section 11.2(a).
-1-
{PAGE}
"Acquisition Agreement" shall have the meaning set forth in
Section 15.3(d)(ii).
"Act" shall mean the Delaware Limited Liability Company Act,
as amended.
"Additional Member" shall have the meaning set forth in
Section 7.1.
"Advanced Services" shall mean high speed services, such as
ADSL (but not cable modems), which enable users to originate and receive high
quality voice and data services.
"Affiliate" shall mean with respect to any Person, any Person
directly or indirectly Controlling, Controlled by, or under Common Control with
such other Person at any time during the period for which the determination of
affiliation is being made.
"Agency Agreements" shall mean collectively, the Wireline
Agency Agreements and the Wireless Agency Agreements.
"Agent" or "Agency" shall mean a relationship in which a
Person sells, directly or indirectly, any Telecom Services on behalf of another
Person (the "Principal") to a third-party customer on a commission or other fee
basis where the Principal is the provider of the Telecom Services being sold and
establishes the retail price for such services.
"Agreement" shall have the meaning set forth in the Preamble.
"Ancillary Agreements" shall mean, collectively, the Agency
Agreements, Intellectual Property License Agreement, Registration Rights
Agreement, the Resale Agreements, the Stockholders' Agreement, the Management
Agreement, Transition Marks Agreement and Transition Services Agreement, in each
case substantially in the form attached as an Exhibit to the Contribution
Agreement.
"Auction" shall have the meaning set forth in Section 11.4(a).
"Auction Notice" shall have the meaning set forth in Section
11.4(a).
"Bank of America Debt" shall mean the debt issued under the
Credit Agreement.
"Bank of America Repayment Notice" shall have the meaning set
forth in Section 12.12(c).
"Bankruptcy and Equity Exception" shall have the meaning set
forth in Section 3.1(b).
A Person shall be deemed the "Beneficial Owner", and to have
"Beneficial Ownership" of, and to "Beneficially Own," any securities as to which
such Person is or may be deemed to be the beneficial owner pursuant to Rule
13d-3 and 13d-5 under the Exchange Act, as
271333
|
Alloy Management
As referenced in this Limited Liability Company Agreement:
ALLOY MANAGEMENT CORP – INC.,
BELLSOUTH CORPORATION,
BELLSOUTH MOBILE DATA, INC.,
BSCC OF HOUSTON, INC.,
ACCC OF LOS ANGELES, INC.,
BELLSOUTH CELLULAR CORP.,
RAM BROADCASTING CORPORATION
and
ALLOY MANAGEMENT CORP .
Dated as of October 2, 2000
================================================================================
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
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{S} {C}
ARTICLE 1
Definitions
1.1. Certain Definitions......................................................................................
_____________
Alloy Management Corp – all Members issued pursuant hereto. As of the Contribution Closing,
there shall be 2,000,000,010 LLC Units outstanding.
"Manager" shall mean Alloy Management Corp ., a Delaware
corporation, and any other successor Manager selected in accordance with the
terms hereof. Manager shall be a "manager" of Newco
_____________
Alloy Management Corp – BellSouth Cellular Corp. and
RAM Broadcasting Corporation
c/o BellSouth Corporation
1155 Peachtree Street, Suite 2000
Atlanta, Georgia 30309
Attention: Chief Executive Officer
Alloy Management Corp .
1100 Peachtree Street
Suite 1000
Atlanta, Georgia 30309
Attention: Chief Executive Officer
2.8. Partnership Treatment. (a) It is intended that Newco
_____________
Alloy Management Corp – with a copy to:
BellSouth Corporation
1155 Peachtree Street
Suite 2000
Atlanta, Georgia 30309
Attention: General Counsel
Facsimile: (404) 249-5948
If to Alloy Management Corp ., to:
Alloy Management Corp.
1100 Peachtree Street
Suite 1000
Atlanta, Georgia 30309
Attention: Chief Executive Officer
Facsimile: (404) 249-4488
with a
_____________
Alloy Management Corp – BellSouth Corporation
1155 Peachtree Street
Suite 2000
Atlanta, Georgia 30309
Attention: General Counsel
Facsimile: (404) 249-5948
If to Alloy Management Corp., to:
Alloy Management Corp .
1100 Peachtree Street
Suite 1000
Atlanta, Georgia 30309
Attention: Chief Executive Officer
Facsimile: (404) 249-4488
with a copy to:
SBC Communications
_____________
dt 268203
;
Cingular
As referenced in this Limited Liability Company Agreement:
CINGULAR WIRELESS LLC
– make:
- Buyout of minority partners in the BellSouth Carolinas PCS, L.P.
12
{PAGE}
AMENDMENT No. 1
To
LIMITED LIABILITY COMPANY AGREEMENT
OF CINGULAR WIRELESS LLC
by and among
SBC COMMUNICATIONS INC.,
SBC ALLOY HOLDINGS, INC.,
BELLSOUTH CORPORATION,
BELLSOUTH MOBILE DATA, INC.,
BSCC OF HOUSTON, LLC,
ACCC OF
_____________
CINGULAR WIRELESS LLC
– RAM BROADCASTING CORPORATION
and
CINGULAR WIRELESS MANAGEMENT CORP.
Dated as of January 1, 2001
{PAGE}
AMENDMENT No. 1
LIMITED LIABILITY COMPANY AGREEMENT
OF CINGULAR WIRELESS LLC
AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OF CINGULAR
WIRELESS LLC (hereinafter called this "Amendment"), dated as of January 1, 2001
_____________
CINGULAR
WIRELESS LLC – 1, 2001
{PAGE}
AMENDMENT No. 1
LIMITED LIABILITY COMPANY AGREEMENT
OF CINGULAR WIRELESS LLC
AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OF CINGULAR
WIRELESS LLC (hereinafter called this "Amendment"), dated as of January 1, 2001
by and among SBC Communications Inc., a Delaware corporation ("SBC"), SBC Alloy
_____________
Cingular Wireless LLC – Holdings, BellSouth, BellSouth Mobile Data, BSCC of
Houston; ACCC, BellSouth Cellular, RAM and Manager are parties to the Limited
Liability Company Agreement of Cingular Wireless LLC dated as of October 2, 2000
("Agreement");
WHEREAS, BSCC of Houston and ACCC transferred all of their interests in
Cingular Wireless LLC to
_____________
Cingular Wireless LLC – of Cingular Wireless LLC dated as of October 2, 2000
("Agreement");
WHEREAS, BSCC of Houston and ACCC transferred all of their interests in
Cingular Wireless LLC to ABC and Wireless Investco pursuant to Section 4.1(a) of
the Agreement;
WHEREAS, ABC and Wireless Investco desire to become parties
_____________
dt 180271
;
|
CCI
As referenced in this Limited Liability Company Agreement:
Crown Castle International Corp – of America, N.A. and the other
agents and lenders named therein.
"Crown Castle Stock" shall mean the shares of common stock of
Crown Castle International Corp ., a Delaware corporation, held by Subsidiaries
of the BellSouth Companies (as defined in the Contribution Agreement).
"Dedicated Line" shall mean an unswitched
_____________
dt 275826
;
SBC
As referenced in this Limited Liability Company Agreement:
SBC COMMUNICATIONS INC – g73685ex3-2.txt
{DESCRIPTION}LIMITED LIABILITY COMPANY AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 3.2
================================================================================
LIMITED LIABILITY COMPANY AGREEMENT
OF ALLOY LLC
by and among
SBC COMMUNICATIONS INC .,
SBC ALLOY HOLDINGS, INC.,
BELLSOUTH CORPORATION,
BELLSOUTH MOBILE DATA, INC.,
BSCC OF HOUSTON, INC.,
ACCC OF LOS ANGELES, INC.,
BELLSOUTH CELLULAR CORP.,
_____________
SBC Communications Inc – all mobile wireless voice and data services reasonably ancillary
thereto that are also provided via fixed or non-geostationary satellite.
"SBC" shall mean SBC Communications Inc ., a Delaware
corporation.
"SBC Debt" shall have the meaning set forth in Section 12.11.
"SBC Debt Threshold" shall have the meaning
_____________
SBC Communications Inc – New Castle County,
Delaware 19801.
2.7. Names and Addresses of Members. The names and
addresses of the initial Members are as follows:
SBC Communications Inc .
175 East Houston
San Antonio, Texas 78205
Attention: Chairman and Chief Executive Officer
SBC Alloy Holdings, Inc.
c/o SBC Communications Inc.
_____________
SBC Communications Inc – follows:
SBC Communications Inc.
175 East Houston
San Antonio, Texas 78205
Attention: Chairman and Chief Executive Officer
SBC Alloy Holdings, Inc.
c/o SBC Communications Inc .
175 E. Houston
San Antonio, Texas 78205
Attention: Chairman and Chief Executive Officer
BellSouth Corporation
1155 Peachtree Street
Suite 2000
Atlanta, Georgia
_____________
SBC Communications Inc – addresses (or at such other address for a
party as shall be specified by like notice):
If to SBC or SBC Holdings, to:
SBC Communications Inc .
175 E. Houston
San Antonio, Texas 78205
Attention: Chairman and Chief Executive Officer
Facsimile: (210) 351-3553
with a copy to:
SBC
_____________
dt 178267
;
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