**Before the**

**Federal Communications Commission**

**Washington, D.C. 20554**

+----------------------------------+----+------------------------------+
| In the Matter of                 | *  | WT Docket No. 05-169         |
|                                  | *) |                              |
| Applications for Assignment of   | ** | File Nos. 0002526701 and     |
| Licenses of Urban Comm-North     |    | 0002526699                   |
| Carolina, Inc.,                  | *  |                              |
| Debtor-in-Possession, to Cricket | *) |                              |
| Licensee (Reauction), Inc.       | ** |                              |
|                                  |    |                              |
|                                  | *  |                              |
|                                  | *) |                              |
|                                  | ** |                              |
|                                  |    |                              |
|                                  | *  |                              |
|                                  | *) |                              |
|                                  | ** |                              |
|                                  |    |                              |
|                                  | *  |                              |
|                                  | *) |                              |
|                                  | ** |                              |
+----------------------------------+----+------------------------------+

**MEMORANDUM OPINION AND ORDER**

**Adopted: September 19, 2006 Released: September 19, 2006**

By the Acting Chief, Wireless Telecommunications Bureau:

# INTRODUCTION

1.  We have before us applications filed by Urban Comm-North Carolina,
    Inc., Debtor-in-Possession ("Urban Comm") and Cricket Licensee
    (Reauction) Inc. ("Cricket" and, together with Urban Comm, the
    "Applicants") seeking Commission consent to the full or partial
    assignment of 13 broadband Personal Communications Services ("PCS")
    C and F block licenses (the "Application").[^1] In the Application,
    the Applicants request a waiver of sections 1.2111 and 24.714 of the
    Commission's rules[^2] to the extent necessary to allow for
    consummation of the assignment of licenses.[^3] As discussed below,
    pursuant to our review under Section 310(d) of the Communications
    Act of 1934, as amended (the "Communications Act"), we conclude that
    approval of the Application will serve the public interest,
    convenience, and necessity.[^4] In addition, we grant to Urban Comm
    a limited waiver of the full payment provision of sections 1.2111
    and 24.714 of the Commission's rules, as described herein, and a
    waiver to Cricket of the timing requirements of section 24.714 of
    the Commission's rules.[^5]

# background

## Description of the Applicants

2.  Urban Comm was the winning bidder of 10 broadband PCS C block
    licenses in Auction No. 5,[^6] and 13 broadband PCS F block licenses
    in Auction No. 11.[^7] Urban Comm financed payment for these
    licenses through the Commission's installment payment program.[^8]
    Urban Comm is a wholly-owned subsidiary of Urban Comm Mid-Atlantic,
    Inc., Debtor-in-Possession ("Urban Comm MA"), which is wholly owned
    by Urban Communicators PCS Limited Partnership ("Urban Comm
    LP").[^9] In 1998, Urban Comm, Urban Comm MA, and Urban Comm LP
    (collectively, the "Debtors") initiated Chapter 11 bankruptcy
    proceedings in the United States Bankruptcy Court for the Southern
    District of New York ("Bankruptcy Court").[^10] These bankruptcy
    proceedings remain pending.[^11]

3.  Cricket is a wholly-owned subsidiary of Leap Wireless International,
    Inc. ("Leap").[^12] According to the Application, the instant
    transaction will permit Leap to expand its service significantly and
    deploy its service model in thirteen additional markets.[^13] Also,
    from a competitive standpoint, the Applicants maintain that this
    proposed transaction will not result in competitive harm because all
    of the licenses being assigned represent new market acquisitions and
    that, upon the closing of the transaction, Cricket's spectrum
    holdings will not exceed 10 MHz in any of the subject areas.[^14]

## Proposed Transaction

4.  Urban Comm and Cricket entered into an Agreement to Purchase FCC
    Licenses (the "Purchase Agreement") dated as of March 1, 2006.[^15]
    Pursuant to the Purchase Agreement and subject to all appropriate
    Commission and Bankruptcy Court approvals, Urban Comm seeks to
    assign 13 C and F Block PCS licenses to Cricket, free and clear of
    any encumbrances.[^16] Consequently, consistent with approvals
    sought and subsequently obtained from the Bankruptcy Court and as
    described below, the Applicants filed the Application seeking
    Commission consent to the assignment of licenses from Urban Comm to
    Cricket.

5.  On March 14, 2005, the Debtors entered into an agreement with the
    Commission regarding the installment payment obligations incurred by
    Urban Comm with respect to its broadband PCS C and F block licenses
    ("Settlement Agreement").[^17] The Bankruptcy Court approved the
    Settlement Agreement on April 4, 2005.[^18] The Settlement
    Agreement, in conjunction with the Purchase Agreement, requires, in
    relevant part, that Cricket deliver to the Commission a portion of
    the purchase price in satisfaction of the Commission's claims
    related to the licenses.[^19] Specifically, under the Settlement
    Agreement, which contemplates that Urban Comm would seek the
    Commission's regulatory approval to assign its licenses to a third
    party, Cricket will pay directly to the Commission a mutually
    agreed-to amount defined as an "Alternative Cash Payment."[^20] On,
    March 31, 2006, as required by the terms of the Settlement
    Agreement, the Bankruptcy Court issued an Order approving the sale
    of certain licenses from Urban Comm to Cricket, subject to the
    necessary Commission regulatory approvals.[^21]

6.  In the Application before us, the Applicants argue that the
    assignment of licenses from Urban Comm to Cricket is in the public
    interest and will benefit competition in the markets included in the
    Application.[^22] Moreover, the Applicants request that the
    Commission, as part of its approval of the Application, grant
    waivers of sections 1.2111 and 24.714 of the Commission's
    rules.[^23] Specifically, the Applicants request a waiver of section
    1.2111 to the extent that the Alternative Cash Payment does not
    fully satisfy Urban Comm's obligations regarding the C or F block
    licenses at issue as well as a waiver of section 24.714 for any
    spectrum that is disaggregated to Cricket.[^24]

7.  In addition to their request for waiver of the payment provisions of
    sections 1.2111 and 24.714, the Applicants request a waiver of the
    timing provision in section 24.714(c) of the Commission's
    rules.[^25] Section 24.714(c)(2)(ii) requires a partitionee or
    disaggregatee to pay its apportioned payment obligation within 30
    days of the public notice conditionally granting the partial
    assignment application.[^26] The Applicants request that the
    Commission waive the timing provision in section 24.714(c)(2)(ii) to
    allow for the Alternative Cash Payment to be made on the date of
    consummation of the transaction, which, under the Agreement, will
    occur beyond the 30 days allowed under the rule.[^27]

8.  Regarding construction, the Applicants claim that the relevant
    five-year construction requirements set forth in section 24.203 of
    the Commission's rules have been satisfied with respect to each of
    the thirteen licenses.[^28] On December 6, 2004, Urban Comm filed a
    Request for Tolling to allow the construction to be deemed to have
    been completed within the five-year construction period. On June 1,
    2005, the Commission issued an Order granting the requested tolling
    relief, and accepting the notifications of construction filed by
    Urban Comm as to each of the licenses.[^29] On March 15, 2006, Urban
    Comm filed an additional request for tolling of the ten-year
    construction period for the subject licenses, which remains
    pending.[^30]

9.  The Bureau placed the Application on public notice on March 29,
    2006.[^31] No oppositions or other comments were filed in response
    to the public notice.

# Discussion

## Public Interest Determination in Accordance with Section 310(d)

10. In considering an application for an assignment of licenses, the
    Commission must determine, pursuant to Section 310(d) of the
    Communications Act, whether the Applicants have demonstrated that
    the proposed assignments will serve the public interest,
    convenience, and necessity.[^32] In applying our public interest
    test, we must assess whether the proposed transaction complies with
    the specific provisions of the Communications Act, the Commission's
    rules, and federal communications policy.[^33] If the proposed
    transaction would not violate a statute or rule, the Commission
    considers whether it could result in public interest harms by
    substantially frustrating or impairing the objectives or
    implementation of the Communications Act or related statutes.[^34]
    The Commission then employs a balancing test weighing any potential
    public interest harms of the proposed transaction against the
    potential public interest benefits to ensure that, on balance, the
    proposed transaction will serve the public interest.[^35] The
    Applicants bear the burden of proving, by a preponderance of the
    evidence, that the proposed transaction, on balance, serves the
    public interest.[^36]

11. As a threshold matter, the Commission must determine whether the
    parties meet the requisite qualifications to hold and assign
    licenses under Section 310(d) of the Communications Act and the
    Commission's rules.[^37] As a general rule, the Commission does not
    re-evaluate the qualifications of assignors unless issues related to
    basic qualifications have been designated for hearing by the
    Commission or have been sufficiently raised in petitions to warrant
    designation for hearing.[^38] As a required part of our public
    interest analysis, however, Section 310(d) obligates the Commission
    to consider whether the proposed assignee is qualified to hold
    Commission licenses.[^39] Here, the qualifications of the assignor
    have not been challenged, and we see no reason to reevaluate the
    qualifications of Urban Comm in this proceeding. Similarly, no
    issues have been raised with respect to the basic qualifications of
    Cricket, as assignee. Thus, we find no reason to reevaluate the
    qualifications of Cricket at this time.

12. When evaluating the likely competitive effects and public interest
    benefits of a proposed transaction, the Commission performs a
    case-by-case review of the transaction in order to fulfill the
    Commission's statutory mandate to promote and enhance competition in
    the relevant market, ensure diversity of license holdings,
    accelerate private sector deployment of advanced services, and
    manage the spectrum in the public interest.[^40] In this
    transaction, Cricket proposes to acquire, pursuant to the assignment
    of licenses, 10 megahertz of broadband PCS spectrum in 13 Basic
    Trading Areas ("BTA").[^41] According to the Application, Cricket
    and its affiliated entities do not currently hold licenses or offer
    services in any of these markets.[^42] The Applicants state that,
    post-transaction, Cricket will hold 10 megahertz of spectrum in each
    relevant market, and that the transaction does not increase
    Cricket's spectrum holdings in any of the subject service
    areas.[^43] Therefore, we conclude that competitive harms are
    unlikely as a result of this transaction.

13. The Applicants assert that this transaction will serve the public
    interest in three principal ways.[^44] First, the assignment of
    licenses will allow Cricket and its affiliated entities to deploy
    the Cricket service model in thirteen new markets.[^45] Second, it
    will increase Cricket's operating efficiency.[^46] Third, the
    transaction will increase the amount of spectrum actually used to
    provide services to consumers and will facilitate the resolution of
    a long-standing bankruptcy proceeding.[^47] In addition, the
    Applicants maintain that the transaction will have no countervailing
    adverse effect on competition because it will bring a new competitor
    to each BTA served by the licenses.[^48] Insofar as Urban Comm's
    bankruptcy delayed delivery of service in the relevant geographic
    markets, the Applicants contend that assignment of the licenses to
    Cricket will not result in the elimination of an active competitor
    in any market, but rather the creation of a new one.[^49] On
    balance, we find that this proposed transaction is in the public
    interest as it allows Cricket to expand its footprint into new
    markets.

## Requests for Waiver

14. We next turn to our determination regarding the Applicants' requests
    for waiver of sections 1.2111 and 24.714 of the Commission's rules,
    which are necessary if the transaction is to proceed as contemplated
    by the terms of the Settlement Agreement and Purchase Agreement. For
    the reasons articulated below, we find that the Applicants have
    satisfied the Commission's standard for waiver to the extent
    described herein.[^50] Therefore, we grant Urban Comm a limited
    waiver of the full payment provisions of sections 1.2111 and 24.714
    of the Commission's rules, and we grant Cricket a waiver of the
    timing provisions of section 24.714 so that the Applicants may
    consummate the proposed transaction.[^51]

15. Sections 1.2111(c) and 24.714(c) of the Commission's rules govern
    the assignment of broadband PCS licenses financed under the
    Commission's installment payment program.[^52] The Applicants argue
    that a waiver of these rules may be necessary because the Commission
    is not receiving full payment of the installment debt, which
    includes the outstanding principal, unpaid interest, and late fees,
    on the licenses that would be assigned to Cricket.[^53] Although
    both rules are intended to prevent unjust enrichment, they impose
    the obligation to pay the outstanding debt on different parties
    depending on whether the assignment is full or partial (*i.e.,* a
    partition of the market or disaggregation of spectrum). Under
    section 1.2111(c), the licensee must pay on or before consummation
    the entire outstanding installment debt associated with the licenses
    that it wishes to fully assign to non-eligible parties. Under
    section 24.714(c), the outstanding balance owed by the licensee
    (including accrued and unpaid interest) is apportioned between the
    licensee and the disaggregatee, with each party being responsible
    for its proportionate share.[^54] As the Commission found in the
    *NextWave-Cingular Order*,[^55] section 24.714 does not anticipate
    that the disaggregatee will be responsible for paying more than its
    *pro rata* portion of the unpaid principal and two quarters of
    interest and late fees.[^56] Thus, in the instant transaction, in
    addition to its proportionate share of the entire outstanding
    principal obligation owed for the disaggregated licenses, Cricket is
    required to pay an apportioned share of two quarters of accrued and
    unpaid interest and late fees associated with that outstanding
    principal. All interest and any late fees above this amount that is
    owed to the Commission for the disaggregated spectrum that is being
    assigned to Cricket remain the obligation of Urban Comm, and, as
    discussed in detail below, are included in the limited waiver of
    section 24.714 that we grant to Urban Comm. Accordingly, Cricket's
    payment obligation for the two disaggregated C block licenses
    included in the Applications is at most \$15.1 million.[^57] Thus,
    applying the Alternative Cash Payment (which is approximately \$25
    million) to this obligation fully satisfies Cricket's payment
    responsibilities. Therefore, we find that Cricket does not require a
    waiver of the full payment provision of section 24.714.

16. We now turn to Urban Comm's payment obligations. First, with respect
    to the two disaggregated licenses, Urban Comm, as we noted above, is
    obligated pursuant to section 24.714 to pay all interest and any
    late fees beyond that owed by Cricket under that rule for the
    spectrum that is to be assigned to Cricket. Second, with respect to
    the proposed full assignment of the other eleven licenses, Urban
    Comm is required by section 1.2111 to pay the full amount of the
    remaining unpaid principal, the accrued interest, and any late
    fees.[^58] We note that, after subtracting from the Alternative Cash
    Payment the maximum amount that Cricket could owe for the two
    disaggregated C block licenses, the remainder (approximately \$10
    million) is sufficient to fully satisfy Urban Comm's obligation
    under section 1.2111 for outstanding principal on the eleven
    licenses it proposes to assign. However, what remains of the
    Alternative Cash Payment thereafter (*i.e.,* the amount left after
    subtracting the maximum amount Cricket could owe for the
    disaggregated C block licenses and Urban Comm's outstanding
    principal for the full assignments) is insufficient to fully pay the
    accrued interest and any late fees that Urban Comm owes under
    sections 1.2111 and 24.714. Thus, to facilitate approval of the
    assignment of licenses to Cricket as described in the Application,
    we have been asked to grant Urban Comm a limited waiver of the full
    payment provisions in sections 1.2111 and 24.714 with respect to its
    portion of accrued interest and any late fees.

17. As noted above, the Applicants acknowledge that the Commission's
    rules require licensees participating in the Commission's
    installment payment program to satisfy their auction-related debt
    obligations in order to assign, disaggregate, or transfer control of
    a license that is subject to installment payments to an entity that
    is not eligible to participate in the installment payment
    program.[^59] The Applicants request, however, that the Commission
    either "explicitly state that delivery of the FCC Direct
    Payment\[s\] ... constitutes full payment, and satisfies all
    conditions, required under Sections 1.2111 and 24.714," or waive
    those rules to the extent it finds waiver is necessary to consummate
    the proposed transaction.[^60]

18. We deny the Applicants' request that the Commission should simply
    find that the amount of the payment negotiated as a matter of
    settlement satisfies the payment obligations arising from sections
    1.2111 and 24.714 of the Commission's rules. Consistent with the
    Commission's finding in the *NextWave-Cingular Order*, the existence
    of a negotiated settlement agreement between a licensee and the
    government does not automatically relieve the Applicants of their
    regulatory obligations under the Commission's rules.[^61] Rather, in
    circumstances where the implementation of a settlement
    agreement results in a departure from the Commission's rules, the
    Commission must apply the legal standard in section 1.925 of its
    rules to consider whether it should grant any necessary
    waivers. Accordingly, if we are to approve the assignment of
    licenses to Cricket as described in the Application, we must grant
    Urban Comm a limited waiver of the full payment provisions of
    sections 1.2111 and 24.714 as well as a waiver to Cricket regarding
    the timing provisions of section 24.714 pursuant to section 1.925 of
    the Commission's rules.

19. As a general matter, to obtain a waiver, a party must show either
    that: (i) the underlying purpose of the applicable rule would not be
    served, or would be frustrated by its application to the instant
    case, and a grant of the requested waiver would be in the public
    interest; or (ii) the unique facts and circumstances of the
    particular case render application of the rule inequitable, unduly
    burdensome or otherwise contrary to the public interest, or the
    applicant has no reasonable alternative.[^62] We agree with the
    Applicants that the unique facts and circumstances of the Urban Comm
    bankruptcy proceeding and the Settlement Agreement render a strict
    application of the installment payment unjust enrichment rules to
    the present circumstances contrary to the public interest.[^63] We
    recognize that, without a waiver of the unjust enrichment rules, the
    proposed transaction will fail, and the licenses will remain subject
    to the continued uncertainties inherent in the bankruptcy process.
    On the other hand, approval of the proposed transaction and grant of
    a limited waiver to Urban Comm, as described herein, serves the
    public interest. Specifically, grant of a limited waiver will allow
    this spectrum to be put into immediate use for the benefit of
    consumers. Since Cricket does not currently hold spectrum in any of
    the relevant markets and Urban Comm has few, if any, subscribers,
    the transaction will add a new competitor.[^64]

20. Moreover, we believe that granting a limited waiver of sections
    1.2111 and 24.714 to Urban Comm is consistent with the Commission's
    statutory obligations under Section 309(j) of the Communications Act
    and Commission precedent.[^65] As the Applicants argue, the proposed
    transaction will promote the efficient use of spectrum and the rapid
    deployment of services for the benefit of the public.[^66] Such an
    outcome is consistent with the Commission's statutory obligation in
    Section 309(j)(3)(A)-(B) to promote competition and to speed the
    deployment of services for the benefit of the public.[^67] We are
    also mindful that the recovery of approximately \$25 million for the
    benefit of the U.S. Treasury is consistent with the intent of
    Section 309(j)(3)(C) of the Act, "to recover for the public a
    portion of the value of the public spectrum resource."[^68] As the
    Commission found in the *NextWave-Cingular Order*, continued
    litigation will only hinder the Commission's ability to recover such
    value.[^69] The proposed assignment of licenses from Urban Comm to
    Cricket will end the uncertainty surrounding the licenses as a
    result of the Urban Comm bankruptcy proceedings. Here, as in the
    case of the NextWave bankruptcy, it is unclear how long it would
    take to achieve the recovery of a portion of the value of the public
    spectrum resource through the bankruptcy process.[^70] We therefore
    believe that under these unique circumstances, granting a limited
    waiver is entirely consistent with the Commission's statutory
    obligations in Section 309(j)(3)(C) of the Communications Act.[^71]

21. Additionally, we do not believe that approval of the proposed
    transaction and grant of a limited waiver results in any unjust
    enrichment as contemplated by the Commission's rules. The proposed
    transaction is not the type of "rapid sale of licenses acquired
    through the benefit of preference policies" that the Commission's
    anti-trafficking rules were designed to prevent.[^72] More
    importantly, while we recognize that the acceptance of the
    Alternative Cash Payment results in less than full payment under the
    Commission's rules and would be otherwise impermissible absent these
    particular circumstances, on balance, we conclude that the present
    circumstances (including full payment of Urban Comm's principal
    obligation) are similar to those the Commission considered in the
    *NextWave-Cingular Order*, finding in favor of the grant of a
    limited waiver.[^73]

22. In granting this limited waiver, we follow the precedent set by the
    Commission in the *NextWave-Cingular Order*, and do not reach any
    determination regarding how long or how much interest or late fees
    have accrued under section 1.2111 or section 24.714. Instead,
    because the Department of Justice executed the Settlement Agreement,
    on the Commission's behalf, and has exercised its discretion under
    the Debt Collection and Improvement Act to grant debt forgiveness
    for any monies owed above the Alternative Cash Payment (subject to
    the Commission's necessary regulatory approvals that we have
    provided herein), we need not define the specific amount of the
    interest and late fees owed for the licenses in order to determine
    that the public interest will be served by a grant of a limited
    waiver of the full payment provision of sections 1.2111 and section
    24.714 regarding those obligations. The payment the Commission will
    receive from this transaction fully satisfies the outstanding
    principal and at least a portion of the interest and any late fees
    that Urban Comm owes under sections 1.2111 and 24.714 in connection
    with the 13 licenses. The grant of a limited waiver of Urban Comm's
    obligation to render the full payment owed under sections 1.2111 and
    24.714 allows the transaction described in the Purchase Agreement to
    be consummated as the Applicants and the United States Government
    intended. This in turn allows for resolution of longstanding
    litigation with respect to the licenses included in the proposed
    transfer of control. As the Commission noted in the
    *NextWave-Cingular Order*, such action has significant benefits to
    the public.[^74]

23. As a final matter, we grant Cricket a waiver of the 30-day
    requirement in section 24.714,. In the *NextWave-Cingular Order*,
    the Commission allowed the parties to make their payment obligations
    consistent with a settlement agreement reached between the debtor
    and the Department of Justice because it found that it served the
    public interest to have finality in the transaction.[^75] We find
    that the public interest would likewise be served in this case and,
    therefore, grant Cricket a limited waiver of the timing provision of
    section 24.714(c) of the Commission's rules so that payment can be
    made upon the consummation of the transaction.

# COnclusion

24. Pursuant to our review under Section 310(d) of the Communications
    Act, we find that approval of the Application will serve the public
    interest, convenience, and necessity.[^76] In addition, we grant
    Urban Comm a limited waiver of the full payment provision of
    sections 1.2111 and 24.714 of the Commission's rules, as described
    herein, and Cricket a waiver of the timing requirements of section
    24.714.

# Ordering clauses

25. Accordingly, IT IS ORDERED that, pursuant to authority granted in
    Sections 4(i), 309(j), and 310(d) of the Communications Act of 1934,
    as amended, 47 U.S.C. §§ 154(i), 309(j), 310(d), the applications
    seeking approval for the assignment of licenses from Urban Comm to
    Cricket are GRANTED, conditioned upon the Commission's receipt of
    the Alternative Cash Payment specified by the Settlement Agreement.

26. Additionally, to the extent described herein, we GRANT a limited
    waiver to Urban Comm of the full payment provision of section 1.2111
    and 24.714 of the Commission's rules, 47 C.F.R. §§ 1.2111, 24.714.

27. Additionally, to the extent described herein, we GRANT a limited
    waiver to Cricket of the timing requirements of section 24.714, 47
    C.F.R. § 24.714, to permit the consummation of the assignment after
    the 30 days required under the rule.

28. These actions are taken under delegated authority pursuant to
    sections 0.131 and 0.331 of the Commission's rules, 47 C.F.R. §§
    0.131, 0.331.

    FEDERAL COMMUNICATIONS COMMISSION

    Catherine W. Seidel

    Acting Chief

    Wireless Telecommunications Bureau

[^1]: ULS File Nos. 0002526701 and 0002526699 (filed March 20, 2006).
    Specifically, Cricket would acquire 10 megahertz of broadband PCS C
    and F block spectrum in the following BTAs:
    Asheville-Hendersonville, NC (BTA020), Florence, SC (BTA147), Myrtle
    Beach, SC (BTA312), Orangeburg, SC (BTA335), Sumter, SC (BTA436),
    Charleston, SC (BTA072), Goldsboro-Kinston, NC (BTA165),
    Greenville-Washington, NC (BTA176), New Bern, NC (BTA316), Roanoke
    Rapids, NC (BTA377), and Rocky Mount-Wilson, NC (BTA382). Moreover,
    Cricket would acquire 10 megahertz of disaggregated broadband PCS C
    block spectrum in Burlington, NC (BTA062) and Raleigh-Durham, NC
    (BTA368). *See* Application, Exhibit 1 at 3.

[^2]: 47 C.F.R. § 1.2111 (requirements for unjust enrichment payments
    for assignment or transfer of control of licenses subject to
    installment payments); § 24.714 (requirements for unjust enrichment
    payments for partial assignment or transfer of broadband PCS
    licenses subject to installment payments).

[^3]: *See* Application, Exhibit 1 at 1.

[^4]: 47 U.S.C. § 310(d).

[^5]: 47 C.F.R. §§ 1.2111, 24.714.

[^6]: Call Signs KNLF372, KNLF373, KNLF374, KNLF375, KNLF376, KNLF377,
    KNLF378, KNLF379, KNLF380, KNLF381. The Commission conditionally
    granted these broadband PCS C block licenses to Urban Comm on
    September 17, 1996. *See* "FCC Announces Grant of Broadband Personal
    Communications Services Entrepreneurs' C Block BTA Licenses, Final
    Down Payment Due by September 24, 1996," *Public Notice*, 11 FCC Rcd
    11316 (1996).

[^7]: Call Signs KNLG239, KNLH707, KNLH708, KNLH709, KNLH710, KNLH711,
    KNLH712, KNLH713, KNLH714, KNLH715, KNLH716, KNLH717, and KNLH718.
    These broadband PCS F Block licenses were conditionally granted on
    April 28, 1997. *See* "FCC Announces Grant of Broadband Personal
    Communications Services D, E, F Block BTA Licenses Balance of
    Winning Bids (D and E Block) and Final Down Payment (F Block) Are
    Due by May 12, 1997," *Public Notice*, 13 FCC Rcd 1286 (1997).

[^8]: *See* 47 C.F.R. §§ 1.2110, 24.711, 24.716 (1999). In 1997, the
    Commission suspended installment payments for broadband PCS licenses
    pending resolution of requests filed by certain licensees to
    restructure their installment payment obligations. *See* Installment
    Payments for PCS Licenses, *Order*, 12 FCC Rcd 17325 (1997). Shortly
    thereafter, the Commission determined that installment payments will
    not be used in the immediate future as a means of financing small
    business participation in our auction program. *See* Amendment of
    Part 1 of the Commission's Rules -- Competitive Bidding, Allocation
    of Spectrum Below 5 GHz Transferred from Federal Government Use,
    4660-4685 MHz, WT Docket No. 97-82, ET Docket No. 94-32, *Third
    Report and Order and Second Further Notice of Proposed Rule Making*,
    13 FCC Rcd 374, 397 ¶ 38 (1997).

[^9]: *See* Application, Exhibit 1 at 2.

[^10]: *Id*. Urban Comm, Urban Comm MA, and Urban Comm LP are debtors
    and debtors-in-possession under Chapter 11 of Title 11 of the United
    States Code, 11 U.S.C. Section 101 *et seq*., as amended (the
    "Bankruptcy Code"), having commenced cases under Chapter 11 of the
    Bankruptcy Code in the Bankruptcy Court on October 28 and November
    5, 1998. *See* *In re* Urban Communicators PCS Limited Partnership,
    *et. al.,* Nos. 98-B-47996 (REG), 98-B-47997 (REG), and 98-B-10086
    (REG), jointly administered (Bankr. S.D.N.Y. 1998).

[^11]: Prior to the current Application, Urban Comm filed two other
    applications for Commission consent as part of its bankruptcy
    reorganization. One application sought Commission consent to a *pro
    forma* transfer of control of Urban Comm from Urban Comm MA to Urban
    Comm LP, through merging Urban Comm MA into Urban Comm. The
    Commission granted its consent to this *pro forma* transfer of
    control on June 3, 2005. The other application sought Commission
    consent to the full or partial assignment of ten broadband PCS
    licenses from Urban Comm to Cellco Partnership d/b/a Verizon
    Wireless ("Verizon Wireless"). The Wireless Telecommunications
    Bureau ("Bureau"), acting under delegated authority, granted consent
    to the assignment of licenses from Urban Comm to Verizon Wireless on
    June 2, 2005. The parties consummated the assignment of licenses to
    Verizon Wireless on July 13, 2005, leaving Urban Comm holding 13
    broadband PCS F block licenses and 7 partial (i.e., 10 or 20
    megahertz) broadband PCS C block licenses. After consummation of
    this proposed transaction, Urban Comm will continue to hold 8
    licenses, and has applied for consent to assign 5 of these licenses
    to Verizon Wireless. *See* Wireless Telecommunications Bureau
    Assignment of License Authorization Applications, Transfer of
    Control of Licensee Applications, De Facto Transfer Lease
    Applications, and Designated Entity Reportable Eligibility Event
    Applications Accepted for Filing, *Public Notice*, Report No. 2625
    (rel. Aug. 23, 2006).

[^12]: *See* Application, Exhibit 1 at 2.

[^13]: *Id*. at 6.

[^14]: *Id*. at 7.

[^15]: *Id*. at 2-4.

[^16]: *Id*. at 4-5.

[^17]: A copy of the Settlement Agreement is attached to the Application
    as Exhibit 2.

[^18]: *See In re* Urban Communicators PCS Ltd. Partnership, *et al*.,
    Nos. 98 B 47996, 98 B 479977, 98 B 10086 (REG) (Bankr. S.D.N.Y. Apr.
    4, 2005) (approving and authorizing terms and conditions of the
    proposed settlement agreement with the Commission).

[^19]: Application, Exhibit 1 at 4; Settlement Agreement at ¶¶ 1(e), 4.

[^20]: The Application refers to the negotiated payment amount as the
    "FCC Direct Payment." Application, Exhibit 1 at 9. The Settlement
    Agreement refers to the negotiated payment amount as the
    "Alternative Cash Payment." Settlement Agreement at ¶¶ 1(e), 4(a).
    As explained in the Application and the Settlement Agreement, the
    amount of the Alternative Cash Payment is established by the terms
    of the Settlement Agreement and represents a negotiated payment
    amount owed for each license as well as a per diem interest rate for
    each license accruing from and including January 1, 2005 through and
    including the Date of the Closing of the transaction. *Id.* We will
    refer to this amount herein as the Alternative Cash Payment.

[^21]: *See In re* Urban Communicators PCS Ltd. Partnership, *et al*.,
    Nos. 98 B 47996, 98 B 479977, 98 B 10086 (REG) (Bankr. S.D.N.Y.
    March 31, 2006) (approving and authorizing terms and conditions of
    the proposed transaction).

[^22]: Application, Exhibit 1 at 5-7.

[^23]: *Id*. at 9-11.

[^24]: *Id*. The Applicants argue that the "FCC Direct Payment" should
    cover any payment obligations owed by Cricket pursuant to section
    24.714 of the Commission's rules for disaggregated spectrum, but in
    the event it does not, request a waiver for Cricket's payment
    obligations. *Id*. at 10.

[^25]: *Id*..

[^26]: 47 C.F.R. § 24.714(c)(2)(ii).

[^27]: Application, Exhibit 1 at 10.

[^28]: *Id*. at 4.

[^29]: *Id*. at 4; *see also* Urban Comm-North Carolina, Inc., Call
    Signs KNLF372 et al., File Nos. 0001939409 et al., *Order*, DA
    05-1561, 20 FCC Rcd 9993 (2005) (*Urban Comm Tolling*).

[^30]: Application, Exhibit 1 at 5.

[^31]: See Wireless Telecommunications Bureau Assignment of License
    Authorization Applications, Transfer of Control of Licensee
    Applications, and *De Facto* Transfer Lease Applications Accepted
    for Filing, *Public Notice*, Report No. 2451 (rel. Mar. 29, 2006).

[^32]: 47 U.S.C. § 310(d).

[^33]: *See, e.g.,* Nextel Partners, Inc. and Sprint Nextel Corporation
    Applications for Approval of Transfer of Control, File Nos.
    0002444650, *et al., Memorandum Opinion and Order*, FCC 06-84, ¶ 7
    (rel. June 20, 2006) ("*Sprint-Nextel-Nextel Partners Order*"); SBC
    Communications Inc. and AT&T Corp. Applications for Approval of
    Transfer of Control, WC Docket No. 05-65, *Memorandum Opinion and
    Order*, 20 FCC Rcd 18290, 18300 ¶16 (2005) ("*SBC-AT&T Order*");
    Verizon Communications Inc. and MCI, Inc. Applications for Approval
    of Transfer of Control, WC Docket No. 05-75, *Memorandum Opinion and
    Order*, 20 FCC Rcd 18433, 18442-43 ¶ 16 (2005) ("*Verizon-MCI
    Order*"); Applications of Nextel Communications, Inc. and Sprint
    Corporation, WT Docket No. 05-63, *Memorandum Opinion and Order*, 20
    FCC Rcd 13967, 13976 ¶20 (2005) ("*Sprint-Nextel Order*");
    Applications of Western Wireless Corporation and ALLTEL Corporation,
    WT Docket No. 05-50, *Memorandum Opinion and Order*, 20 FCC Rcd
    13053, 13062 ¶17 (2005) ("*ALLTEL-Western Wireless Order")*;
    Applications of AT&T Wireless Services, Inc. and Cingular Wireless
    Corporation, WT Docket No. 04-70, *Memorandum Opinion and Order*, 19
    FCC Rcd 21522, 21542-43 ¶ 40 (2004) ("*Cingular-AT&T Wireless
    Order*").

[^34]: *See, e.g., SBC-AT&T Order*, 20 FCC Rcd at 18300 ¶16;
    *Verizon-MCI Order*, 20 FCC Rcd at 18442-43 ¶ 16; *Sprint-Nextel
    Order*, 20 FCC Rcd at 13976 ¶ 20.

[^35]: *See, e.g., Sprint Nextel-Nextel Partners Order* at ¶ 7;
    *SBC-AT&T* Order, 20 FCC Rcd at 18300 ¶ 16; *Verizon-MCI Order*, 20
    FCC Rcd at 18443 ¶ 16; *Sprint-Nextel Order*, 20 FCC Rcd at 13976 ¶
    20; *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13062-63 ¶ 17;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21543 ¶ 40.

[^36]: *See, e.g.*, *Sprint-Nextel-Nextel Partners Order* at ¶ 7;
    *SBC-AT&T Order*, 20 FCC Rcd at 18300 ¶ 16; *Verizon-MCI Order*, 20
    FCC Rcd at 18443 ¶ 16; *Sprint-Nextel Order*, 20 FCC Rcd at 13976-77
    ¶ 20; *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13063 ¶ 17;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21542-43, ¶ 40.

[^37]: *See* 47 U.S.C. § 310(d); 47 C.F.R. § 1.948; *see also Sprint
    Nextel-Nextel Partners Order* at ¶ 10; *SBC-AT&T Order*, 20 FCC Rcd
    at 18379 ¶ 171; *Verizon-MCI Order*, 20 FCC Rcd at 18526 ¶ 183;
    *Sprint-Nextel Order*, 20 FCC Rcd at 13979 ¶ 24; *ALLTEL-Western
    Wireless Order*, 20 FCC Rcd at 13063 ¶ 18; *Cingular-AT&T Wireless
    Order*, 19 FCC Rcd at 21546 ¶ 44.

[^38]: *See, e.g., Sprint Nextel-Nextel Partners Order* at ¶ 10;
    *SBC-AT&T Order*, 20 FCC Rcd at 18379 ¶ 171; *Verizon-MCI Order*, 20
    FCC Rcd at 18526 ¶ 183; *Sprint-Nextel Order*, 20 FCC Rcd at 13979 ¶
    24; *ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13063-64 ¶ 18;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21546 ¶ 44. *See also*
    Stephen F. Sewell, *Assignments and Transfers of Control of FCC
    Authorizations under Section 310(d) of the Communications Act of
    1934*, 43 [Fed. Comm. L.J.]{.smallcaps} 277, 339-40 (1991). The
    policy of not approving assignments or transfers when issues
    regarding the licensee's basic qualifications remain unresolved is
    designed to prevent licensees from evading responsibility for
    misdeeds committed during the license period. *See id.*

[^39]: *See, e.g., Sprint Nextel-Nextel Partners Order* at ¶ 10;
    *SBC-AT&T Order*, 20 FCC Rcd at 18379 ¶ 171; *Verizon-MCI Order*, 20
    FCC Rcd at 18526 ¶ 183; *Sprint-Nextel Order*, 20 FCC Rcd at 13979 ¶
    24 \[check this cite\]; *ALLTEL-Western Wireless Order*, 20 FCC Rcd
    at 13063 ¶ 18; *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21546 ¶
    44.

[^40]: *See* *Sprint-Nextel Order*, 20 FCC Rcd at 13977 ¶ 21;
    *ALLTEL-Western Wireless Order*, 20 FCC Rcd. at 13064-5 ¶ 19;
    *Cingular-AT&T Wireless Order*, 19 FCC Rcd at 21544 ¶ 41; *GM-News
    Corp. Order*, 19 FCC Rcd at 483-84 ¶ 16; *Nextel-WorldCom Order*, 19
    FCC Rcd at 6244 ¶ 29; *see also* 2000 Biennial Regulatory Review
    Spectrum Aggregation Limits For Commercial Mobile Radio Services,
    *Report and Order*, 16 FCC Rcd 22668, 22696 ¶ 55 (2001) (citing 47
    U.S.C. §§ 301, 303, 309(j), 310(d)).

[^41]: Application, Exhibit 1 at 3.

[^42]: *Id*.; Exhibit 2.

[^43]: *See* Application, Exhibit 1 at 7.

[^44]: Application, Exhibit 1 at 5-6.

[^45]: *Id*. at 5.

[^46]: *Id*.

[^47]: *Id*.

[^48]: *Id*. at 7.

[^49]: *Id*.

[^50]: 47 C.F.R. § 1.925.

[^51]: 47 C.F.R. §§ 1.2111, 24.714.

[^52]: 47 C.F.R. §§ 1.2111, 24.714.

[^53]: Application, Exhibit 1 at 9-11.

[^54]: Applications for Consent to the Assignment of Licenses Pursuant
    to Section 310(d) of the Communications Act from NextWave Personal
    Communications, Inc., Debtor-in-Possession, and NextWave Power
    Partners, Inc., Debtor-in-Possession, to subsidiaries of Cingular
    Wireless LLC, WT Docket No. 03-217, Memorandum Opinion and Order, 19
    FCC Rcd 2570, 2586-87, ¶38 (2004) (*NextWave-Cingular Order*). In
    the case of disaggregation, the balance shall be apportioned based
    upon the ratio of the amount of spectrum disaggregated to the amount
    of spectrum allocated to the licensed area. *See* 47 C.F.R. §
    24.714(c).

[^55]: *NextWave-Cingular Order*, 19 FCC Rcd at 2586-87 ¶ 38.

[^56]: *Id*. The Commission reasoned that section 24.714 did not
    contemplate that interest and late fees could accrue and go unpaid
    for longer than two quarters without the license automatically
    canceling for failure to pay under section 1.2110(g)(4)(iv). *Id*.

[^57]: This calculation is an approximate amount and includes two
    quarterly payments of interest based on the original principal
    obligation, interest, and late fees based on those payment amounts.
    As stated below, *see* *infra* para. 22, we are not in this decision
    reaching any determination regarding how long or how much interest
    or late fees have accrued for the licenses under sections 24.714 and
    1.2111 of the Commission's rules.

[^58]: 47 C.F.R. § 1.2111.

[^59]: Application, Exhibit 1 at 11.

[^60]: *Id*. at 9.

[^61]: *NextWave-Cingular Order*, 19 FCC Rcd at 2588-89 ¶¶ 42-43
    (Commission found that approval of the transaction required waiver
    of the unjust enrichment rules).

[^62]: 47 C.F.R. § 1.925; *Northeast Cellular Telephone Co. v. FCC*, 897
    F.2d 1164, 1166 (D.C. Cir. 1990); *Thomas Radio Co. v. FCC*, 716
    F.2d 921 (D.C. Cir. 1983); *WAIT Radio v. FCC*, 418 F.2d 1153 (D.C.
    Cir. 1969), aff'd, 459 F.2d 1203 (1972) *cert. denied*, 409 U.S.
    1027, 93 S.Ct. 461 (1972).

[^63]: This finding is consistent with past Commission precedent. *See*
    *NextWave-Cingular Order*, 19 FCC Rcd at 2588.

[^64]: *See* Application, Exhibit 1 at 7.

[^65]: 47 U.S.C. § 309(j).

[^66]: Application, Exhibit 1 at 7.

[^67]: 47 U.S.C. § 309(j)(3)(A)-(B).

[^68]: 47 U.S.C. § 309(j)(3)(C).

[^69]: *NextWave-Cingular Order*, 19 FCC Rcd at 2589-90 ¶ 45.

[^70]: *See id*. In the *NextWave-Cingular Order*, the Commission
    further noted that there was no guarantee that the value recovered
    through the bankruptcy process would ultimately be any greater than
    that which had been negotiated through the settlement reached in the
    Settlement Agreement, and it was entirely possible that it could be
    less and could take far longer to obtain. *Id*.

[^71]: 47 U.S.C. § 309(j)(3)(C).

[^72]: Implementation of Section 309(j) of the Communications Act --
    Competitive Bidding, PP Docket No. 93-235, *Second Report and
    Order*, 9 FCC Rcd 2348, 2394 ¶ 258 (1994).

[^73]: *NextWave-Cingular Order*, 19 FCC Rcd at 2590 ¶ 46.

[^74]: *Id*.

[^75]: *Id*. at 2590-91 ¶ 47.

[^76]: 47 U.S.C. § 310(d).