The fact that T-Mobile has a Secured Claim against all the assets of UMS,LLC tells me that business will be continued as usual to benefit all the parties, regardless of ownership? Telecom Acquisition Partners, Inc. is 100% owned by Dea and it was formed on 9-2-16 with a specific purpose in mind. In my opinion Dea will end up with some of those shares Lee got and Telcom will end up being owned by TALK as an indirect sub. Agreed with all here that an 8K with the actual details is warranted?
4.4 Class 4: Secured Claim of T-Mobile USA, Inc.
Class 4 consists of the secured claim of T-Mobile USA, Inc. (“T-Mobile”) (the “Class 4
Secured Claim”). On October 14, 2016, T-Mobile filed proof of claim number 16 which refers
to certain dealer agreements (collectively the “T-Mobile Dealer Agreements”) further described
as follows:
i. Wholesale Agent Agreement, effective November 1, 2015, as amended by the
EIP/Consignment Amendment to the Wholesale Agent Agreement for Exclusive
Sub-Dealer Distribution, effective date November 1, 2015;
ii. Exclusive Prepay Agency Agreement with Exclusive Sub-Dealers For Epp
Locations, effective May 1, 2014;
iii. GoSmart Mobile Agency Agreement with Exclusive Sub-Dealers, effective date
February 1, 2013, as extend by the Notice of Extension of the GoSmart Mobile
Agency Agreement dated December 29, 2015; and
iv. GoSmart Mobile Agency Agreement, effective date February 1, 2013, as
extended by the Notice of Extension of the GoSmart Mobile Agency Agreements
dated December 29, 2015.
Certain of Debtor’s obligations under the T-Mobile Dealer Agreement are secured by a first
priority security interest in Debtor’s inventory and stock in trade, equipment, supplies, fitting,
machinery, furniture, fixtures other tangible personal property, right to receive payment or other
consideration relating to the sale of products or services (including but not limited to all
accounts, contract rights, chattel paper, documents of title, letters of credit, certificates of
deposit, securities, deposits, insurance policies, licenses, leases, contracts, judgments, chooses in
action, copyrights, trademarks and guarantees); and all proceeds (including rents, royalties, and
insurance proceeds) and products of any of Debtor’s acquired goods and other personal property
described as collateral as more particularly described in the UCC Financing Statement number
065-2011-000982 filed on November 4, 2011 in the records of Grady County, Georgia and
continued on June 3, 2016 pursuant to file number 065-2016-000408 and UCC Financings
Statement number 065-2011-000983 filed on November 4, 2011 in the records of Grady County,
Georgia and continued on August 24, 2016 pursuant to file number 065-2016-000589 (the “TMobile
Collateral”). The T-Mobile Collateral additionally includes certain collateral owned by
T-Mobile pursuant to the consignment provisions of the T-Mobile Dealer Agreements. The TMobile
Collateral is additionally secured by Replacement Liens (as defined in the “Interim Order
Granting Debtor’s Motion Requesting Authorization to Use Cash Collateral” (Doc. No. 20) and
“Final Order Granting Debtor’s Motion Requesting Authorization to Use Cash Collateral” (Doc.
No. 48)). Debtor is current on its obligations pursuant to the T-Mobile Dealer Agreements and
Case 16-62537-bem Doc 106 Filed 12/16/16 Entered 12/16/16 16:58:20 Desc Main
Document Page 12 of 34
13
Debtor shall remain current on said obligations. Debtor shall assume the T-Mobile Dealer
Agreements on the Effective Date. T-Mobile’s first priority lien shall continue and attach to the
same validity, priority and extent as existed on the Filing Date and all terms of the T-Mobile
Dealer Agreements shall remain in full force and effect.
The holder of the Class 4 Secured Claim is not impaired and not entitled to vote to accept
or reject the Plan.
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