SHAREHOLDER OPTION AGREEMENT
SHAREHOLDER OPTION AGREEMENT, dated as of February 14, 1997 (the
"Agreement" between TELEX TELECOMMUNICATIONS, INC., a Delaware corporation
("TVMAX") , and Xxxxx Xxxxxxxx (the "Shareholder").
RECITALS:
The Shareholder owns 100 shares of common stock, $.01 par value per share
(the "Common Stock"), of Transmission Holdings, Inc., a Delaware corporation
("THI").
Concurrently herewith, (i) TVMAX, certain of its affiliates and THI are
entering into an Assignment Agreement (the "Assignment"), pursuant to which
TVMAX and certain of its affiliates are assigning to THI, and THI is assuming
from TVMAX and such affiliates, effective as of the date (the "Effective Date")
of receipt of grants of all required special temporary authority from the
Federal Communications Commission ("FCC"), the various licenses and
authorizations issued by the FCC and set forth in Schedule 1 (the "Assigned
Authorizations"); and (ii) TVMAX and THI are entering into an Equipment License
and Services Agreement (the "Services Agreement"), effective as of the Effective
Date, pursuant to which TVMAX is granting to THI a non-exclusive right and
license to use certain of TVMAX's and its affiliates' microwave facilities and
related equipment, whether now owned or hereafter acquired (the "Equipment"),
and THI will be providing to TVMAX transmission capacity services through the
use of the Equipment, the Assigned Authorizations and the licenses and
authorizations that THI may obtain in the future (together with the Assigned
Authorizations, the "Authorizations").
Pursuant to the terms of the Services Agreement, THI is executing a certain
promissory note (the "Note"), dated the Effective Date, in favor of TVMAX.
In connection with, and as a condition to its entering into, the Assignment
and the Services Agreement, TVMAX desires to be granted an option by each
shareholder of THI, including the Shareholder, to purchase all of such
shareholder's shares of Common Stock, and the Shareholder is willing to grant
such option to TVMAX.
Concurrently herewith, THI is entering into an Option Agreement with TVMAX
(the "Asset Option Agreement"), pursuant to which THI is granting to TVMAX an
option (the "Asset Option") to purchase all or, in certain circumstances, some
of the assets of THI.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements set forth herein, the parties agree as follows:
1. Option to Purchase Shares or Capital Stock of THI.
(a) At any time during the Term (as defined below), TVMAX may, by giving
written notice to the Shareholder of its election to do so (the "Exercise
Notice"), require the Shareholder to sell to TVMAX, or such other person (the
"Nominee") as TVMAX may designate, all, but not less than all, of the Company
Shares (as defined below) owned by the Shareholder on the Closing Date (as
defined below) (the "Shares"), for a purchase price equal to the lesser of (the
"Purchase Price") (i) the book value (calculated in accordance with generally
accepted accounting principles) of the Shares on and as of the Closing Date and
(ii) the purchase price paid for the Shares by the Shareholder plus a premium of
10% per annum, compounded annually from the date of such purchase to the Closing
Date. Upon delivery of the Exercise Notice by TVMAX to the Shareholder, TVMAX
shall be obligated to buy from the Shareholder, and the Shareholder shall be
obligated to sell to TVMAX, on the Closing Date the Shares for the Purchase
Price.
(b) For the purposes hereof, "Company Shares" of the Shareholder means and
includes all shares of capital stock of THI now owned or hereafter acquired,
beneficially or of record, by such Shareholder, irrespective of the time and
manner of acquisition, including without limitation any securities resulting
from a stock split, combination, recapitalization, dividend or exchange of
Company Shares.
(c) Closing. The closing of the purchase and sale of the Shares (the
"Closing") pursuant to Section l(a) shall take place at the offices of Kronish,
Lieb, Weiner, Xxxxxxx LLP, at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx
00000, on the earlier of (the "Closing Date") (i) the date and time specified by
TVMAX in the Exercise Notice, which date shall be at least 15 days but no more
than 60 days from the date of such notice, or (ii) at least 10 days but no more
than 30 days after the satisfaction of all of the conditions specified in
Sections 9 and 10 hereof. At the Closing, (i) TVMAX (or the Nominee) shall pay
the Purchase Price to the Shareholder, by, at TVMAX's option, wire transfer of
immediately available funds, bank or certified check, or otherwise as may be
agreed by TVMAX and the Shareholder, and (ii) the Shareholder shall deliver to
TVMAX (or the Nominee) (A) the certificates representing the Shares together
with such instruments as TVMAX shall reasonably request to effect the transfer
thereof, (B) all necessary stock transfer stamps or funds for the purchase
thereof (or so much thereof as is then due and payable), and (C) a certificate
executed by the Shareholder containing representations to the effect that the
Shareholder owns all right, title and interest in and to such
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Shares, free and clear of all liens, claims, rights or other encumbrances, that
he has duly authorized the sale of such Company Shares hereunder, and that all
of the conditions to TVMAX's obligations to consummate the Closing have been
satisfied on or prior to the date thereof.
2. Forbearances Related to the Options. The Shareholder hereby covenants
and agrees that, during the Term, he shall take, or cause to be taken, all
actions that would cause THI to perform, comply with and be bound by, each of
the agreements, covenants and obligations of THI contained in the Note.
3. Term of the Option. TVMAX may give the Exercise Notice at any time
beginning on the Effective Date and ending on the earlier of (the "Term") (i)
tenth anniversary of the Effective Date and (ii) the date of closing of the
exercise by TVMAX of the Asset Option pursuant to the Asset Option Agreement.
4. Covenants of the Parties.
(a) Preservation of THI Assets; Accounts. During the Term, the Shareholder
shall take, or cause to be taken, all action necessary to cause THI to (i)
preserve, protect, renew and keep in full force and effect its existence,
rights, licenses (including, without limitation, the Authorizations), permits,
patents, trademarks, trade names and franchises, (ii) comply with all laws and
regulations applicable to it, (iii) preserve, repair and maintain all assets and
properties utilized in the conduct of its business, and (iv) maintain complete
and accurate accounting books and records which shall reflect the transactions
of the business of THI and the book value of the assets of THI in accordance
with generally accepted accounting principles consistently applied.
(b) Acquisitions and Dispositions of Company Shares. The option granted to
TVMAX hereunder shall follow the Company Shares of the Shareholder in the event
of any Transfer (as defined below) thereof and shall be binding upon any
purchaser, assignee, pledgee or Transferee of the Shareholder. From and after
the date of the Exercise Notice, the Shareholder may not acquire or Transfer any
Company Shares, except with the prior consent of TVMAX. For the purposes hereof,
"Transfer," as to any Company Shares, means any sale, exchange, assignment, the
creation of any option or right to purchase, security interest or other
encumbrance, and any other disposition of any kind whether voluntary or
involuntary, affecting title to, possession of or voting rights in respect of
such Company Shares, or any interest therein.
(c) Legend. Each certificate representing Company Shares now or hereafter
registered in the name of the Shareholder (or any permitted purchaser, assignee,
pledges or Transferee), shall be endorsed with a legend substantially as
follows:
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"The shares presented by this certificate are subject to an option to
purchase such shares exercisable at any time by TVMAX Telecommunications,
Inc. ("TVMAX") pursuant to a Shareholder Option Agreement, dated as of
February 14, 1997, between TVMAX and Xxxxx Xxxxxxxx. The holder of this
certificate, by acceptance hereof, agrees to be bound by all the terms of
such Agreement, as the same may be in effect from time to time."
(d) FCC Consent; Etc. Promptly after his receipt of the Exercise Notice,
the Shareholder shall, and shall cause THI to, (i) apply for and use its
reasonable efforts to obtain, to the extent required by law, the consent of the
FCC to a transfer of control of THI (the "FCC Consent") and (ii) use the
Shareholder's and THI's reasonable efforts (without expenditure of any funds by
the Shareholder) to satisfy the other conditions contained herein and in the
notice of exercise of such option.
5. Further Assurances; Renegotiation Upon FCC Action; Power of Attorney.
(a) Further Assurances. Each party hereto shall cooperate fully with the
other party and shall use all reasonable efforts to take, or cause to be taken,
all appropriate action, do or cause to be done all things necessary, proper or
advisable under applicable laws, and execute and deliver such documents and
other papers as may be required or appropriate to carry out the provisions of
this Agreement and consummate and make effective the transactions contemplated
hereby, including, without limitation, to take such further action as may be
necessary or desirable to comply with the requirements of the FCC, including,
without limitation (i) the execution and delivery of such further instruments
and documents or amendments to this Agreement as may reasonably be acceptable to
the FCC and (ii) the application for, and obtaining from, the FCC any interim
authorizations that may be necessary or desirable to assure the continued
operation of the THI Business pending the Closing.
(b) Renegotiation Upon FCC Action. If at any time during the term of this
Agreement the FCC determines that this Agreement is inconsistent with THI's
licensee obligations or is otherwise contrary to FCC policies, rules and
regulations, or statutes, the parties shall renegotiate this Agreement in good
faith and recast this Agreement in terms that are likely to cure the defects
perceived by the FCC and return a balance of benefits to both parties comparable
to the balance of benefits provided by this Agreement on its current terms and
by related agreements, of even date herewith, between the parties. If, after
such good faith negotiations, either party determines that recasting this
Agreement to meet the defects perceived by the FCC is impossible, either party
may terminate this Agreement without further liability upon 180 days' prior
notice, provided that FCC consent for a wind-down period of such length is
obtained.
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(c) Power of Attorney. In furtherance of the foregoing, the Shareholder
does hereby constitute and appoint TVMAX, with effect from the date of the
Exercise Notice, as his true and lawful representative and attorney-in-fact, in
his name, place and xxxxx, at TVMAX's own cost and expense, to make, execute,
sign and file with the FCC or other authority all such applications, other
instruments, documents, and certificates, which in each case, may from time to
time be required by applicable law to obtain all authorizations, consents,
approvals, licenses, franchises, permits and certificates by or of all
governmental bodies, including, but not limited to, the FCC, which TVMAX may
deem necessary to effect the valid transfer and assignment of the shares to
TVMAX (or the Nominee).
6. Representations and Warranties of THI. THI hereby represents and
warrants to TVMAX:
(a) Organization, Power Etc. THI is a corporation duly organized, validly
existing, and in good standing under the laws of the jurisdiction in which it
was organized and is duly qualified to do business in the jurisdictions in which
it conducts business where failure to do so would have a material adverse effect
on its financial condition. THI has all requisite power and authority to own,
operate, and lease its properties and to carry on its business (including the
THI Business) as now being conducted and to execute and deliver this Agreement
and to perform its obligations hereunder.
(b) Subsidiaries. Etc. THI does not own of record or beneficially, directly
or indirectly, (i) any shares of outstanding capital stock or securities
convertible into capital stock of any other corporation or (ii) any
participating interest in any limited liability company, partnership, joint
venture, or other non-corporate business enterprise.
(c) Authorization of Agreement. The execution, delivery, and performance of
this Agreement by THI and the consummation by it of the transactions
contemplated hereby have been duly authorized by all requisite corporate action.
This Agreement (assuming the due execution and delivery hereof by all other
parties) constitutes the legal, valid and binding obligation of THI, enforceable
in accordance with its terms except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws
from time to time in effect which affect creditors' rights generally and by
legal and equitable limitations on the availability of specific performance and
other equitable remedies.
(d) Effect of Agreement. The execution and delivery by it of this Agreement
and the consummation by it of the transactions contemplated hereby will not
violate any provision of law, its Certificate of Incorporation, By-laws, or any
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judgment, award, or decree or any indenture, agreement, or other instrument to
which it is a party, or by which it or any of its properties or assets is bound,
or conflict with, result in a breach of or constitute (with due notice or lapse
of time or both) a default under, any such indenture, agreement, or other
instrument, or result in the creation or imposition of any lien, charge,
security interest, or encumbrance of any nature whatsoever upon any of its
properties or assets, which violation, breach, default, or lien would have a
material adverse effect on its financial condition.
(e) Governmental Approvals. Other than the FCC Consent, no approval,
authorization, consent, or order or action of or filing with any court,
administrative agency or other governmental authority is required for the
execution and delivery by it of this Agreement or the consummation by it of the
transactions contemplated hereby.
(f) Financial Condition. Except as set forth on the Opening Balance Sheet,
THI has no liabilities, whether absolute, accrued, or contingent, whether or not
such liabilities would be required to be reflected on a balance sheet of THI as
of the date hereof prepared in accordance with generally accepted accounting
principles.
(g) Litigation. There are no actions, suits, or proceedings with respect to
the business of THI pending or, to the knowledge of THI, threatened before or by
any federal, state, municipal, foreign, or other court, governmental department,
commission, board, bureau, agency or instrumentality, or arbitration tribunal.
To the knowledge of THI, there are no orders, judgments or decrees of any court
or governmental agency, domestic or foreign, which apply, in whole or in part,
to THI, which would have a material adverse effect on the financial condition,
business, or operations of THI.
(h) Compliance With Law. THI is not in default under any order of any
court, governmental authority or arbitration board or tribunal to which it is a
party, and, to the knowledge of THI, it has not been notified that it is in
violation of any laws, ordinances, governmental rules, or regulations to which
it is subject or has failed to obtain any licenses, permits, franchises, or
other governmental authorizations necessary to the ownership of its assets and
properties or to the conduct of the business, the violation or which or failure
to obtain might reasonably be expected, individually or in the aggregate, to
materially adversely affect the operations or condition (financial or other) of
THI.
(i) THI and the THI Business. THI has good title to all of the assets
comprising the THI Business and all of the assets used in and relating to the
THI Business, free and clear of all liens, encumbrances and security interests
of any kind.
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Each of the Operative Agreements is in full force and effect and is assignable
to TVMAX or the TVMAX Nominee, as the case may be, pursuant to the terms
thereof. The Authorizations are in full force and effect, and there is no
proceeding pending before the FCC, or, to the knowledge of THI, threatened, that
could result in the revocation or material impairment of one or more of the
Authorizations. The THI Business has been operated in accordance with FCC rules,
regulations and policies in all material respects.
7. Representations and Warranties of TVMAX. The Shareholder represents and
warrants to THI as follows:
(a) Organization, Power, Etc. To the best of the Shareholder's knowledge,
TVMAX is a corporation duly organized, validly existing, and in good standing
under the laws of the jurisdiction in which it was organized and is qualified to
do business in each jurisdiction where the failure to do so would have a
material adverse effect on its financial condition.
(b, Authorization of Agreements. The Shareholder has all requisite power
and authority to execute and deliver this Agreement and to perform his
obligations hereunder. This Agreement (assuming the due execution and delivery
hereof by TVMAX) constitutes the legal, valid and binding obligation of the
Shareholder, enforceable in accordance with its terms except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws from time to time in effect which
affect creditors' rights generally and by legal and equitable limitations on the
availability of specific performance and other equitable remedies.
(c) Effect of Agreement. The execution and delivery by the Shareholder of
this Agreement and the consummation by him of the transactions contemplated
hereby will not violate any provision of law, or any judgment, award, or decree
or any indenture, agreement, or other instrument to which he is a party, or by
which he or any of his properties or assets is bound.
(d) Governmental Approvals. Other than the FCC Consent, no approval,
authorization, consent, or order or action of or filing with any court,
administrative agency or other governmental authority is required for the
execution and delivery by the Shareholder of this Agreement or the consummation
by him of the transactions contemplated hereby.
8. Conditions Precedent to the Obligations of TVMAX. The obligations of
TVMAX to consummate the Closing are subject to the satisfaction in all material
respects at or prior to such closing of each of the following conditions:
(a) Accuracy of Representations and Warranties. The representations and
warranties of the Shareholder contained
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herein or in any certificate or document delivered to TVMAX pursuant hereto, and
the representations and warranties of THI contained in the Asset Option
Agreement, shall he true and correct in all material respects on and as of the
date of such closing as though made at and as of that date, and the Shareholder
and THI shall have delivered to TVMAX an appropriate certificate to such effect
regarding their respective representations and warranties.
(b) Compliance with Covenants. The Shareholder shall have performed and
complied with all terms, agreements, covenants, and conditions of this Agreement
to be performed or complied with by him at the Closing, and shall have delivered
to TVMAX a certificate to such effect.
(c) Opinions of Counsel. TVMAX shall have received an opinion of counsel to
THI, in form and substance satisfactory to TVMAX.
(d) Legal Actions or Proceedings. No legal action or proceeding shall have
been instituted or threatened seeking to restrain, prohibit, invalidate, or
otherwise affect the consummation of the transactions contemplated hereby or
which would, if adversely decided, materially adversely affect the operation by
TVMAX of the business of THI.
(e) Approvals and Consents. There shall have been obtained and continue in
full force and effect all authorizations, consents, approvals, licenses,
franchises, permits and certificates by or of all governmental bodies,
including, but not limited to, the FCC, and of all other third persons which
TVMAX may deem necessary to permit the consummation of the Closing, and to
effect the valid transfer and assignment of the Shares to TVMAX (or the Nominee)
free and clear of any liens, encumbrances and other security interests.
9. Conditions Precedent to the Obligations of the Shareholder. The
obligations of the Shareholder to consummate the Closing are subject to the
satisfaction in all material respects at or prior to the Closing of each of the
following conditions:
(a) Accuracy of Representations and Warranties. The representations and
warranties of TVMAX contained in this Agreement or in any certificate or
document delivered pursuant hereto shall be true and correct in all material
respects on and as of such date as though made at and as of that date, and TVMAX
shall have delivered a certificate, signed by the President or a Vice President
of TVMAX (an "TVMAX Officer's Certificate"), to such effect.
(b) Compliance with Covenants. TVMAX shall have performed and complied with
all terms, agreements, covenants and
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conditions of this Agreement to be performed or complied with by TVMAX at such
date, and TVMAX shall have delivered an TVMAX Officer's Certificate to such
effect.
(c) All Proceedings To Be Satisfactory. All corporate and other proceedings
to be taken by TVMAX in connection with the transactions contemplated hereby and
all documents incident thereto shall be reasonably satisfactory in form and
substance to THI and its counsel.
10. Indemnification. TVMAX shall indemnify, defend and hold the Shareholder
harmless from and against any and all losses, liabilities, obligations, damages,
claims, deficiencies, amounts paid in settlement, assessments, judgments,
penalties, costs and expenses (including, without limitation, reasonable
attorneys' and other professionals' fees and charges incurred in connection with
investigating, defending or preparing to defend any notices, actions, suits or
proceedings) based upon, attributable to, arising out of or resulting from any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, to which the Shareholder is, or
threatened to be made, a party by reason of the fact that he is or was a
director, officer, employee or agent of THI, provided, that the Shareholder
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of THI, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe that his conduct was unlawful.
11. Notices. All notices, consents, instructions and other communications
required or permitted under this Agreement (collectively, "Notice") shall be
effective only if given in writing and shall be considered to have been duly
given when (i) delivered by hand, (ii) sent by telecopier (with receipt
confirmed), provided that a copy is mailed (on the same date) by certified or
registered mail, return receipt requested, postage prepaid, or (iii) received by
the addressee, if sent by Express Mail, Federal Express or other reputable
express delivery service (receipt requested), or by first class certified or
registered mail, return receipt requested, postage prepaid. Notice shall be sent
in each case to the appropriate addresses or telecopier numbers set forth below
(or to such other addresses and telecopier numbers as a party may from time to
time designate as to itself by notice similarly given to the other parties in
accordance herewith, which shall not be deemed given until received by the
addressee). Notice shall be given:
1) to TVMAX:
0000 Xxxx Xxxxxxxxxxx Xxxx
Xxxxxx, Xxxxx 00000
Attention: General Counsel
Telecopier: (000) 000-0000
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with a copy to:
Kronish, Lieb, Weiner & Xxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxx X. Xxxxxxxxx, Esq.
Telecopier: (000) 000-0000
2) to the Shareholder:
Xx. Xxxxx Xxxxxxxx
0000 Xxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000
Telecopier: (000) 000-0000
12. Amendments. This Agreement may not be amended or terminated nor may any
provision hereof be waived except by a writing signed by or on behalf of all
parties hereto or, in the case of a waiver, by the party against which such
waiver may be asserted.
13. Entire Agreement. This Agreement, including all Schedules hereto, and
the other writings referred to herein or delivered pursuant hereto contain the
entire agreement among the parties with respect to the subject matter hereof and
supersede all prior and contemporaneous arrangements or understandings with
respect thereto.
14. Severability. Except as provided in Section 5(b), any provision of this
Agreement that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
15. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, and it shall not be necessary in
making proof of this Agreement to produce or account for more than one such
counterpart.
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16. Assignment. This Agreement, and the rights and obligations of the
parties hereunder shall not be assigned or delegated (by operation of law or
otherwise), in whole or in part, by either party without the prior written
consent of the other party hereto, except that TVMAX shall have the right to
designate a Nominee pursuant to Section l(a). The provisions of this Agreement
shall bind and inure to the benefit of the respective permitted successors and
assigns of the parties.
17. Governing Law. This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the law of
the State of New York applicable to contracts entered into and to be performed
wholly within such state.
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18. Headings. The descriptive headings of the several Sections of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.
IN WITNESS WHEREOF, this Shareholder Option Agreement has been duly
executed and delivered by or on behalf of the parties hereto as of the date
first above written.
TVMAX TELECOMMUNICATIONS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Vice President
___________________________________
Xxxxx Xxxxxxxx
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SCHEDULE 1
To the Option Agreement
Attached hereto is a list of the Authorizations effective as of February 14,
1997.
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SCHEDULE 1
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LICENSE NAME FCC FILE NUMBER FCC CALL SIGN
--------------------------------------------------------------------------------
TVMAX TELECOMMUNICATIONS, INC. 726174 WNTZ720
TVMAX TELECOMMUNICATIONS, INC. 9602724168 WPJF208
TVMAX TELECOMMUNICATIONS, INC. 9507718013 WNTZ719
TVMAX TELECOMMUNICATIONS, INC. 9602724015 WPJE780
IRPC ARIZONA INC 793687 WNTS892
IRPC ARIZONA INC 96037244684 WNTS893
TVMAX TELECOMMUNICATIONS, INC. 726651 WPJF813
TVMAX TELECOMMUNICATIONS, INC. 9506716203 WNTZ721
TVMAX TELECOMMUNICATIONS, INC. 9603725256 WPJF741
TVMAX TELECOMMUNICATIONS, INC. 9505715056 WNTZ484
TVMAX TELECOMMUNICATIONS, INC. 9511721060 WNTY545
TVMAX TELECOMMUNICATIONS, INC. 9603725255 WPJF740
TVMAX TELECOMMUNICATIONS, INC. 9603725235 WNTY541
TVMAX TELECOMMUNICATIONS, INC. 0000000000 WNTY543
TVMAX TELECOMMUNICATIONS, INC. 9604725657 WPJA219
TVMAX TELECOMMUNICATIONS, INC. 9511721683 WPJA220
TVMAX TELECOMMUNICATIONS, INC. 9507718021 WNTZ986
TVMAX TELECOMMUNICATIONS, INC. 9507718011 WNTT455
TVMAX TELECOMMUNICATIONS, INC. 725908 WPJF314
TVMAX TELECOMMUNICATIONS, INC. 9506716879 WPJA554
TVMAX TELECOMMUNICATIONS, INC. 9506716149 WNTZ728
TVMAX TELECOMMUNICATIONS, INC. 0000000000 WPJD444
TVMAX TELECOMMUNICATIONS, INC. 9601723129 WNTZ861
XXXXXX PACIFIC CABLEVISION 9602723753 WNTM202
XXXXXX PACIFIC CABLEVISION 775401 WNTK644
XXXXXX PACIFIC CABLEVISION 9511721061 WNTP503
XXXXXX PACIFIC CABLEVISION 798856 WNTU342
TVMAX TELECOMMUNICATIONS, INC. 727153 WPJD443
TVMAX TELECOMMUNICATIONS, INC. 727646 WPNB396
XXXXXX PACIFIC CABLEVISION 9507718014 WNTU344
TVMAX TELECOMMUNICATIONS, INC. 9505715055 WNTZ483
TVMAX TELECOMMUNICATIONS, INC. 9602724017 WPJE782
TVMAX TELECOMMUNICATIONS, INC. 727460 WPNB364
TVMAX TELECOMMUNICATIONS, INC. 9507716611 WNTZ863
XXXXXX PACIFIC CABLEVISION 783103 WNTP502
XXXXXX PACIFIC CABLEVISION 9511721062 WNTM733
TVMAX TELECOMMUNICATIONS, INC. 725909 WPJF315
TVMAX TELECOMMUNICATIONS, INC. 727647 WPNB397
TVMAX TELECOMMUNICATIONS, INC. 9506716607 WNTZ860
TVMAX TELECOMMUNICATIONS, INC. 9603725254 WPJF739
TVMAX TELECOMMUNICATIONS, INC. 9602724016 WPJE781
TVMAX TELECOMMUNICATIONS, INC. 9507718020 WNTZ985
XXXXXX PACIFIC CABLEVISION 702728 WNTV718
TVMAX TELECOMMUNICATIONS, INC. 9506716610 WNTZ862
TVMAX TELECOMMUNICATIONS, INC. 9506716612 WNTZ864
TVMAX TELECOMMUNICATIONS, INC. 727461 WPNB365
TVMAX TELECOMMUNICATIONS, INC. 727532 WNTP850
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Page 1
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LICENSE NAME FCC FILE NUMBER FCC CALL SIGN
--------------------------------------------------------------------------------
TVMAX TELECOMMUNICATIONS, INC 727533 WPJC636
TVMAX TELECOMMUNICATIONS, INC 0000000000 WPJC635
TVMAX TELECOMMUNICATIONS, INC 726170 WPJF328
TVMAX TELECOMMUNICATIONS, INC 726173 WPJF330
TVMAX TELECOMMUNICATIONS, INC 726171 WPJF329
TVMAX TELECOMMUNICATIONS, INC 726172 WPJF342
TVMAX TELECOMMUNICATIONS, INC 9604725253 WPJF742
TVMAX TELECOMMUNICATIONS, INC 9604725475 WPJF424
TVMAX TELECOMMUNICATIONS, INC 9603725252 WPJF738
TVMAX TELECOMMUNICATIONS, INC 9511721154 WPJC631
TVMAX TELECOMMUNICATIONS, INC 9511721155 WPJC632
TVMAX TELECOMMUNICATIONS, INC 9511721156 WPJC633
TVMAX TELECOMMUNICATIONS, INC 9511721157 WPJC634
TVMAX TELECOMMUNICATIONS, INC 9509719902 WPJB536
TVMAX TELECOMMUNICATIONS, INC 9604725852 WNTM918
TVMAX TELECOMMUNICATIONS, INC 9604725851 WPJF667
TVMAX TELECOMMUNICATIONS, INC 9604725853 WNTN793
TVMAX TELECOMMUNICATIONS, INC 9601723134 WNTZ572
TVMAX TELECOMMUNICATIONS, INC 0000000000 WNTX955
TVMAX TELECOMMUNICATIONS, INC 0000000000 WPJD340
TVMAX TELECOMMUNICATIONS, INC 9511721464 WPJD341
TVMAX TELECOMMUNICATIONS, INC 9602723898 WPJE955
TVMAX TELECOMMUNICATIONS, INC 9505715274 WNTN239
TVMAX TELECOMMUNICATIONS, INC 0000000000 WNTZ567
TVMAX TELECOMMUNICATIONS, INC 9505715225 WNTZ568
TVMAX TELECOMMUNICATIONS, INC 9505715227 WNTZ570
TVMAX TELECOMMUNICATIONS, INC 9505715228 WNTZ571
TVMAX TELECOMMUNICATIONS, INC 9505715223 WNTZ566
SUNSHINE TV ENTERTAINMENT 9505715047 WNTN784
SUNSHINE TV ENTERTAINMENT 702293 WNTV452
SUNSHINE TV ENTERTAINMENT 798584 WNTN784
SUNSHINE 1V ENTERTAINMENT 9505715044 WNTY540
SUNSHINE TV ENTERTAINMENT 0000000000 WNTX646
SUNSHINE TV ENTERTAINMENT 9412710184 WNTX645
SUNSHINE JV ENTERTAINMENT 9412710183 WNTX644
SUNSHINE TV ENTERTAINMENT 702546 WNTU230
SUNSHINE TV ENTERTAINMENT 727432 WPNB362
SUNSHINE TV ENTERTAINMENT 9505715048 WNTZ580
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EXHIBIT lO.2l
LIST OF SHAREHOLDBRS OF THI
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