Second Amendment to the Fifth Amended and Restated Limited Liability Company Agreement of Mobility II LLC

EX-10.CC 4 ex-10xccye2022.htm EX-10.CC 2ND AMNDMNT TO THE 5TH AMNDED&RESTATED LMTD LIABLTY CO AGRMNT OF MOBII Document

SECOND AMENDMENT TO THE FIFTH AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT OF
AT&T MOBILITY II LLC

THIS SECOND AMENDMENT TO THE FIFTH AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) is entered into as of January 27, 2022 by AT&T Mobility Corporation, a Delaware corporation, as the manager (the “Manager”) of AT&T Mobility II LLC (the “Company”) pursuant to Paragraph 15 of the Existing Agreement (defined below).

WHEREAS, the Company is governed by the Fifth Amended and Restated Limited Liability Company Agreement of the Company, as amended by the First Amendment dated January 1, 2022 (the “Existing Agreement”); and

WHEREAS, the Manager desires to amend Schedule A of the Existing Agreement to (i) remove Harbor Bond Fund (the “Selling Member”) as a Member and (ii) to reflect the revised list of Series A Preferred Interest Members, and does hereby adopt this Amendment as an amendment to the Existing Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1.Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Existing Agreement.

2.Amendment. The Schedule to the Existing Agreement entitled, SCHEDULE A – MEMBERS shall be deleted in its entirety and replaced by SCHEDULE A – MEMBERS, attached hereto, which sets forth the current list of Series A Preferred Interest Members and the Percentage Interest of the Common Interest Members as of 12:01 a.m. Eastern time on January [27], 2022.

3.Full Force and Effect. Except as amended by this Amendment, the Existing Agreement shall continue in full force and effect.

4.Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.



[The remainder of this page intentionally left blank. Signatures on following page.]





IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has caused this Amendment to be executed by its duly authorized representative.

AS MANAGER:


AT&T Mobility Corporation










































Signature Page to
Second Amendment to Fifth Amended and Restated Limited Liability Company Agreement of AT&T Mobility II LLC





SCHEDULE A MEMBERS
Common Interest Members

Member
Common Interests
Common Percentage Interest
Mobility
644,959,718
95 ###-###-####%
BSMD
20,542,565
3 ###-###-####%
AT&T Corp.
12,722,995
1 ###-###-####
678,225,278
100.0000000%

Series A Preferred Interest Member




Member
Series A Preferred Interests
SBC Master Pension Trust
213,333,334
PIMCO Funds: PIMCO Income Fund
41,201,923
PIMCO Funds: PIMCO Total Return Fund
22,978,604
PIMCO Funds: Private Account Portfolio Series PIMCO Long Duration Credit Bond
Portfolio

9,048,456
PIMCO Funds: PIMCO Investment Grade
Credit Bond Fund
6,388,322
PIMCO Funds: PIMCO International Bond Fund (U.S. Dollar-Hedged)
3,952,199
PIMCO Funds: PIMCO Real Return Fund
2,004,101
PIMCO Variable Insurance Trust: PIMCO
Total Return Portfolio
2,136,108
PIMCO Funds: PIMCO Low Duration
Income Fund
1,868,094
Brighthouse Funds Trust I - PIMCO Total
Return Portfolio
1,644,083
PIMCO Funds: PIMCO Diversified
Income Fund
1,576,079
PIMCO Funds: Private Account Portfolio Series PIMCO Investment Grade Credit
Bond Portfolio

1,560,079
PIMCO ETF Trust: PIMCO Active Bond
Exchange-Traded Fund
1,196,060
PIMCO Funds: PIMCO Long-Term Credit
Bond Fund
1,148,058
Pacific Select Fund - Managed Bond Portfolio
1,148,058
PIMCO Funds: PIMCO Long Duration
1,128,057

Schedule A to
Fifth Amended and Restated Limited Liability Company Agreement of AT&T Mobility II LLC




Total Return Fund
Bridge Builder Trust: Bridge Builder Core
Plus Bond Fund
1,036,052
PIMCO Funds: PIMCO Dynamic Bond
Fund
400,020
PIMCO Dynamic Credit and Mortgage
Income Fund
876,044
Brighthouse Funds Trust I- PIMCO
Inflation Protected Bond Portfolio
444,022
PIMCO Funds: PIMCO StocksPLUS® Absolute Return Fund
700,035
Transamerica PIMCO Total Return VP
696,035
PIMCO Funds: PIMCO Preferred and
Capital Securities Fund
588,030
PIMCO Variable Insurance Trust: PIMCO
Real Return Portfolio
360,018
PIMCO Funds: PIMCO StocksPLUS® Small Fund
524,026
PIMCO Flexible Credit Income Fund
484,024
PIMCO Funds: PIMCO Moderate Duration
Fund
464,023
PIMCO Dynamic Income Fund
460,023






























Schedule A to
Fifth Amended and Restated Limited Liability Company Agreement of AT&T Mobility II LLC























































Exhibit A to
Fifth Amended and Restated Limited Liability Company Agreement of AT&T Mobility II LLC