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EXHIBIT 2.2
FORM OF
AGREEMENT AND PLAN OF CONVERSION
OF
ALAMOSA PCS LLC,
A TEXAS LIMITED LIABILITY COMPANY
INTO
ALAMOSA PCS HOLDINGS, INC.,
A TEXAS CORPORATION
THIS AGREEMENT AND PLAN OF CONVERSION dated as of __________, 2000 (the
dated as of "AGREEMENT"), is entered into by the Members of Alamosa PCS LLC, a
Texas limited liability company.
RECITALS
WHEREAS, the Members of Alamosa PCS LLC, a Texas limited liability
company, desire to convert the entity to Alamosa PCS Holdings, Inc., a Texas
corporation;
WHEREAS, following the conversion, Alamosa PCS LLC, will continue its
existence in the organizational form of Alamosa PCS Holdings, Inc., a Texas
corporation;
WHEREAS, pursuant to Section 3.1 of the Regulations of Alamosa PCS LLC,
this Agreement has been approved by the Members by Super-Majority Approval
(i.e., the approval of Members holding at least seventy-six percent (76%) of
the percentage interests of all Members).
AGREEMENT
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, the parties hereby agree as follows:
A. Pursuant to Section 3.1 of the Regulations of Alamosa PCS LLC, this
Agreement was approved by the Members by Super-Majority Approval (i.e, the
approval of Members holding at least seventy-six percent (76%) of the percentage
interests of all Members) at a duly called meeting of the Members on
___________, 2000. A certified copy of the minutes of the meeting of the Members
will be on file at the offices of Alamosa PCS LLC (prior to the conversion) and
Alamosa PCS Holdings, Inc. (after the conversion).
B. The conversion of Alamosa PCS LLC to Alamosa PCS Holdings, Inc. is
to occur upon the filing of Articles of Conversion of Alamosa PCS LLC and
Articles of Incorporation of Alamosa PCS Holdings, Inc. with the Secretary of
State of the State of Texas. A copy of the Articles of Conversion of Alamosa PCS
LLC and a copy of the Articles of Incorporation of Alamosa PCS Holdings, Inc.
will be on file at the offices of Alamosa PCS LLC (before the conversion) and
Alamosa PCS Holdings, Inc. (after the conversion).
Agreement and Plan of Conversion
ALAMOSA PCS LLC
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C. After the conversion, Alamosa PCS Holdings, Inc. will continue the
business of Alamosa PCS LLC and assume all liabilities and obligations of
Alamosa PCS LLC. Alamosa PCS Holdings, Inc. will be responsible for, and
obligated to pay, all applicable Texas franchise tax and related fees of Alamosa
PCS LLC, if the same are not timely paid.
D. Upon the conversion of Alamosa PCS LLC, the Members will exchange
their membership interests in Alamosa PCS LLC for shares of common stock in
Alamosa PCS Holdings, Inc. There will be a total of 48,500,008 shares of common
stock issued to the Members upon the conversion, and each Member will receive
the number of shares of common stock equal to the product of (i) such Member's
percentage interest in Alamosa PCS LLC as of the date hereof, multiplied by (ii)
48,500,008 shares of common stock to be issued upon conversion. Therefore, each
Member will own the following number of shares of stock in Alamosa PCS Holdings,
Inc.:
Member/Shareholder Number of Shares of Common Stock
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Rosewood Telecommunications, L.L.C. 9,725,000
South Plains Advanced Communications &
Electronics, Inc. 8,652,085
West Texas PCS, LLC 7,072,915
Xxxxxx Telecommunications, Inc. 5,100,000
Plateau Telecommunications, Incorporated 3,000,000
Tregan International Corp. 3,000,000
XIT Telecommunication & Technology, Inc. 2,750,000
LEC Development, Inc. 2,500,000
Xxx-Xxx Telecommunications, Inc. 2,500,000
Longmont PCS, LLC 1,000,000
J&M Family Partnership Ltd. 666,435
Five S, Ltd. 593,200
Yellow Rock PCS, L.P. 400,000
Xxxx St. Clair 292,938
Harness, Ltd. 292,938
Xxxx Xxxxx 288,056
Xxxx Xxxxxxx 178,205
W. Xxx Xxxxx 97,647
Xxxxx Xxxxxxxx 73,235
Agreement and Plan of Conversion
ALAMOSA PCS LLC
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Xxxxx X. Xxxxxxxx 48,823
Xxxxx Xxxxx 48,823
Xxxxx Xxxxxxx 48,824
Xxxxx Xxx Xxxxx 24,412
Xxxxxx Xxxxxx 24,412
Xxxxx Xxxxxx 24,412
Xxxx Xxxxx 24,412
Xxxx XxXxxxxx 24,412
Xxxxxxx Xxxxxxxx 24,412
Xxx XxXxxx 24,412
E. A copy of this Agreement will be kept on file at the offices of
Alamosa PCS Holdings, Inc. and any shareholder (or former Member of Alamosa PCS
LLC) may request a copy at no charge at any time.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
SIGNATURE PAGE(S) TO FOLLOW.
Agreement and Plan of Conversion
ALAMOSA PCS LLC
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IN WITNESS WHEREOF, the undersigned Manager certifies that this
Agreement has been adopted by the Members at a meeting of the Members as of the
date first written above.
ALAMOSA PCS LLC,
a Texas limited liability company
By:
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Xxxxx X. Xxxxxxxx,
Manager
Agreement and Plan of Conversion
ALAMOSA PCS LLC
