0000950123-04-012599 Sample Contracts

SECOND SUPPLEMENT TO INDENTURE DATED AS OF APRIL 11, 2002
Second Supplemental Indenture • October 28th, 2004 • Cingular Wireless LLC • Radiotelephone communications • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of October 26, 2004, by and among AT&T Wireless Services, Inc., a Delaware corporation (the “Company”), Cingular Wireless LLC, a Delaware limited liability company (“Cingular Wireless”), Cingular Wireless II, Inc., a Delaware corporation (“Cingular Wireless II” and together with Cingular Wireless, the “Co-Obligors”), and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).

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SUPPLEMENTAL INDENTURE
Supplemental Indenture • October 28th, 2004 • Cingular Wireless LLC • Radiotelephone communications • New York

SUPPLEMENTAL INDENTURE, dated as of September 1, 2004 (this “Supplemental Indenture”), between AT&T Wireless Services, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association organized under the laws of the United States, as Trustee (the “Trustee”).

SECOND SUPPLEMENT TO INDENTURE DATED AS OF DECEMBER 12, 2001
Second Supplemental Indenture • October 28th, 2004 • Cingular Wireless LLC • Radiotelephone communications • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of October 27, 2004, by and among Cingular Wireless LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Company”), having its principal office at 5565 Glenridge Connector, Atlanta, Georgia 30342, Cingular Wireless II, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (herein called the “Co-Obligor”), having its principal office at 5565 Glenridge Connector, Atlanta, Georgia 30342, and J.P. Morgan Trust Company, National Association, a national banking association, as successor Trustee to Bank One Trust Company, N.A. (the “Trustee”).

INVESTMENT AND REORGANIZATION AGREEMENT
Investment and Reorganization Agreement • October 28th, 2004 • Cingular Wireless LLC • Radiotelephone communications • Delaware

INVESTMENT AND REORGANIZATION AGREEMENT (this “Agreement”), dated as of October 25, 2004, by and among BellSouth Corporation, a Georgia corporation (“BellSouth”), SBC Communications Inc., a Delaware corporation (“SBC”), Cingular Wireless Corporation, a Delaware corporation (“Cingular Manager”), Cingular Wireless LLC, a Delaware limited liability company (“Cingular Wireless”), Links I Corporation, a Delaware corporation and a wholly owned subsidiary of Cingular Manager (“Links”), Cingular Wireless II, Inc., a Delaware corporation and a wholly owned subsidiary of Cingular Manager (“Newco”), BLS Cingular Holdings, LLC, a Georgia limited liability company and a wholly owned subsidiary of BellSouth (“BellSouth Holdings”), SBC Alloy Holdings, Inc., a Delaware corporation and an indirect wholly owned subsidiary of SBC (“SBC Holdings”), BellSouth Enterprises, Inc., a Georgia corporation and a wholly owned subsidiary of BellSouth (“BellSouth Enterprises”), BellSouth Mobile Systems, Inc., a Dela

SUPPLEMENTAL INDENTURE
Supplemental Indenture • October 28th, 2004 • Cingular Wireless LLC • Radiotelephone communications • New York

SUPPLEMENTAL INDENTURE, dated as of September 1, 2004 (this “Supplemental Indenture”), between AT&T Wireless Services, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association organized under the laws of the United States, as Trustee (the “Trustee”).

SECOND SUPPLEMENT TO INDENTURE DATED AS OF MARCH 6, 2001
Second Supplemental Indenture • October 28th, 2004 • Cingular Wireless LLC • Radiotelephone communications • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of October 26, 2004, by and among AT&T Wireless Services, Inc., a Delaware corporation (the “Company”), Cingular Wireless LLC, a Delaware limited liability company (“Cingular Wireless”), Cingular Wireless II, Inc., a Delaware corporation (“Cingular Wireless II” and together with Cingular Wireless, the “Co-Obligors”), and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).

AMENDMENT NO. 5 TO LIMITED LIABILITY COMPANY AGREEMENT OF CINGULAR WIRELESS LLC BY AND AMONG SBC COMMUNICATIONS INC. SBC ALLOY HOLDINGS, INC. SBC LONG DISTANCE, INC. BELLSOUTH CORPORATION BLS CINGULAR HOLDINGS, LLC BELLSOUTH MOBILE DATA, INC. AND...
Limited Liability Company Agreement • October 28th, 2004 • Cingular Wireless LLC • Radiotelephone communications • Delaware

AMENDMENT NO. 5 (the “Amendment”) TO THE LIMITED LIABILITY AGREEMENT OF CINGULAR WIRELESS LLC (the “Newco”), dated October 27, 2004, by and among SBC Communications Inc., a Delaware corporation (“SBC”), SBC Alloy Holdings, Inc., a Delaware corporation (“SBC Holdings”), SBC Long Distance, Inc., a Delaware corporation (“SBC Sub”), BellSouth Corporation, a Georgia corporation (“BellSouth”), BLS Cingular Holdings, LLC, a Georgia limited liability company (“BLS”), BellSouth Mobile Data, Inc., a Georgia corporation (“BellSouth Sub”), and Cingular Wireless Corporation, a Delaware corporation (“Manager”).

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