Attachment Name change

Name change

LETTER submitted by Bennet & Bennet, PLLC

Name change

2006-11-01

This document pretains to SES-LIC-20050106-00015 for License on a Satellite Earth Station filing.

IBFS_SESLIC2005010600015_533932

Caressa.D. Bennet . Technical Consulting Services * Law Offices:of Michael R. Bennet ‘David A —Fritz . «Bennet & Bennet, PLLC ©Gregory. W..Whiteaker _ . Judy Y ‘Deng wl n | 10 Marjorie.G, Spivak . LoL. James C.:Egyud 10.G Street; NFE, Seventh—Floor _ Donald .L. .Herman, Jr. . . ; C4 :R 2 Washington.:DC QOOO? m Howard S:Shapiro |— — _ _=. Difector of Government‘Affairs ; Tel: (202) .37 1=1500 ' . Kenneth C:Johnson* | Jessica H. Bridges ~ BE NN ET Fox: (202)—371—1558 Rebecca L.. Murphy > J . & BENN ET e—mail: mail@bennetiaw.com * —Jason D. Bernstein** wA menis rrico www.berineflaw.com . ~ ‘Admitted in.VA .Only . c **Admitted inMD Only November 1, 2006 ol ’ e y d | t e ~ 2006 ‘Via Hand Delivery | Federay Comiminicay . . . | ~ — Qffi(:e Of l‘h crCm’SSIOn Office of the Secretary blary Federal Communications Commission c/o 236Massachusetts Avenue, NE, Suite 110 Washington, DC 20002 Attn: Int'ernatjonal Bureau Re: Notification of Name Change Satellite Earth Station E050004 _ FRN: 0003740586 — Dear Madam or Sir: Central Wisconsin Communications, Inc. ("CWC") hereby notifies the Federal Communications Commission (“Commlssmn ‘) of a simple name change and change in form of doing business and requests the Commission to update its records to reflect the new name of the hcenseeis Central Wlsconsm Commumcatlons LLC. CWC, originally organized as a Wisconsin corporation, is the licensee of satellite earth — station call sign E050004 thatis used in connection with the operation ofa very small aperture antenna (VSAT) network‘. CWC hereby notifies the Commission that, effective October 17, 2006; it changed its name to Central Wisconsin Communications, LLC. As part of the name change, CWC converted from a corporation to a limited liability company. At all times, both prior to and following the conversion, CWC was and remains a wholly owned subsidiary of, and controlled by, Wood CountyTelephone Company ("Wood County") a Wisconsin corporation. CWC converted to a Wisconsin limited liability company by filing a Certificate of Conversion and Plan —of Conversion as provided for.under Wisconsin law. A copy of the Certificate of Conversion and Plan ofConversion is attached hereto.. At the time of conversion, ©100% of the stock of the corporation was converted to 100% of the membership units of the limited liability company. —Accordingly, WoodCounty, which previously held 100% of the . 1 CWC also holds two wireless licenses in the Lower 700 MHz band, Call Signs WPWU9S6 and _ WPWU957, for which separate notifications are being filed with the Wireless Telecommunications Bureau. Oz

One . Bennet & Bennet, PLLC November 1, 2006 Page 2:of 2 stocknow holds 100%of the membership units. Furthermore, as1nd1catedin the Plan of _ Conversion, all officers and directors of CWC prior to the conversion continued as officers and directors of the LLC following the conversion. The conversion did not involve the liquidation of one company and the recapitalization of another, but rather allowed CWC to convert from one type of organizational structure to another as a matter of state law. Pursuant to Wisconsin law, a Wisconsin corporation may convert to a limited liability company merely by filing a plan of conversion with the State of Wisconsin Department of Financial Institutions. The conversion is automatic, and all assets previously held _ ‘ by the corporation continue to be heldby the limitedliability company "without reversion or 1mpa1rment * and without any further act or deed. Wis. Stat. 180.1161(4)(c). Likewise, with respect to liabilities, the law provides, ‘The business entity continues to have all liabilities of the businessentity that was converted." Wis. Stat. 180.1161(4)(b). Under the Internal Revenue Code, the transaction qualifies as a tax free transaction in which only the form, but not the identity, of the company has changed. _ ' Because no change in control of CWC was contemplated or occurred as part of the conversion, and because no assignment of assets occurred, CWC has not filed an application for pro forma assignment or transfer of control." However, CWC is willing to file such an application if the Commuission concludes that the conversion described herein requires it. Sincerely, AMousa.6 SC Howard S. Shapiro _ Attachment — ‘ce: JoAnn Lucanik Jeanette Spriggs 72 This is consistent withhow the Commission‘s Wireless Telecommunications Bureau has treated similar conversions in the past. See, e.g., File No. 0000831096 (granted April 2, 2002).

See. 179.76(3) & (§); : 180.1161(3) &(5),.. State of Wisconsin 181,1161(3) & G)ang Altrs‘s: 183,1207(3) & (8), DEPARTMENT OF FINANCIAL INSTITUTIONS . Wis. Stats. (}6 OCq \6 Py Pikfion of Corporate & Consumer Services CERTIFICATE OF CONVERSION: 1, Before conversion: - Compahy Name: Central Wiscohsin Commu’nicatlons,_ Inc. Indicate (X) [L] Limited Partnership (Ch. 179, Wis. Stats.) Organized.underthe laws of Entity Type . Business Corporation (Ch. 180, Wis. Stats.) O Nonstock Corporation (Ch. 181, Wis. Stats.) Wisconsin | C Limited Liability Company (Ch. 183, Wis. Stats.) (state or country *) 2. Doss the converting entity have a fee simple ownership interest in any Wisconsin real estate? Yes [] No _If yes, the entity is required to file a report with the Wisconsin Department of Revenue under section 73.14 of the Wisconsin Statutes. (See instructions.) * If a foreign (out—of—state) business éntity is converting to a Wisconsin busifiess entity, attach a certificate of status.or document of similar import authenticated by the Secretary of State or other appropriate official in the jurisdiction where the foreign business entity is orgamzed to include the name of the business entity and its date of incorporation or formation, simt ofWIBGONSIN § FILE . | 3.. After conversion:, | 40| - _Oct 1 7 26 Company Name: ' | Central Wisconsin Communications LLG : FINA?‘I{;%t}lfifiN% Indicate (X) [A Limited Partnership (Ch. 179, Wis. Stats.) Organized under the —. Entity Type | C1 Business Corporation (Ch, 180, Wis, Stats.) Jlaws of . ' C] Nonstock Corporation (Ch. 181, Wis. Stats.) Wisconsin _ IZ], Limited Liability Company (Ch. 183, Wis. Stats.) (state or country) FILING FEE — $150.00 Use of this form is mandatoty. DFI/CORP/1000(RO6/06) _

4. _A Plan of Conversion containing all the following parts is attached as Exhibit A: (NOTE: A template for Plan of Convefsion-is included in this form. Use of the template is optional.) — A. The name, form of busmess entity, and identity ofthe Junsdlotlon governmg the busmess entity that— is to be converted. pv' The name, form of business entity, and identity of the jurisdiction that will govern the business entity. after conversion.. The termsand conditions ofthe conversion. #. oo The manner and basis of converting the shares or other ownership interests of the busmess entlty that is being converted into shares ot other ownership interests of the new form of—business entity. The effective date and time of conversion, if the conversion is to be effective other than at the time of filing the certificate of conversion as prov1ded undersee. 179,11(2), 1800123 181.0123 or 183.011 l, whichever governs the business entity prior to conversion. 6 A copy of the articles of incorporation, articles of orgamzatlon, certificate of hrmted par-tnelshlp, of . other similar governing document of the business entityafter conversion as ExhibitB. (NQTE: Templates for certificate of limited partnership, articles ofincorporation, and—artlcles of orgamzatlon are included in this form. Use of the templates is optional,) . 2. G. Other provisions relating to the conversion, as determined by the business entity. 5. The Plan of Conversion was approved in accordancewith the applicable law of the Jurlsdlctlon that governs the organization of the business entity. > : : 6. Registered Agent (Agent for Service of Process) and Registered Office (Agent’s busmess office) of the : business entity PRIOR TO CONVERSION: ~ . Registered Agent (Agent for Service of Registered Office: Process): . . 440 East Grand Avenue U P.O. Box 8045 2C Jerold Johnson Wisconsin Rapids, WI 54495 Additional Entryfor a Limited Partnership Record Office: only —> 7. Registered Agent (Agent for Service of Process) and Registered Office (Agent‘s business office) of the ~ business entity AFTER CONVERSION: — 'Regi_stered. Agent (Agent for Service of | Registered Office in WI (Street & Number, City, State (W1) Process): and ZIP code): _ . . R. 440 East Grand Avenue Jeroid Johnson : . . P.O. Box 8045 Wisconsin Rapids, WIL 54495 . Additional Entry for a Limited Partnershlp Record Office: only —> DFI/CORP/1000(RO6/06)

8. Executed on__10/J! [o( (date) by the business entity PRIOR TO ITS CONVERSION, Mark (X) below the title of the person e}'cecuting.the t. For a limited partnership Jeroid Johnson | (Printed Name)] ~gas I Title: [] General Partner ol . DCT 1 T 2006 . | For a corporation flw For a limited liability company Title: [] President OR K] Srcretarymflt‘lm%‘fiufl IONs Title: L] Member OR L] Manager t s or other officer title INSTRUCTIONS (Ref. Sec. 179. 76(3) & (5), 180.1161(3) & (5), 181. 1161(3)& (5) and 183, 1207(3) & (5), Wis. Stats, for document content) | Submit one original and one exact copy along with the requiredfiling fee of$150.00 to the address listed below, Make checks payable to the "Department of Financial Institutions". Filing feeis non— refundable. Sign the document manually or otherwise allowed under see. 179.14 (lg)(c),180.0103 (16), 181,0103 (23) or 183 0107 (1g)(c), Wis. Stats. Mailing Address: . > — Departméentof Financial Institutions | Physical Address forExpress Mail: _ Phone: 608—261—7577 Division of Corporate & Consumer Department of Financial Institutions FAX: 608—267—6813 Services . Division of Corporate & Consumer Services TTY: 608—266—8818 P O Box 7846 _ 345 W. Washington Ave —3" FL. Madison WI 53707—7846 , Madison WI 53703 NOTICE: This form may be used to accomplish a filing required or permitted by statute to be made with the department. Information requested may be used for secondary purposes. This document can be made available in alternate formats upon request to qualifying individuals with disabilities, 1. Enter the company name, type of business entity, and qtaté of organization of business entity priorto conversion. Definitions of foreign entity types are set forth in ss. 179.01(4), 180.0103(9), 181.0103(13) and 183.0102(8), Wis. Stats. | If a foreign (out—of—state) business entity is converting to a Wisconsin business entity, attach a certificate of — status or document of similar import authenticated by the Secretary of State or other appropriate official in the jurisdiction where the foreignbusiness entity is organized, to include the name of the business entity and its dateof incorporation or formation. — 2. Select yes or no to indicate whether the converting entity has a fee simple ownership interest in any Wisconsin real estate, See sec. 73.14 and 77.25, Wis. Stats., or contact the Wisconsin Department of Revenue at (608)266—1594 for questlons regarding fee s1mple ownership interest and the filing requlrements with that department, . 3. Enter the company name, type of business entity, and state of organization of business entity after conversion. DEI/CORP/1000(RO6/06) | | s

Fee simple ownershipinterest [_] Yes [—] No (for DFIuse only) CERTIFICATE OF CONVERSION r - 7 William C. Willlams — Bell, Glerhart & Moore, S.C. P:0. Box 1807 — Madison, WIL58701—1807 L. — . . ' — A Enter your return address within the bracket above. Phone numher dfiring the day: (608 ) 257 . 3764 INSTRUCTEION§ (Cont‘d) 4. Attach the Planof Conversion as Exhibit A. If the Plan of Conversion declares a specifio effective time or delayed effective time and date, such date may not be prior to the date the document is delivered to the ~department for filing, nor more than 90 days after delivery. The drafter mayuse the template Plan of Conversion provided in this form or may prepare the Plan by othermeans. ‘Use of the templateis optional. — 5. This article states that the Plan of Conversion was approved in accordance with theapphcable lawof the = . jurisdiction that governs the organization of the busmess entity prior to conversion, > v — 6. Provide the name of the businessentity‘s registeredagent and the address of its registered—office—prior to . conversion. If the business entity is a domestic hmlted partnetship, also p1ovide the address of its record office, 7. — Provide the nameof thebusiness entity‘s registered agent and the address ofits registered office after conversion. ‘If the businessentity after conversion will be a domestic limited partnership, also provide the address of its record office, NOTE: The address of the registered office must describe its physical location,. i.e., street name and number, city (in Wisconsin) and ZIP code. P—O Box addresses may beincluded as part of the address (if located in the same community), butare not sufficient alone. Compare the information suppliedin Article 6 to see that it agrees with the information set forthinthe articles of incorporation or similar governing—document attached as Exhibit B. 8. Enter the dateof execution and the name and title ofthe person signing the document, The person executing the documentwill do so in their capacity as an officer, member, etc., of the business entity prior to its conversion. For example, an officer of the corporatlon would sign a Certlficate of Conversion converting a corporation to a limited liability company. DFI/CORP/1000(R06/06) ' 4

BXHIBIT A— | _rm« "F [ _ l}CT | 72006 I PLAN OFCoONVERSION —— |] [|_.dnprig~— onlHNAN("uilnomq Before conversion: T Company name: Central Wisconsin Communications, Inc. ‘Entity type: _ Business Corporation (Ch. 180. W is. Stats,) Organized under the laws of Wisconsin. After conversion: ‘Company name: ‘ Central Wisconsin Coramunications, LLC Entity type: .: Limited Liability Company (C h. 183, Wis. Stats.) : Organized under the Iaws of Wisconsin. Terms and conditionsof conversion: At the effective time ofthe conversion, set out initem 6 below (the"effective time"), Central Wisconsin Coramunications, Inc. (the “Corporatxon”) will be converted into Central Wisconsin Communications, LLC (the "LLC") in accordance with and W1ththe effects- provided in the Wisconsin BusmessCorporatlon Law. _ > : At the effective time, the Articles of Organization of the LLC as set out in Exhibit B—shall replace the articles of incorporation of the Corporation as the articles of organizationof the : entity, and an operating agreement of the LLC approved by the Corporation‘s Board—of Directors shall replace the bylawsofthe Corporation as the instrument descnbmg the rules for the day—to—day operations of the entity. The-dlrectors and officers of the Corporation at the effective timeshall_, from and after the — effective time, continue as the directors and officers, respectively, of the LLC untiltheir successors have been duly elected or appointed and qualified or until their earlier death resignation or removal.

The manner and basis ofconverting the shares or other ownership interests ofthe business entity that is to beconverted into shares or other©ownershlp interests <of the newform of busmess entity: . _ Atthe effectwe time; the shares of the Corporation‘s common stock issued and outstandmg ~immedistely prior to the effective time shall be converted into 100%ofthe Membership Interestsin the LLC. Certificates representing shares ofthe Corporationshall be surrendered and cancelled, Ownership of the Membership Interests outstanding immediately after the offective time shall be reflected in the records of the LLC. Immediately after the effective time, 100% ofthe Membership Interests will be held by WoodCounty Telephone Company, ' a Wisconsin .corporation. —Other provisions relating to the conversion, as determined by the business entity: The conversion described herein maybe cancelled at any timeprior to the effective timeby . resolution of the:—Board ‘of Directors of the Corporation. : Effective Date and Time of Conversion: The effective date and time of conversion shall be Oc#ol:ngr 4 ___, 2006, at 12;:01 a.m. ‘The articles of organization ofthe business entityafter conversion are attached asExhibit‘B..

EXHIBIT B ARTICLES OF ORGANIZATION — LIMITED LIABILITY COMPANY forming a Wisco'nsin limited liability company under Ch. 183 of the Wisconsgin Statutes: Article 1. l Name ofthelimited HHability company:; Central Wisconsin Communications, . LLC . | | Article 2. Thelimited llablhtycompany is orgamzed under Ch 183 of the Wlsconsm Statutes. Article 4. * Name of the registered agent: .__._ Jerold R. Johnson Article 5. _ Street address of the registered office: 440 East Grand Avenue — P.O. Box 8045 — — Wisconsin Rapids, WI 54495 Article 6, : Management of the limited liability company shall be vested in; a manager or managers. [ ~~SiAtt 6Fw:gwmm r Nenttromninmantenzins inmemetinobevcetme j . nrememenn


Document Created: 2006-11-01 15:53:51
Document Modified: 2006-11-01 15:53:51
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