PUBLIC NOTICE![](media/image1.png){width="0.6541666666666667in"
height="0.6604166666666667in"}

FEDERAL COMMUNICATIONS COMMISSION

445 TWELFTH STREET, S.W.

WASHINGTON, D.C. 20554 **DA 05-1042**

News media information 202/418-0500 Fax-On-Demand 202/418-2830 Internet:
http://www.fcc.gov ftp.fcc.gov

**Released: April 8, 2005**

**URBAN COMM-NORTH CAROLINA, INC., SUNCOM WIRELESS, INC. AND**

**CELLCO PARTNERSHIP SEEK FCC CONSENT TO THE**

**TRANSFER OF CONTROL AND ASSIGNMENT OF BROADBAND PCS LICENSES**

**WT Docket No. 05-169**

**PLEADING CYCLE ESTABLISHED**

**Petitions to Deny Due: May 9, 2005**

**Oppositions Due: May 19, 2005**

**Replies Due: May 26, 2005**

Urban Comm-North Carolina, Inc., Debtor-in-Possession ("Urban Comm"),
SunCom Wireless, Inc. ("Triton"),[^1] a wholly-owned subsidiary of
Triton PCS Holdings, Inc., and Cellco Partnership d/b/a Verizon Wireless
("Verizon Wireless") (collectively, the "Applicants") have filed a
series of applications pursuant to Section 310(d) of the Communications
Act of 1934, as amended,[^2] seeking Commission consent to (1) the full
or partial assignment to Verizon Wireless of ten C-block broadband
Personal Communications Services ("PCS") licenses, and (2) the
subsequent transfer of control of Urban Comm to Triton. Upon
consummation of the proposed transaction, Verizon Wireless will receive
30 MHz of spectrum in three Basis Trading Areas ("BTAs"), 20 MHz of
spectrum in five BTAs and 10 MHz of spectrum in two BTAs.[^3] The
remainder of Urban Comm's licenses ("Triton's Licenses") will be
retained by Urban Comm, under the indirect control of Triton. Triton's
Licenses will consist of 10 MHz in eighteen BTAs and 20 MHz in two
BTAs.[^4]

The full or partial assignments to Verizon Wireless will occur pursuant
to an Agreement to Purchase FCC Licenses by and between Urban Comm and
Verizon Wireless dated as of December 22, 2004 (the "Verizon Purchase
Agreement"). Because Urban Comm is undergoing bankruptcy reorganization,
the U.S. Bankruptcy Court for the Southern District of New York (the
"Bankruptcy Court") has reviewed and approved the Purchase Agreement,
and entered a "Sale Order" authorizing this transaction.[^5] The
proposed transaction does not involve the assignment of any other FCC
licenses or authorizations, including microwave stations or
international Section 214 authorizations.

The transfer of control of Urban Comm to Triton will be conducted
pursuant to a Stock Purchase Agreement and Assignment Agreement
(collectively referred to as the "Triton Stock Purchase Agreement"),
both dated as of November 30, 2004, entered into among Urban Comm; its
immediate parent, Urban Comm-Mid-Atlantic, Inc., Debtor-in-Possession
("Urban MA"); Urban Comm's ultimate parent, Urban Communicators PCS
Limited Partnership, Debtor-in-Possession ("Urban LP"); and Triton PCS
Holdings, Inc. ("Triton Holdings"), the ultimate parent of Triton. Prior
to execution, the Triton Stock Purchase Agreement was submitted to the
Bankruptcy Court by the Debtors and was approved by the Bankruptcy Court
in an order dated December 1, 2004.[^6] At closing, Urban LP will issue
100 shares of newly issued common stock of Urban Comm to Triton
Holdings, which will constitute all of the then-issued and outstanding
shares of Urban Comm's capital stock.

**I. SECTION 310(d) APPLICATIONS**

The following applications for consent to the full and partial
assignment of PCS licenses, granted pursuant to Part 24 of the
Commission's rules, to Verizon Wireless have been assigned the file
numbers below.

  ---------------------------------------------------------------------------------------
  **[File              **[Licensee]{.underline}**                   **[Lead Call
  No.]{.underline}**                                                Sign]{.underline}**
  -------------------- -------------------------------------------- ---------------------
  0001994620           Urban Comm-North Carolina, Inc.              KNLF372

  0002007683           Urban Comm-North Carolina, Inc.              KNLF374
  ---------------------------------------------------------------------------------------

The following application for consent to the transfer of control of PCS
licenses, granted pursuant to Part 24 of the Commission's rules, to
Triton has been assigned the file number below.

  ---------------------------------------------------------------------------------------
  **[File              **[Licensee]{.underline}**                   **[Lead Call
  No.]{.underline}**                                                Sign]{.underline}**
  -------------------- -------------------------------------------- ---------------------
  0001978782           Urban Comm-North Carolina, Inc.              KNLF372

  ---------------------------------------------------------------------------------------

II. **DESIGNATED ENTITY AND ENTREPRENUERIAL ELIGIBILITY ISSUES**

The Commission's Rules state that "\[n\]o assignment or transfer of
control of a license for frequency Block C or frequency Block F won in
closed bidding pursuant to the eligibility requirements of § 24.709 will
be granted," except when, among other things, "\[t\]he application for
assignment or transfer of control is filed on or after the date the
licensee has notified the Commission pursuant to § 24.203(c) that its
five-year construction requirement has been satisfied."[^7] The
Applicants state that each of Urban Comm's licenses was granted more
than five years ago, and 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 Licenses.

Urban Comm, Urban LP, and Urban MA, and the Commission entered into a
settlement agreement (the "Settlement Agreement"), dated as of March 14,
2005, regarding the installment payment obligations incurred by Urban
Comm with respect to its licenses. The Bankruptcy Court approved the
Settlement Agreement by Order dated April 4, 2005.[^8] The Triton Stock
Purchase Agreement and the Verizon Purchase Agreement, provide that, at
their respective closings, Triton and Verizon Wireless will each deliver
to the Commission a portion of the purchase price in satisfaction of the
claims against the licenses. The Applicants have requested that as part
of its approval of the proposed transfer and full or partial
assignments, the Commission find that delivery of this payment
(including its timing) will constitute full payment, and will satisfy
all conditions, pursuant to sections 1.2111 and 24.714 of the
Commission's rules,[^9] or that the Commission grant waivers of these
sections to the extent necessary.

**III. *EX PARTE* STATUS OF THIS PROCEEDING**

Pursuant to section 1.1200(a) of the Commission's rules,[^10] the
Commission may adopt modified or more stringent *ex parte* procedures in
particular proceedings if the public interest so requires. We announce
that this proceeding will be governed by permit-but-disclose *ex parte*
procedures that are applicable to non-restricted proceedings under
section 1.1206 of the Commission's rules.[^11]

Parties making oral *ex parte* presentations are directed to the
Commission's statement re-emphasizing the public's responsibility in
permit-but-disclose proceedings and are reminded that memoranda
summarizing the presentation must contain the presentation's substance
and not merely list the subjects discussed.[^12] More than a one- or
two-sentence description of the views and arguments presented is
generally required.[^13] Other rules pertaining to oral and written
presentations are set forth in section 1.1206(b) as well.[^14] We urge
parties to use the Electronic Comment Filing System ("ECFS") to file *ex
parte* submissions.[^15]

**IV. GENERAL INFORMATION**

The applications referenced herein have been found, upon initial review,
to be acceptable for filing. The Commission reserves the right to return
any application if, upon further examination, it is determined to be
defective and not in conformance with the Commission's rules or
policies. Final action on these applications will not be taken earlier
than thirty-one days following the date of this Public Notice.[^16]

Interested parties must file petitions to deny no later than **May 9,
2005**. Persons and entities that file petitions to deny become parties
to the proceeding. They may participate fully in the proceeding,
including seeking access to any confidential information that may be
filed under a protective order, seeking reconsideration of decisions,
and filing appeals of a final decision to the courts. Oppositions to
such pleadings must be filed no later than **May 19, 2005**. Replies to
such pleadings must be filed no later than **May 26, 2005**. All filings
concerning matters referenced in this Public Notice should refer to **DA
05-169** and **WT Docket No. 05-1042**, as well as the specific file
numbers of the individual applications or other matters to which the
filings pertain.

Under the Commission's current procedures for the submission of filings
and other documents,[^17] submissions in this matter may be filed
electronically (*i.e.*, though ECFS) or by hand delivery to the
Commission's Massachusetts Avenue location.

-   **If filed through ECFS**,[^18] comments shall be sent as an
    electronic file via the Internet to
    http://www.fcc.gov/e-file/ecfs.html. In completing the transmittal
    screen, commenters should include their full name, Postal Service
    mailing address, and the applicable docket number. Parties may also
    submit an electronic comment by Internet e-mail. To get filing
    instructions for e-mail comments, commenters should send an e-mail
    to ecfs@fcc.gov, and should include the following words in the body
    of the message, "get form \<your e-mail address\>." A sample form
    and directions will be sent in reply.

-   **If filed by paper**, the original and four copies of each filing
    must be filed by hand or messenger delivery, by commercial overnight
    courier, or by first-class or overnight U.S. Postal Service mail
    (although we continue to experience delays in receiving U.S. Postal
    Service mail). The Commission\'s contractor, Natek, Inc., will
    receive hand-delivered or messenger-delivered paper filings for the
    Commission\'s Secretary at 236 Massachusetts Avenue, N.E., Suite
    110, Washington, D.C. 20002. The filing hours at this location are
    8:00 a.m. to 7:00 p.m. All hand deliveries must be held together
    with rubber bands or fasteners. Any envelopes must be disposed of
    before entering the building. Commercial overnight mail (other than
    U.S. Postal Service Express Mail and Priority Mail) must be sent to
    9300 East Hampton Drive, Capitol Heights, MD 20743. U.S. Postal
    Service first-class mail, Express Mail, and Priority Mail should be
    addressed to 445 12th Street, S.W., Washington, D.C. 20554. All
    filings must be addressed to the Commission\'s Secretary, Office of
    the Secretary, Federal Communications Commission.

Parties are requested to deliver one copy of each pleading
electronically, by e-mail or facsimile, or if delivered as paper copy,
by hand or messenger delivery, by commercial overnight courier, or by
first-class or overnight U.S. Postal Service mail (according to the
procedures set forth above for paper filings), to: (1) the Commission\'s
duplicating contractor, Best Copy and Printing, Inc., at FCC@BCPIWEB.COM
or (202) 488-5563 (facsimile); (2) Erin McGrath, Mobility Division,
Wireless Telecommunications Bureau, at erin.mcgrath@fcc.gov, or (202)
418-7447 (facsimile); (3) Susan Singer, Spectrum and Competition Policy
Division, Wireless Telecommunications Bureau, at susan.singer@fcc.gov,
or (202) 418-7447 (facsimile); (4) Kathy Harris, Mobility Division,
Wireless Telecommunications Bureau, at kathy.harris@fcc.gov, or (202)
418-7447 (facsimile); and (5) Kimberly Reindl, Office of General
Counsel, at kimberly.reindl@fcc.gov, or (202) 418-2822 (facsimile).

Copies of the applications and any subsequently-filed documents in this
matter may be obtained from Best Copy and Printing, Inc. in person at
445 12th Street, S.W., Room CY-B402, Washington, D.C. 20554, via
telephone at (202) 488-5300, via facsimile at (202) 488-5563, or via
e-mail at FCC@BCPIWEB.COM. The applications and any associated documents
are also available for public inspection and copying during normal
reference room hours at the following Commission office: FCC Reference
Information Center, 445 12th Street, S.W., Room CY-A257, Washington,
D.C. 20554. The applications are also available electronically through
the Commission's ECFS, which may be accessed on the Commission's
Internet website at http://www.fcc.gov. In addition, applications filed
under Parts 22, 24, 27, 90, and 101 of the Commission's rules are
available electronically through ULS, which may be accessed on the
Commission's Internet website. Additional information regarding the
transaction will be available on the FCC\'s Office of General Counsel\'s
website, http://www.fcc.gov/ogc, which will contain a fully indexed,
unofficial listing and electronic copies of all materials in this
docket. Alternate formats of this public notice (computer diskette,
large print, audio recording, and Braille) are available to persons with
disabilities by contacting Brian Millin at (202) 418-7426 (voice), (202)
418-7365 (TTY), or send an e-mail to access@fcc.gov.

For further information, contact Erin McGrath, Mobility Division,
Wireless Telecommunications Bureau, at (202) 418-2042, or Susan Singer,
Spectrum and Competition Policy Division, Wireless Telecommunications
Bureau, at (202) 418-1340.

**-FCC-**

[^1]: Triton PCS, Inc. recently changed its name to SunCom Wireless,
    Inc. For ease of reference, however, we will continue to refer to
    this applicant as "Triton."

[^2]: 47 U.S.C. § 310(d). The applications were amended subsequent to
    their initial submission. When searching for these applications on
    the Wireless Telecommunications Bureau's Universal Licensing System
    ("ULS") at http://wireless.fcc.gov/uls/, the amended versions of the
    applications will appear with an "AM" as the purpose code.

[^3]: Post-transaction, Verizon Wireless will hold between 10 MHz and 55
    MHz of spectrum in the applicable BTAs.

[^4]: Post-transaction, Triton will hold between 10 MHz and 65 MHz of
    spectrum in the applicable BTAs.

[^5]: *See In re* Urban Communicators PCS Ltd. Partnership, *et al*.,
    Nos. 98 B 47996, 98 B 47997, 98 B 10086 (REG) (Bankr. S.D.N.Y. Mar.
    24, 2005) (authorizing and approving the sale of certain PCS
    licenses to Cellco Partnership d/b/a Verizon Wireless, free and
    clear of liens and encumbrances).

[^6]: *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. Dec.
    1, 2004) (approving terms and conditions of the proposed stock
    purchase agreement, break-up fee, non-solicitation covenant, good
    faith deposit terms and conditions, and termination fee terms and
    conditions).

[^7]: 47 C.F.R. § 24.839(a)(6).

[^8]: *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).

[^9]: 47 C.F.R. §§ 1.1206(b), 24.714.

[^10]: 47 C.F.R. § 1.1200(a).

[^11]: *Id.* § 1.1206.

[^12]: *See* Commission Emphasizes the Public's Responsibilities in
    Permit-But-Disclose Proceedings, *Public Notice*, 15 FCC Rcd. 19,945
    (2000).

[^13]: *See* 47 C.F.R. § 1.1206(b)(2).

[^14]: *Id.* § 1.1206(b).

[^15]: *See* discussion *infra* Part IV.

[^16]: *See* 47 U.S.C. § 309(b).

[^17]: *See* Implementation of Interim Electronic Filing Procedures for
    Certain Commission Filings, *Order*, 16 FCC Rcd. 21,483 (2001); *see
    also* FCC Announces a New Filing Location for Paper Documents and a
    New Fax Number for General Correspondence, *Public Notice*, 16 FCC
    Rcd. 22,165 (2001); Reminder: Filing Locations for Paper Documents
    and Instructions for Mailing Electronic Media, *Public Notice*, 18
    FCC Rcd. 16,705 (2003).

[^18]: *See* Electronic Filing of Documents in Rulemaking Proceedings,
    GC Docket No. 97-113, *Report and Order*, 13 FCC Rcd. 11,322 (1998).