EXHIBIT 3.57
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
VALOR TELECOMMUNICATIONS ENTERPRISES II, LLC
This Amended and Restated Limited Liability Company Agreement (this
"Agreement") of Valor Telecommunications Enterprises II, LLC, is entered into
effective as of this 31st day of January, 2002 by Valor Telecommunications
Southwest II, LLC, as the sole member (the "Member") and Valor
Telecommunications Enterprises II, LLC (the "Company").
The Company was formed on June 8, 2001 by the Initial Member as a sole
member limited liability company pursuant to the Delaware Limited Liability
Company Act (the "Delaware Act"), Del. Code Xxx. tit. 6 Sections 18-101 et seq.
The Member desires to amend and restate the Original Agreement.
The Company has filed a Form 8832 with the Internal Revenue Service
electing for federal income tax purposes to be an association taxable as a
corporation.
The parties further agree as follows:
1. Name. The name of the limited liability company is Valor
Telecommunications Enterprises II, LLC.
2. Purpose. The Company was organized for the object and purpose of
holding equity interests in certain companies and exercising all rights and
privileges incident thereto, and engaging in any and all activities necessary,
desirable, or incidental to the foregoing and engaging in any other lawful
activities.
3. Registered Office. The address of the registered office of the
Company in the State of Delaware is 0000 Xxxxxxxxxxx Xxxx, Xxx. 000, Xxxxxxxxxx,
XX.
4. Registered Agent. The name of the registered agent of the Company
for service of process on the Company in the State of Delaware is Corporation
Service Company.
5. Members. The name and address of the Member, which is the sole
member of the Company, is as follows:
Valor Telecommunications Southwest II, LLC
Las Colinas Tower I
000 X. Xxxx Xxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
6. Management. The business and affairs of the Company shall be
managed by the Member. The Member shall have the power to do any and all acts
necessary or convenient to or for the furtherance of the purposes described
herein, including all powers, statutory or otherwise, possessed by members of
limited liability companies under the laws of the State of Delaware. The Member
may appoint such officers of the Company, from time to time, as the
Member deems necessary and advisable, and the Member may in its discretion
delegate certain day-to-day management functions, powers and duties to those
officers.
7. Officers. The Member may delegate all or portion of its powers,
duties, rights and responsibilities, including the authority to bind the
Company, to one or more persons who shall be referred to as "officers" of the
Company. The officers of the Company shall be chosen by the Member and shall
consist of a Chief Executive Officer, President, a Secretary and a Treasurer and
such other officers as may be deemed advisable by the Member. The initial
officers of the Company are set forth in Annex A hereto.
8. Opt-in to Article 8 of the Uniform Commercial Code. The Member
hereby agrees that the Equity Interests of the Company shall be securities
governed by Article 8 of the Uniform Commercial Code of the State of Delaware
(and the Uniform Commercial Code of any other applicable jurisdiction).
9. Dissolution The Company shall dissolve, and its affairs shall be
wound up upon the first to occur of the following: (a) with the consent of the
Member or (b) the entry of a decree of judicial dissolution under Section 18-802
of the Act.
10. Capital Contributions. Capital contributions to the Company
shall be made at the times and as determined by the Member.
11. Allocation of Profits and Losses. The Company's profits and
losses shall be allocated to the Member.
12. Distributions. Distributions shall be made to the Member at the
times and in the aggregate amounts determined by the Member.
13. Assignment. The Member may assign its limited liability company
interest, and the assignee may become a member of the Company, provided this
Agreement shall be amended to evidence the same.
14. Admission of Additional Members. One or more additional members
of the Company may be admitted to the Company with the consent of the Member.
15. Liability of Member. The Member shall not have any liability for
the obligations or liabilities of the Company except to the extent provided in
the Act.
16. Governing Law. This Agreement shall be governed by, and
construed under, the laws of the State of Delaware, all rights and remedies
being governed by said laws.
17. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute a single instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
have duly executed this Limited Liability Company Agreement as of this 31st day
of January, 2002.
VALOR TELECOMMUNICATIONS SOUTHWEST II, LLC
By: /s/ Xxxxxxx X. Xxxx
-------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Chief Executive Officer
VALOR TELECOMMUNICATIONS ENTERPRISES II, LLC
By: /s/ Xxxxxxx X. Xxxx
-------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Chief Executive Officer
ANNEX A
INITIAL OFFICERS
Name: Office:
Xxxxxxx X. Xxxx Chief Executive Officer
Xxxxxx X. Xxxxxxxxxx President
Xxxx X. Xxxxxx Treasurer
Xxxxxxx X. Xxxxx, Xx. Secretary
