Attachment 1 65 letr

This document pretains to SES-T/C-20061221-02208 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2006122102208_558630

                                  Lance J.M. Steinhart, P.C.
                                       Attorney At Law
                                   1720 Windward Concourse
                                           Suite 250
                                   Alpharetta, Georgia 30005

Also Admitted in New York                                             Teleph ne: (770) 232-9200
and Maryland                                                          Facsimile: (770) 232-9208

                                         March 20,2007
Marlene H. Dortch
Secretary                                                                   FILED/ACCEPTED
Federal Communications Commission
445 lYhStreet, sw
Washington, DC 20054

       Re:    Cinthex, LLC - 214 Application
              ITC-214-2006-0724-00363

Dear SirMadam:

       Please accept this letter as our written request to comply with 47 C.F.R. $1.65 regarding
substantial and significant changes in information furnished by applicants to the Commission.

       On July 20,2006, I filed a 214 application for Cinthex, LLC. Since some of the
shareholders have Canadian citizenship, the application was taken off of streamline. To date, the
application is still pending.

       While this application is still pending, on January 24,2007 Cinthex, LLC has changed it’s
name to i-wireless, LLC and it‘s domicile to the State of North Carolina. This was accomplished
by forming a new entity in the State of North Carolina named i-wireless, LLC (see “Articles of
Incorporation” attachment). Then the existing company, Cinthex, LLC, was merged into i-
wireless, LLC (see “Articles of Merger” and Cert of Merger - Articles of Incorporation”
attachment).

                              Cinthex, LLC’s FRN # is: 0015302078
                              i-wireless, LLC’s FRN # is: 0016194292

       If you have any questions regarding the foregoing, please do not hesitate to call me. Thank
you.




                                     Attorney f o d - d e s s , LLC


cc:    JOANEkblad via smail at joann.ekblad@fcc.gov


                                                       Exhibit A

                                        Certificate of Merger in Delaware




1   - .   --7-----   7-   ----7   " 1         I'   r   r           I
                                                                            I


                        DeCuwure
                             ZIie First ,5tate


    I , HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEXEBY CERTIFY THZ ATTACHED I S A TRUE AND CORRECT

COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES:

     "CINTHEX, LLC", A DELAWARE LIMITED L I A B I L I T Y COMPANY,
    WITH AND INTO "I-WIRGLESS,        LLC" UNDER TIiE N          m OF

"I-WIRELESS, LLC",      A LIMITED L I A B I L I T Y COMPANY ORGANIZED AND
E X I S T I N G UNDER THE LAWS OF TflE STATE OF NORTH CAROLINA, AS
RECEIVED AM) F I L E R I N T H I S OFFICE THE TWENTY-FOURTH DAY OF

JANUARY, A . D . 2007, AT 8 : 1 4 O'CLOCK A.M.




                                             atid            ~ % Z . - . Q L - J
                                                  Harriet Smith Windsor, Secretary of State
  4289744       8100M                     AUTHEN!Z"ICATION: 5 3 7 8 1 2 4

  0 700 77544                                            DATE: 0 1 - 2 4 - 0 7


        S t a t e of aelawnre
      Secretaty of S t a t e
  D i m s i a n of C o r p o r a t i o n s
&livered 08:30 AM 01/24/2007
  FILeD 08:14 AM 01/24/2007
SRV 070077544        -   4054878 FILE
                                          STATE OF DELAWARE
                                      CERTIFICATEOF MEl,RGER OF A
                                DOMESTIC LIMITED LIABILITY COMPANY INTO
                                  A FOREIGN LIMITED LIABILITY COMPANY
                         Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act.

                         First: The name of the surviving Limited Liability Company is
                         i-wireless, LLC                          ,a Foreign Limited Liability Company.
                         Second: Thejurisdictionin which this Limited Liability Company was formed is
                          North Carolina

                         Third: The name of the Limited Liability Campany being merged into the Limited
                         Liability company is Cinhex, LLC
                         _.
                                                                    ,a Delaware Limited Liability Company.
                         Fourth: The agreement of merger or consolidationhas been approved and executed by
                          each of the business entities which is to merge or consolidate.

                          Fifth: The name of the surviving foreign Limited Liability Company is
                          i-wirtlcss, LLC

                          Sixth: An agreement of merger or consolidationis on file at a place of business of the
                          surviving foieign limited Liability Company and the address thereofis
                           1 LeveeWaySuite3104,NewporfKY41071

                          Seventh: A copy of the agreement of merger or consolidation will be fitmished by the
                          surviving foreign limited liability company, on request and without cost, to any member
                          of any domestic limited liability company or any person holding an interest in any other
                          business entity which is to merge or consolidate.

                          Eighth: The surviving foreign Limited Liability Company agrees that it may be served
                          with process in the State of'Delaware inany action, suit or pmceeding for the
                          enforcement of any obligation of any domestic limited liability company which is to
                          merge or consolidate, irrevocably appointing the Secretary of State as its agent to accept
                          service of process in any such action, suit or proceeding and the address to which a copy
                          of such process shall be mailed to by the Secretary of State is 1 LVCCWaY, suite 3104
                           Nemort. ICY 41071


IN WITNESS WHEREOF, said Limited Liabili Company has caused this certificateto
be signed by it's authorized person, this     R
                                            22,             day of December   I

AD.,   2o06     .

                                                                                  i


                                                                                  I


                                            Print or type




                             NORTH CAROLINA
                     Department of The Secretary of State

To all whom these presents shall come, Greetings:


      I, ELAINE F, MARSHALL, Secretary of State of the State of North Carolina, do
hereby certiQ the following and hereto attached to be true copy of


                                 ARTICLES OF ORGANIZATION

                                             OF
                                      I-WIRELESS, LLC



       the original of which was filed in this office on the 7th day of September, 2006.




                                              IN WITNESS WHEREOF,I have hereunto
                                              set my hand and affixed my official seal at the
                                              City of Raleigh, this 7th day of September,2006



                                                        Secretary of State
     Document Id: C20062430011
                  9


                                                                 ao~bwoaii9

..JSWP-%-~~ t C : s r r       t u u m r m HDRRK         CUNSLT
                                                                                                                 Elaine F. Marshall
                                                                                                         North Carolina Secretary of State
                                                                                                                   C200624300119


                                                         State of North Carolina
                                                    Departmant of the Secretary of State

                                                         IJmlted Lfability Company
                                                        ARncirEs OF ORoAMzATloN

                Pursuant to 657C-2-20 ofthe General scatuas ofNorth Carolina, the undersigned does hereby submii
                thwc Wles of Organhatian Tar thc pwpasa ofcorming a llmitat liii%y campany.

                1.        The namo of the Iimitbd'lwUitycampany is: ~-wirelerre, LLC

                2.          If the I i W liability company is to dlslwlve by aspeclficdate, the larcstdate on which the
                            limited liability cornpatry is to dksdw (IJm&&!$u&solurbn Is qwcfjkd, rherc riurllbe
                            no IfmN on the duraio8 of rtre limited Ifobifigcompruly.)

                3.          The m e and address of each person enrerndingthestrnololesof organizationis BB follows:
                            (Sat8 whsther eachpersonis executing these mtlclrs of organization in the capacip of u
                            member, organizer or both).
                              C h a t h e x , LtC   in its capacity ae mole member and manager
                               637 Walnut Street, Suits No.            2,   Cincinnati Ohio 49301


                 4.           ?rwr &meaddress
                                      t       and      ooaortyofthe initialngistmd office of thc IimW liability company is:
                              Numbwand Street 327 Rillaborough Btreot

                              City, State, Zip Coda Rauigh, NC         a7603                 County   wee




                 6.           The name of h initialaegislend egent is.CorvoratLm          Service ConBaw

                 7.           Principal office infonnmation: (8efecreifberu or b.)
                         n.   0 I?IC
                                   limited llabilii company IS n principal offm
                              me street addreEIl and county ofthe principal of€lw of tho limited liability company is:
                              Number and
                     Street
                     Code
                               city,   w zip.                                         County




                                                                                  08/90/06     WD 13:OZ [TX/RX NO         81141


    Authorized to sign in
    Accordaucewith NCGS 57C-3-24




.    08/30/00   WED 1S:OZ   [TX/RX NO 81141




                                                                                C200702400259

                                                                                                                              Date Filed: 1/24/2007 2:07:00 PM
                                                                                                                                     Elaine F. Marshall
                                                                                                                              North Carolina Secretary of State
                                                                                                                                       C200702400259
                                                                       State ofNorth Cardina
                                                              Deparlmmt of the Secwtary of Stafe
                                                                    ARTICLES OF MERGER
                        Pursuant to North Carolina General Statute Sections 55-1 I-O5(a), 55A-Il-O9(d),55A-11-04,57C-9A-
                        22(a), 59-73.32(a) and 59-)072(a), as applicable, ihe undersigned entity does hereby submit the following
                        Articles of Merger as the surviving business entity in a mergw between two or more business entities.

                        1. The name of the surviving entity is i-wimkss* LLc                                          ,a (check one)
                           [ ] corporation, [ ] nonprofit corporation, [ ] professional corporation, W limited liability company, [ 1
                           limited partnership, [ 3 partnership, [ 3 limited liability partnership organized under the laws of
                           North Carolina                   (state or country).

                        2. The address of the surviving entity is:
                              Street Addrrss 327 Hillsbraugh Sh&                                       city bieigh
                              State North Carolina             Zip Code 27603                         County Wake

                              (CompIete on3) yrhe surviving business enti& is aforeign business en/@ that is not authorized Io
                              trunsacl business or condue/ afluirs In North Caroha.) The mailing address of the surviving foreign
                              business entity is:
                                                                                            .
                                                                                   The Surviving foreign business entity will file a
                              statement of any subsequent change in its mailing address with the North Carolina Secretary of State.

                         3. For      merging entity: (qmore than one, complete on separate sheel and ortach.)
                            The name of the merged entity is Cinlhex, LLC                                              ,a (check one)
                            [ 1corporation, [ ] nonprofit corporation, [ ] professional corporation, limited liability company, [ J
                            limited partnership. [ 1 partnership, [ ] limited liability parmerihip organized under the laws of
                             Dclawam                          (stale w n m t f y ) .
                         4.    If the surviving business entity is a domestic business entity. the text of each amendment, if any, to
                              the Articles of Incorporation, Aniclcs of Organization, or Certificate of Limited Partnership within'
                              the Plan of Merger is attached.

                         5. A Plan of Merger has been duly approved in the manner rquimd by law by each of the business
                              entities participating in the merger.

                         6. These articles will be effective upon filing unless a delayed date and/or time is specified

                         This t h e 2 k d a y o f                            .20 O6     .       i-wireless, LLC

                                                                                                             Name of Entity          n


                         NOTES
                         1.    Filing fet is $50 for For-profit eatitier
                         2.    Filing fee is S t S Tor Non-profn cnliiics.
                         3.    'Ihis document must k tiled with the secrr(sy oFSt.lc.
                               rcquirrmencsofN:C.GS. Sedien 47-18.1

                         (Revised Sepiembw ZO#S)                                                                                  (Form BE-IS)
                         CORPORATIONS DIVISION                                 P. 0.BOX 29622                          RALEIGH, NC 27626-0622




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                                             T      -   -    T     T     -     -            ___r__                                                         -


                                                              C200702400259




                                                STATE OF NORTH CAROLINA
                                                  ARTICLES OF MERGER

                                                             ATTACHMENT

                                                               ARTICLE 4

                 The Articles of Organizationof i-wireless, LLC in effect immediately prior to the Mective Time
                 are to be amended and changed by reason of the Merger by striking out Article 8 thereof relating
                 to the management of the company in its entirety, and by substitutingin lieu thereof the
                 following article:

                                 "8. Except as provided by N.C.G.S.Section 57C-3-20-(a), the members of this
                 limited liability company shall not be managers by virtue of their status as members."

                 and said Articles of Organizationas so amended and changed shall continue to be the Articles of
                 Organization of said surviving entity until further amended and changed in accordance with the
                 provisions of the North Carolina Limited Liability Company Act.




                  (K.0333296.I )




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Document Created: 2007-03-20 11:48:53
Document Modified: 2007-03-20 11:48:53

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