Exhibit 3.253

LIMITED LIABILITY COMPANY AGREEMENT

OF

TRANSWORLD TELECOM II, LLC

(a Delaware Limited Liability Company)

Effective

as of

May 22, 2008

Exhibit 3.253

LIMITED LIABILITY COMPANY AGREEMENT
of
TRANSWORLD TELECOM II, LLC

(a Delaware Limited Liability Company)

THIS LIMITED LIABILITY COMPANY AGREEMENT, effective as of May 22, 2008, is made by and between Transworld Telecom II, LLC (the “Company”) and Transworld Telecommunications, Inc., a Pennsylvania corporation, as the sole member of the Company (the “Member”). The Company is formed as a Delaware limited liability company under the Delaware Limited Liability Company Act, 6 Del.C. § 18-101 et seq., as it may be amended from time to time, and any successor to such statute (the “Act”).

1.             

Certificate of Formation. A Certificate of Formation was filed on May 22, 2008, stated to be effective upon filing, the date on which the term of the Company shall begin. The Company has been formed under the provisions of the Act for the purposes and on the terms set forth in this Agreement.

2.             

Name. The name of the Company is “Transworld Telecom II, LLC.”

3.             

Purpose. The purpose and business of the Company is to engage in any and all lawful activity permitted to be conducted by a limited liability company under the Act, and to exercise all other powers necessary or reasonably connected or incidental to such purpose and business that may be legally exercised by the Company.

4.             

Term. The term of the Company shall continue until the Company is dissolved in accordance with Section 10.

5.             

Principal Place of Business. The principal place of business of the Company shall be 6200 Sprint Parkway, Overland Park, Kansas, 66251. The Manager may relocate the principal place of business or establish additional offices from time to time.

6.             

Registered Office and Registered Agent. The Company’s initial registered agent and the address of its initial registered office are Corporation Service Company, 2711 Centreville Road, Suite 400, County of New Castle, Wilmington, Delaware 19808. The registered office and registered agent may be changed from time to time as determined by the Manager.

7.             

Member. The Member is Transworld Telecommunications, Inc.

8.             

Management.

8.1.

Management by Manager. The business and affairs of the Company shall be managed by Transworld Telecommunications, Inc. (the “Manager”). The Manager shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company and to perform any and all other acts or activities customary or incident to the management of the Company in the ordinary course of its business. The Manager may be removed by the Member at any time and from time to time, with or without cause, and the Member may appoint another person (including the Member) to serve as Manager of the Company.

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8.2.          

Officers and Agents. The Manager may authorize one or more officers and agents to enter into any contract or to otherwise act on behalf of the Company to the extent that the Manager could take such action. Such authority may be general or be defined to specific instances. Unless authorized to do so by this Agreement or by the Manager, no employee, officer, or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable for any purpose.

9.             

Financial Matters.

9.1.          

Capital Contributions. The Member has made a capital contribution of $1.00 to the Company in exchange for all of the outstanding membership interests in the Company.

9.2.          

Distributions. The Manager may, in its discretion, cause the Company to make distributions to the Member from time to time as permitted by the Act.

9.3.          

U.S. Federal Income Tax Reporting. For all periods when there is only one member of the Company, (a) the Company shall be treated for U.S. federal income tax purposes as an entity disregarded as separate from the Member, and (b), all items of income, gain, loss, deduction and credit of the Company attributable to such periods shall be reported on the Member’s U.S. federal income tax return.

10.           

Dissolution and Liquidation.

10.1.        

Events of Dissolution. The Company shall dissolve upon the earlier of:

(a)           

the sale, transfer or other disposition of all or substantially all of the Company’s assets unless otherwise determined by the Member in writing;

(b)           

the entry of a decree of judicial dissolution under Section 17-802 of the Act; or

(c)           

at any time there are no Members of the Company, unless the Company is continued in accordance with the Act.

11.           

Limitation of Liability; Indemnification.

11.1.        

Limitation of Liability. Neither the Member nor the Manager shall have any liability to the Company for monetary damages for conduct as the Member or the Manager, respectively, except as otherwise provided by the Act. If the Act is hereafter amended to authorize Company action further limiting the personal liability of members and managers, then the liability of the Member and the Manager shall be eliminated or limited to the full extent permitted by the Act, as so amended. No repeal or modification of the Act or this Section 11.1  shall adversely affect any right or protection of the Member or the Manager existing at the time of such repeal or modification for or with respect to an act or omission of the Member or the Manager occurring prior to such repeal or modification.

2

11.2.        

Indemnification. The Company shall indemnify the Member and the Manager from and against any judgments, settlements, penalties, fines or expenses incurred in a proceeding to which the Member or the Manager is a party because it is, or was, the Member or the Manager to the fullest extent as permitted by the Act. The right to indemnification and payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section 11.2 shall not be exclusive of any other right the Member or the Manager may have or hereafter acquire under any statute, this Agreement or otherwise. No repeal or modification of the Act or this Section 11.2 shall adversely affect any right of the Member or the Manager to indemnification existing at the time of such repeal or modification for or with respect to indemnification related to an act or omission of the Member or the Manager occurring prior to such repeal or modification.

12.           

Miscellaneous.

12.1.        

Assignment. The Member may assign in whole or in part its membership in the Company.

12.2.        

Governing Law. This Agreement shall be construed and enforced in accordance with the internal laws of the State of Delaware, including without limitation, the Act.

12.3.        

Amendments. This Agreement may not be amended except by the written agreement of the Member.

12.4.        

Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

12.5.        

Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.

12.6.        

Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

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Effective as of the date first above written by the undersigned.

COMPANY:			MEMBER:
Transworld Telecom II, LLC			Transworld Telecommunications, Inc.
By: Transworld Telecommunications, Inc.			By:	/s/ Timothy P. O’Grady
Title: Manager and Sole Member			Name:	Timothy P. O’Grady
			Title:	Vice President
	By:	/s/ Timothy P. O’Grady
	Name:	Timothy P. O’Grady
	Title:	Vice President

4

ASSET CONTRIBUTION AGREEMENT

THIS ASSET CONTRIBUTION AGREEMENT (this “Agreement”), dated as of the 7th day of November, 2008 (the “Effective Time”), is entered into by and among Transworld Telecommunications, Inc., a Pennsylvania corporation (“TTI” or the “Contributor”), and Transworld Telecom II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of TTI (“LLC”).

The Contributor is the sole member of LLC.

The Contributor is the owner of certain assets as of the date hereof that are used primarily in the business of developing, owning and operating a WiMAX network utilizing 2.5 GHz spectrum in the United States (the “WiMAX Business”).

The Contributor desires to transfer the assets that are used primarily in the WiMAX Business owned by Contributor, and the liabilities related to the WiMAX Business for which Contributor is liable, to LLC, and LLC desires to accept such assets and assume such liabilities.

In consideration of the foregoing recitals and the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

1. Contribution of Assets: The Contributor hereby contributes to LLC, and LLC hereby accepts from the Contributor, the assets held by the Contributor as of the date hereof that are used primarily in the operation of the WiMAX Business, including, but not limited to, all rights in and related to educational broadband service ("EBS") and broadband radio service ("BRS") licenses and leases (individually a "Contributed Asset" and collectively the “Contributed Assets”). The contribution to LLC of any Contributed Asset that requires the consent or approval of a third party (including any governmental authority), or satisfaction of any other requirement, to be effective will become effective upon the grant of the necessary third-party consent or approval, or satisfaction of such other requirement.

2. Assumption of Liabilities: The Contributor hereby assigns, transfers, conveys and delegates to LLC, and LLC hereby undertakes, agrees and assumes to perform, pay punctually or otherwise discharge all of the debts, liabilities, duties and obligations related to the WiMAX Business or the Contributed Assets including, but not limited to, all liabilities, duties and obligations related to EBS and BRS licenses and leases (individually an ”Assumed Liability” and collectively the “Assumed Liabilities”). The assignment, transfer, conveyance, and delegation to LLC of an Assumed Liability that requires the consent or approval of a third party (including any governmental authority), or satisfaction of any other requirement, to be effective will become effective upon the grant of the necessary third-party consent or approval, or satisfaction of such other requirement.

3. Capital Contribution: The contribution of the Contributed Assets shall be deemed a capital contribution of Contributor to LLC.

4. Reservation of Rights. The Contributor reserves all right, title and interest in and to any and all assets owned by Contributor that are not used primarily in the WiMAX Business (“Other Assets”). In the event that Contributor or LLC shall at any time after the Effective Time determine that any assets that constitute Other Assets were transferred by Contributor to LLC, Contributor and LLC, as the case may be, shall promptly notify the other, and LLC shall promptly transfer to Contributor all right, title and interest in and to such Other Assets and shall promptly execute such documents and do all acts and things reasonably requested by Contributor to effectuate such transfer.

5. Miscellaneous:

a. Disclaimer of Representations and Warranties. All Contributed Assets are being transferred by Contributor to LLC “as is, where is,” and Contributor expressly disclaims any and all representations and warranties with respect to the Contributed Assets including, without limitation, any representation or warranty of merchantability or fitness for a particular purpose, or title to or value of the Contributed Assets. LLC will bear the economic and legal risks that any necessary consents or approvals required in connection with the transfer of the Contributed Assets have not been obtained or that any requirements of applicable law or regulation have not been complied with.

b. Assignment: This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

c. Governing Law: This Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware.

d. Further Assurances: Each of the parties will, and will cause their respective affiliates to, execute and deliver such further certificates, agreements and other documents and to take such other actions as the other parties may reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters, including, without limitation, the execution and delivery of an assignment and assumption agreement specific to any contract(s). To the extent that any Contributed Assets or Assumed Liabilities have not been transferred on the Effective Date , the Contributor will transfer any such assets and liabilities to LLC as soon as reasonably practicable after Contributor becomes aware of such assets or liabilities.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date first above written.

TRANSWORLD TELECOMMUNICATIONS, INC.
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
TRANSWORLD TELECOM II, LLC
By: Transworld Telecommunications, Inc.
Its Sole Member
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President

Signature Page to Contribution Agreement

ACKNOWLEDGEMENT AGREEMENT

THIS ACKNOWLEDGEMENT AGREEMENT (this “Agreement”), dated as of November 28, 2008 (the “Effective Time”), is entered into by and among Sprint HoldCo, LLC, Delaware limited liability company (the “Contributor”), SX Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Contributor (the “LLC”) and each of the entities set forth on Exhibit A (the “Transfer Entities”).

WHEREAS, the Contributor was the owner of membership interests in the Transfer Entities and the sole member of the Transfer Entities;

WHEREAS, pursuant to the Contribution Agreement by and between the Contributor and the LLC dated as of November 28, 2008, the Contributor transferred to the LLC, and the LLC accepted from the Contributor all of Contributors membership interests in each of the Transfer Entities, and the LLC became the sole member of each of the Transfer Entities.

NOW, THEREFORE, BE IT RESOLVED, that in consideration of the foregoing recitals and the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

1. Member: The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.

2. Manager: The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities,

3. Amendments to Limited Liability Company Agreements: The limited liability company agreements governing each of the Transfer Entities are hereby amended to provide for the LLC as the sole Member and Manager for each of the Transfer Entities.

4. Capital Contribution: The contribution of the membership interest in each of the Transfer Entities shall be deemed a capital contribution of Contributor to LLC.

5. Miscellaneous:

a. Assignment: This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

b. Governing Law: This Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware.

c. Further Assurances: Each of the parties will, and will cause their respective affiliates to, execute and deliver such further certificates, agreements and other documents and to take such other actions as the other parries may reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters. To the extent any Contributed Interests are not transferred on the date hereof, the Contributor will transfer any such interests to LLC as soon as reasonably practicable after such interests become transferable.

[Signature pages follow]

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date first written above.

Sprint HoldCo, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
SX Sub, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
NSAC, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
WBC NY, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
ATL MDS, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President

LA MDS, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President

Signature Page to Acknowledgement Agreement

NY MDS, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
SF MDS, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
Via/Net, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
Wavepath Sub, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
Sprint (Bay Area), LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
Transworld Telecom II, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
WHI Sub, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President

Signature Page to Acknowledgement Agreement

Bay Area Cablevision, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
TWTV Spokane, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
TTI Acquisition, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
WHI SD LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
ATI Sub, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
American Telecasting Development, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
American Telecasting of Anchorage, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President

Signature Page to Acknowledgement Agreement

American Telecasting of Bend, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
American Telecasting of Bismarck, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
American Telecasting of Cincinnati, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
American Telecasting of Colorado Springs, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
American Telecasting of Columbus, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
American Telecasting of Denver, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
American Telecasting of Ft. Collins, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President

Signature Page to Acknowledgement Agreement

American Telecasting of Fort Myers, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy PP. O’Grady
Title:	Vice President
American Telecasting of Green Bay, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
American Telecasting of Jackson, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
American Telecasting of Lansing, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
American Telecasting of Lincoln, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
American Telecasting of Little Rock, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
American Telecasting of Louisville, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President

Signature Page to Acknowledgement Agreement

American Telecasting of Medford, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
American Telecasting of Michiana, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
American Telecasting of Monterey, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
American Telecasting of Oklahoma, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
American Telecasting of Portland, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
American Telecasting of Redding, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
American Telecasting of Salem/Eugene, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President

Signature Page to Acknowledgement Agreement

American Telecasting of Santa Barbara, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
ATI of Santa Rosa, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
American Telecasting of Seattle, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
American Telecasting of Sheridan, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
American Telecasting of Toledo, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
American Telecasting of Youngstown, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
American Telecasting of Yuba City, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President

Signature Page to Acknowledgement Agreement

PCTV Sub, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
Alda Gold II, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
Alda Tucson, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
Alda Wireless Holdings, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
PCTV Gold II, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
People’s Choice TV of Albuquerque, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
People’s Choice TV of Houston, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President

Signature Page to Acknowledgement Agreement

PCTV of Milwaukee, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
PCTV of Salt Lake City, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
People’s Choice TV of St. Louis, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
People’s Choice TV of Tucson, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
Preferred Entertainment, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
SpeedChoice of Detroit, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
SpeedChoice of Phoenix, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President

Signature Page to Acknowledgement Agreement

Wireless Cable of Indianapolis, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
G&S TV LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
WCOF, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
TDI Acquisition Sub, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
WBS California, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
WBS Idaho, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
WBS Montana, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President

Signature Page to Acknowledgement Agreement

Wireless Broadband Services of America, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
Sprint Wireless Broadband Company LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
Wireless Broadcasting Systems of Knoxville, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
WBS Washington, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
WBS Oregon, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
WBS of America, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
WBS of Sacramento, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President

Signature Page to Acknowledgement Agreement

WBS of Ft. Pierce, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
WBS of Melbourne, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
WBS of West Palm, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President
SCC X, LLC
By:	/s/ Timothy P. O’Grady
Name:	Timothy P. O’Grady
Title:	Vice President

Signature Page to Acknowledgement Agreement

EXHIBIT A

NSAC, LLC	ATI of Santa Rosa, LLC
WBC NY, LLC	American Telecasting of Seattle, LLC
ATL MDS, LLC	American Telecasting of Sheridan, LLC
LA MDS, LLC	American Telecasting of Toledo, LLC
NY MDS, LLC	American Telecasting of Youngstown, LLC
SF MDS, LLC	American Telecasting of Yuba City, LLC
Via/Net, LLC	PCTV Sub, LLC
Wavepath Sub, LLC	Alda Gold II, LLC
Sprint (Bay Area), LLC	Alda Tucson, LLC
Transworld Telecom II, LLC	Alda Wireless Holdings, LLC
WHI Sub, LLC	PCTV Gold II, LLC
Bay Area Cablevision, LLC	People’s Choice TV of Albuquerque, LLC
TWTV Spokane, LLC	People’s Choice TV of Houston, LLC
TTI Acquisition, LLC	PCTV of Milwaukee, LLC
WHI SD LLC	PCTV of Salt Lake City, LLC
ATI Sub, LLC	People’s Choice TV of St. Louis, LLC
American Telecasting Development, LLC	People’s Choice TV of Tucson, LLC
American Telecasting of Anchorage, LLC	Preferred Entertainment, LLC
American Telecasting of Bend, LLC	SpeedChoice of Detroit, LLC
American Telecasting of Bismarck, LLC	SpeedChoice of Phoenix, LLC
American Telecasting of Cincinnati, LLC	Wireless Cable of Indianapolis, LLC
American Telecasting of Colorado Springs, LLC	G&S TV LLC
American Telecasting of Columbus, LLC	WCOF, LLC
American Telecasting of Denver, LLC	TDI Acquisition Sub,LLC
American Telecasting of Fort Collins, LLC	WBS California, LLC
American Telecasting of Fort Myers, LLC	WBS Idaho, LLC
American Telecasting of Green Bay, LLC	WBS Montana, LLC
American Telecasting of Jackson, LLC	Wireless Broadband Services of America, LLC
American Telecasting of Lansing, LLC	Sprint Wireless Broadband Company LLC
American Telecasting of Lincoln, LLC	Wireless Broadcasting Systems of Knoxville, LLC
American Telecasting of Little Rock, LLC	WBS Washington, LLC
American Telecasting of Louisville, LLC	WBS Oregon, LLC
American Telecasting of Medford, LLC	WBS of America, LLC
American Telecasting of Michiana, LLC	WBS of Sacramento, LLC
American Telecasting of Monterey, LLC	WBS of Ft. Pierce, LLC
American Telecasting of Oklahoma, LLC	WBS of Melbourne, LLC
American Telecasting of Portland, LLC	WBS of West Palm, LLC
American Telecasting of Redding, LLC	SCC X, LLC
American Telecasting of Salem/Eugene, LLC
American Telecasting of Santa Barbara, LLC