**Before the**

**Federal Communications Commission**

**Washington, D.C. 20554**

+----------------------------------+----+------------------------------+
| In the matter of                 | *  | File No. 0001618606-MVD001   |
|                                  | *) |                              |
| DTV NORWICH, LLC                 | ** |                              |
|                                  |    |                              |
| Application for Multichannel     | *  |                              |
| Video Distribution and Data      | *) |                              |
| Service License, MVD001-New York | ** |                              |
|                                  |    |                              |
| Request for Waiver of Section    | *  |                              |
| 101.1412(g)(4) of the            | *) |                              |
| Commission's Rules               | ** |                              |
|                                  |    |                              |
|                                  | *  |                              |
|                                  | *) |                              |
|                                  | ** |                              |
|                                  |    |                              |
|                                  | *  |                              |
|                                  | *) |                              |
|                                  | ** |                              |
|                                  |    |                              |
|                                  | *  |                              |
|                                  | *) |                              |
|                                  | ** |                              |
|                                  |    |                              |
|                                  | *  |                              |
|                                  | *) |                              |
|                                  | ** |                              |
|                                  |    |                              |
|                                  | *  |                              |
|                                  | *) |                              |
|                                  | ** |                              |
+----------------------------------+----+------------------------------+

**ORDER**

**Adopted: September 22, 2004 Released: September 23, 2004**

By the Chief, Broadband Division, Wireless Telecommunications Bureau:

# INTRODUCTION

1.  On June 10, 2004, DTV Norwich, LLC (DTV), the winning bidder and
    applicant for the captioned Multichannel Video Distribution and Data
    Service (MVDDS) license for the New York service area, filed a
    Request for Waiver and Extension of Divestiture Deadline ("Waiver
    Request").[^1] DTV seeks a 270-day extension of the 90-day
    divestiture deadline of Section 101.1412(g)(4) of the Commission's
    MVDDS/cable cross-ownership rule. For the reasons set forth below,
    we grant DTV a temporary waiver by extending by 270 days the
    deadline for it to complete all steps necessary to come into
    compliance with the MVDDS/cable cross-ownership rule. Additionally,
    although DTV filed the Waiver Request under a separate caption, we
    grant the captioned application herein for reasons of administrative
    efficiency.[^2]

# BACKGROUND

2.  *MVDDS/cable cross-ownership rule*. Section 101.1412(a) of the
    Commission's rules prohibits an entity owning an attributable
    interest in a cable operator from having an attributable interest in
    an MVDDS license if the cable operator's service area significantly
    overlaps the MVDDS license area.[^3] The Commission adopted this
    MVDDS eligibility restriction after finding that:

    \[O\]pen eligibility for in‑region cable operators poses a
    significant likelihood of substantial competitive harm. With their
    large current market shares, cable operators have a strong incentive
    to prevent entry by new MVPD providers. \[W\]e have given
    considerable weight to the fact that MVPD markets are characterized
    by a limited number of current providers and a small likelihood of
    increased competition. Prospects for entry in the form of cable
    over‑building or other types of MVPD service appear unlikely.
    Moreover, we believe a fourth provider in the MVPD marketplace would
    provide significant public interest benefits through lower prices,
    improved service quality and increased innovation.

MVDDS *Second R&O* at ¶ 164 (notes omitted).[^4]

3.  *Conditional grant subject to divestiture within 90 days*. Section
    101.1412(g) provides that an entity that would otherwise be barred
    from acquiring an interest in an MVDDS license by the
    cross-ownership restrictions may be a party to an MVDDS application
    pursuant to the divestiture procedures specified in the rule.[^5]
    Moreover, if the applicant is otherwise qualified, the application
    will be granted subject to a condition that the applicant shall come
    into compliance with the eligibility restrictions within 90 days of
    the final grant of the license.[^6] However, the license in question
    cancels automatically if the licensee does not file a certification
    of divestiture (or in some cases an assignment application) with the
    Commission within 90 days of the license grant.[^7]

4.  *Prescribed methods of divestiture; waivers*. The rule sets forth
    three ways in which an ineligible MVDDS applicant may eliminate a
    disqualifying interest. First, the rule permits an applicant holding
    an attributable interest in a cable operator to divest such interest
    in the cable company.[^8] Second, applicants that would be barred
    from eligibility because a cable operator (or entity with an
    attributable interest in a cable operator) has an interest in the
    applicant may partition or divest the portion of the service area
    exceeding the overlap restriction.[^9] Third, divestiture may be to
    an interim trustee independent of the MVDDS applicant if a buyer has
    not been secured within the required period of time.[^10] The rule
    further provides that a cable operator may petition for a waiver of
    the cross-ownership restriction, following the initial award of an
    MVDDS license, based on a showing that changed circumstances or new
    evidence indicate that no significant likelihood of substantial
    competitive harm will result from the cable operator retaining an
    attributable interest in the MVDDS license. [^11] In addition, the
    rule provides that the attribution rules can be waived upon an
    affirmative showing that "the interest holder has less than a fifty
    percent voting interest in the licensee and there is an unaffiliated
    single holder of a fifty percent or greater voting interest; that
    the interest holder is not likely to affect the local market in an
    anticompetitive manner; that the interest holder is not involved in
    the operations of the licensee and does not have the ability to
    influence the licensee on a regular basis; and that grant of a
    waiver is in the public interest because the benefits to the public
    of common ownership outweigh any potential anticompetitive harm to
    the market."[^12]

5.  *Auction 53; DTV's long-form application.* On January 27, 2004, the
    Commission completed an auction of 214 MVDDS licenses (Auction 53).
    DTV was the successful bidder in 46 markets offered during the
    auction, including the license for the New York service area
    ("MVD001" or "New York market"). On June 15, 2004, the Commission
    gave public notice that DTV's long-form application was acceptable
    for filing and that the deadline for filing a petition to deny was
    June 25, 2004.[^13] This public notice also noted that DTV had filed
    the instant Waiver Request,[^14] and no petitions to deny were
    filed.

6.  *The New York market.* According to DTV's disclosures in its
    application, George S. Blumenthal & Company LLC ("Blumenthal") holds
    a 51-percent interest in DTV and Rainbow holds the remaining 49
    percent.[^15] Cablevision Systems Corporation ("Cablevision"), a
    cable operator in the New York market, holds a 49 percent indirect
    interest in DTV.[^16] DTV also reports that Charles Dolan owns 41%
    of Cablevision.[^17] As a result, DTV acknowledges that "the
    applicant has an attributable interest in a cable operator in the
    New York \[MVD001\] market." In this connection, DTV certifies that
    Cablevision's board has approved a spin off of certain, relevant
    assets and that DTV "will take such additional measures as may be
    necessary to satisfy the provision of the Commission's
    cross-ownership requirements relating to its interest in the New
    York cable operator."[^18] Accordingly, under Section 101.1412(g),
    any grant of DTV's captioned application for the New York market
    will be subject to the condition that DTV "shall come into
    compliance with the \[MVDDS/cable cross-ownership limits\] within
    ninety (90) days of final grant of such MVDDS license."[^19]

7.  *Waiver Request*. On June 10, 2004, DTV filed with the Commission a
    request for waiver and extension of the divestiture-certification
    deadline by 270 days, in addition to the 90 days permitted by the
    rule, for a total of 360 days. DTV states that the additional time
    is needed for Cablevision to complete the spinoff of certain assets,
    including its interest in DTV, to its shareholders. DTV states that
    the additional 270 days requested will also enable the new entity to
    address the cross-ownership limit.[^20]

8.  DTV reports that Cablevision intends to effectuate the spinoff by
    initially transferring its direct broadcast satellite (DBS) assets
    along with three national entertainment services into a
    newly-formed, wholly-owned subsidiary of Cablevision, Rainbow Media
    Enterprises, Inc. ("RME"). DTV states that Cablevision will then
    distribute the stock of RME *pro rata* to the current holders of
    Cablevision stock. Among the assets to be transferred to RME is
    Rainbow DBS Holdings, Inc., which currently holds a 100-percent
    ownership interest in Rainbow DBS Company LLC ("Rainbow DBS",)[^21]
    which holds a 100-percent ownership interest in Rainbow MVDDS Co.,
    LLC (Rainbow MVDDS), which, in turn, owns 49 percent of DTV. As
    such, DTV states that following the spinoff, which will be completed
    by approximately the end of the third quarter of 2004,[^22] the
    current shareholders of Cablevision will control RME, and thus
    indirectly own 49 percent of DTV. DTV explains that it plans to take
    additional measures as may be appropriate to address the MVDDS/cable
    cross-ownership limits upon completion of the spinoff but that
    additional time is needed "for Cablevision to complete the spin-off,
    to refinance, and to obtain approvals from the Securities and
    Exchange Commission ("SEC") as well as from the FCC" and to "take
    additional measures as may be appropriate to address the MVDDS-cable
    cross-ownership limits."[^23]

# DISCUSSION

9.  As an initial matter, upon review and examination, we find the
    captioned application to be complete and in conformance with the
    Commission's rules. Furthermore, the Commission has received full
    and timely payment, as required by Section 1.2109(a) of the
    Commission's rules, 47 C.F.R. § 1.2109(a), for the license in
    question. Accordingly, we hereby grant DTV's captioned application
    for the license for the New York market (MVD001), effective upon
    release of the instant Order.[^24] This grant is conditioned on DTV
    meeting the cross-ownership limits.[^25]

10. Turning to the Waiver Request, Section 1.3 of the Commission's rules
    authorizes us to grant waivers "if good cause therefor is
    shown."[^26] More specifically for the Wireless Radio Services,
    Section 1.925 permits us to grant a request for waiver if it is
    shown that: (1) the underlying purpose of the rule would not be
    served or would be frustrated by application to the instant case,
    and that a grant of the requested waiver would be in the public
    interest; or (2) in view of unique or unusual factual circumstances
    of the instant case, application of the rule would be inequitable,
    unduly burdensome, or contrary to the public interest, or the
    application has no reasonable alternative.[^27]

11. Focusing on the first test, *i.e.,* Section 1.925(b)(3)(i), DTV
    asserts that the underlying purpose of the rule---to promote
    competition by not allowing concentration of media ownership in a
    market[^28]---would not be undermined by granting an additional 270
    days for RME to satisfy the cross-ownership limits.[^29] DTV notes
    that MVDDS equipment is still under development and thus there is
    little chance that extending the divestiture deadline by 270 days
    will result in common ownership of functioning cable and MVDDS
    systems within the next year.[^30] Conversely, DTV argues that the
    purpose of the rule and the public interest would be best served by
    giving RME time to address the cross-ownership limit while gaining
    financial, operational and managerial experience and structures
    necessary to operate as a public company.[^31] DTV also notes that
    as an affiliate of RME, an enterprise with expertise in program
    production and distribution, it will be well positioned to fully
    utilize its licenses and that granting the Waiver Request would
    allow DTV to gain expertise in its other 45 licensed markets and
    apply it to providing service in New York after it addresses the
    cross-ownership limit.[^32]

12. Based on the record before us, and specifically, DTV's
    representations that the new entity "will take such additional
    measures as may be necessary to satisfy the provision of the
    Commission's cross-ownership requirements relating to \[the\]
    interest \[of\] the New York cable operator," we are persuaded that
    the underlying purpose of the rule would not be served by denying
    the Waiver Request and requiring strict adherence to the rule.
    Rather, allowing additional time for Cablevision to conclude the
    spin off of its 49 percent indirect interest in DTV, and for the
    newly formed entity, RME, to satisfy the cross-ownership rule, will
    promote competition by facilitating the introduction of a new MVPD
    service in the New York market, *i.e.,* an MVDDS licensee that is
    not owned or controlled by a cable operator. As a result, we find
    that granting an additional 270 days, to complete the spin off and
    bring the new entity into compliance with the cross-ownership limits
    will not undermine the competitive goals of the rule.

13. We note that, in addition to the goal of avoiding market
    concentration noted by DTV, the Commission adopted cross-ownership
    restrictions where there is significant overlap between the MVDDS
    and cable service areas to prevent cable operators with large market
    shares from precluding entry by new MVPD providers.[^33] In this
    connection, we make the inescapable observation relative to the New
    York market that Cablevision's attributable interest in DTV directly
    implicates the concern that the Commission intended the
    cross-ownership limit to address. Nonetheless, at this juncture we
    are reserving judgment on this issue because the Waiver Request
    seeks temporary relief from the deadline to meet the cross-ownership
    rule, which permits ineligible cable operators to apply for and hold
    MVDDS licenses temporarily. Using this approach, we are
    persuaded---based on DTV's representations in the captioned
    application and Waiver Request---that granting the Waiver Request
    will not preclude the entry of a new MVPD provider in the New York
    market. To the contrary, the record of the proceeding now before us
    reflects that Cablevision is in the process of spinning off its
    MVDDS interest to a new entity that will provide MVPD
    services---albeit one that will be owned by Cablevision's
    shareholders.[^34] Regarding this common ownership issue, however,
    we take DTV at its word that the spin-off entity will take such
    additional measures as may be necessary to satisfy the provision of
    the Commission's cross-ownership rule. We also consider DTV's
    assertion that granting the 270-day extension will provide RME the
    time needed both to address the cross-ownership rule and transition
    to a public company from its current reliance on Cablevision for
    various financial, operational, and managerial expertise in
    conducting its businesses.[^35] On the whole, we are persuaded that
    the underlying purpose of the rule will not be undermined by
    extending DTV's deadline for addressing the cross-ownership limit.

14. Section 1.925(b)(3)(i) also requires us to determine whether a grant
    of the requested waiver would be in the public interest. Even though
    the spinoff of RME and DTV is nearly complete, the record reflects
    that DTV would be unable to address the cross-ownership issue and
    bring itself into compliance with Section 101.1412(a) within the
    90-day window provided by the rule. If the 90-day divestiture
    requirement is applied in this case, DTV would be forced to divest
    its MVDDS license within a short time frame, potentially at a price
    below market value. It has long been Commission policy to avoid
    "fire sales"---any forced sale of assets that could unnecessarily
    restrict the value of the assets to be divested and could
    artificially limit the range of potential buyers.[^36] As a result,
    the Commission has granted temporary waivers in similar
    circumstances to enable licensees to come into compliance with
    ownership restrictions where it has determined that the transaction
    would be in the public interest by enhancing competition.[^37] In
    this connection, we note that the additional time period requested
    herein is reasonably consistent with Commission precedent.[^38]
    Accordingly, taken with our findings in paragraphs 12 and 13, above,
    we conclude that granting the Waiver Request serves the public
    interest by enabling DTV to come into compliance with the
    MVDDS-cable cross-ownership rule and thereby avoid a "fire sale"
    involving the New York MVDDS license.

15. Finally, we note for the record that DTV has provided no basis, to
    date, for granting a permanent waiver of the MVDDS-cable
    cross-ownership rule, *e.g.,* relative to holders of direct or
    indirect attributable interests that overlap DTV and
    Cablevision.[^39] Indeed, DTV itself acknowledges that additional
    steps following the spinoff will be necessary for DTV to satisfy the
    requirements of Section 101.1412(a).[^40] Given that DTV has been
    aware of the eligibility issue since at least January 2004, when
    Auction 53 closed, we would expect that action will be undertaken
    expeditiously to come into compliance well within the 360-day period
    sought in the Waiver Request and granted herein.

# ORDERING CLAUSES

16. Accordingly, IT IS ORDERED that, pursuant to Sections 4(i) and
    309(a) of the Communications Act of 1934, as amended, 47 U.S.C. §
    154(i), 309(a), and Section 1.2108 of the Commission's Rules, 47
    C.F.R.§ 1.2108, the captioned application of DTV Norwich LLC for the
    New York market, File No. 0001618606-MVD001 IS GRANTED subject to
    the CONDITIONS set forth by rule in 47 C.F.R. § 101.1412 as modified
    by this Order.

17. IT IS FURTHER ORDERED that, pursuant to the authority in sections 1,
    2, 4(i) and 4(j) of the Communications Act of 1934, as amended,
    47 U.S.C. §§ 151, 152, 154(i) and 154(j), and Section 1.925(b)(3)(i)
    of the Commission's Rules, 47 C.F.R. § 1.925(b)(3)(i), the Request
    for Waiver and Extension filed by DTV Norwich LLC on June 10, 2004,
    IS GRANTED to the extent indicated herein.

18. IT IS FURTHER ORDERED that the following SPECIAL CONDITIONS shall
    appear on the license issued to DTV Norwich for the New York market
    (MVD001):

-   DTV Norwich LLC shall come into compliance with 47 C.F.R. §
    101.1412(a) \[the MVDDS/cable cross-ownership limits\] within three
    hundred and sixty (360) days of the final grant of this
    authorization (MVD001).

-   Failure to satisfy this condition shall result in automatic
    cancellation of this license, whereupon the Commission shall retain
    all monies paid to the Commission and, based on the facts presented,
    shall take any other action it may deem appropriate. *See generally*
    47 C.F.R. § 101.1412(g)(6).

-   This authorization is granted DTV Norwich pursuant to *Order*, DA
    04-3044 (rel. Sept. 23, 2004).

19. IT IS FURTHER ORDERED that a copy of this Order shall be sent by
    regular or electronic mail to counsel for DTV Norwich LLC.,
    Howard J. Symons, Esq., Mintz Levin Cohn Ferris Glovsky and Popeo
    PC, 701 Pennsylvania Avenue, N.W., Washington, D.C. 20004; David H.
    Pawlik, Esq., Skadden, Arps, Slate, Meagher & Flom LLP, 1440 New
    York Avenue, N.W., Washington, D.C. 20005.

20. This action is taken under delegated authority pursuant to Sections
    0.131 and 0.331of the Commission's Rules, 47 C.F.R. §§ 0.131, 0.331.

    FEDERAL COMMUNICATIONS COMMISSION

> Joel Taubenblatt
>
> Chief, Broadband Division
>
> Wireless Telecommunications Bureau

[^1]: *See* Request for Waiver and Extension of Divestiture Deadline of
    DTV Norwich (filed June 10, 2004) ("Waiver Request") at 1 citing 47
    C.F.R. § 101.1412(f)(4) (2003). On May 28, 2004, the Commission
    renumbered this provision as 47 C.F.R. § 101.1412(g)(4). *See
    Order*, ET Docket No. 98-206, 19 FCC Rcd 9727 (MD 2004).
    Accordingly, herein we refer to the 90-day divestiture provision as
    Section 101.1412(g)(4).

[^2]: DTV was the successful bidder in 46 markets offered during Auction
    53, including the New York service area ("MVD001" or "New York
    market"). On July 27, 2004, the Bureau partially granted FCC File
    No. 0001618606 as to the 45 markets outside of New York. *See*
    Wireless Telecommunications Bureau Grants Multichannel Video
    Distribution and Data Service Licenses, *Public Notice*, DA 04-2331
    (rel. July 27, 2004). For convenient reference, we refer herein to
    the application for the New York market, which remains pending, as
    File No. 0001618606-MVD001, and the "original" application for all
    46 MVDs as File No. 0001618606 ("DTV MVDDS Application").

[^3]: 47 C.F.R. § 101.1412(a). "Cable operator" means a company that is
    franchised to provide cable service, as defined in 47 C.F.R. §
    76.1000(e), in all or part of the MVDDS license area, *id.* §
    101.1412(b). "Significant overlap" occurs when a cable operator's
    subscribers in the MVDDS license area make up 35 percent or more of
    the households in that MVDDS license area which subscribe to one or
    more Multichannel Video Program Distributors (MVPDs), as defined in
    47 C.F.R. § 76.1000(e). *See* 47 C.F.R. §§ 101.1412(c) and (e).

[^4]: Amendment of Parts 2 and 25 of the Commission's Rules to Permit
    Operation of NGSO FSS Systems Co-Frequency with GSO and Terrestrial
    Systems in the Ku-Band Frequency Range; Amendment of the
    Commission\'s Rules to Authorize Subsidiary Terrestrial Use of the
    12.2-12.7 GHz Band by Direct Broadcast Satellite Licensees and Their
    Affiliates; and Applications of Broadwave USA, PDC Broadband
    Corporation, and Satellite Receivers, Ltd. to Provide a Fixed
    Service in the 12.2-12.7 GHz Band, ET Docket No. 98-206, *Memorandum
    Opinion and Order and Second Report and Order*, 17 FCC Rcd 9614,
    9679-80 ¶ 164 (2002) (*MVDDS Second R&O*).

[^5]: 47 C.F.R. § 101.1412(g).

[^6]: 47 C.F.R. § 101.1412(g)(4).

[^7]: *See* 47 C.F.R. § 101.1412(g)(6).

[^8]: 47 C.F.R. § 101.1412(g)(1)(i).

[^9]: 47 C.F.R. § 101.1412(g)(1)(ii). This can be accomplished by
    partitioning and divesting either a portion of the MVDDS service
    area or a portion of the cable service area to eliminate the
    overlap. *See* 47 C.F.R. § 101.1412(g)(1)(ii)(A) and (B).

[^10]: 47 C.F.R. § 101.1412(g)(1)(iii).

[^11]: *See* 47 C.F.R. § 101.1412(d).

[^12]: *See* 47 C.F.R. § 101.1412(f) (Definition of attributable
    interest) and Note to § 101.1412. *See also Fourth Erratum* (to
    *MVDDS Second R&O*), ET Docket No. 98-206, DA 04-3007 (rel. Sept.
    17, 2004). *Accord,* 47 C.F.R. § 101.1412 (2003).

[^13]: *See* Wireless Telecommunications Bureau Announces that
    Applications for Multichannel Video Distribution and Data Service
    are Accepted for Filing, *Public Notice*, DA 04-1718 (rel. June 15,
    2004).

[^14]: *Id.,* Attachment A at 5 (noted that DTV filed the Waiver Request
    relative to MVD001, that the Bureau made the Waiver Request
    available to the public online for informational purposes, via ULS,
    but that the Waiver Request was not filed as an amendment to
    application File No. 0001618606).

[^15]: See, *e.g*., DTV MVDDS Application, Form 601 Exhib. A at 1.

[^16]: *See* Waiver Request at 1-2 citing 47 C.F.R. § 101.1412(a). *See
    also* DTV Norwich, LLC, FCC Form 602, Schedule A, FCC Ownership
    Disclosure Information for the Wireless Telecommunications Services,
    filed Feb. 17, 2004. "Cablevision Systems Corp. holds a 100%
    ownership interest in CSC Holdings, Inc., which holds a 100%
    ownership interest in Rainbow Media Holdings, LLC, which holds a
    100% ownership interest in Rainbow DBS Holdings, Inc., which holds a
    100% ownership interest in Rainbow DBS Co. LLC, which holds a 100%
    ownership interest in Rainbow MVDDS Co. LLC, which holds a 49%
    ownership interest in the Applicant." See, *e.g*., DTV MVDDS
    Application, Exhib. A at 2-3.

[^17]: See, *e.g*., DTV MVDDS Application, Exhib. A at 4.

[^18]: DTV MVDDS Application, Exhib. G.

[^19]: 47 C.F.R. § 101.1412(g)(4).

[^20]: Waiver Request at 1-3.

[^21]: Rainbow DBS Holdings, Inc., currently is a wholly owned
    subsidiary of Rainbow Media Holdings LLC. Rainbow Media Holdings LLC
    is a wholly owned subsidiary of CSC Holdings, Inc., which is a
    subsidiary of Cablevision.

[^22]: Counsel for the holders of the 49 percent interest in DTV
    (counsel) informally advised the Commission's staff that the spinoff
    is expected to be completed by approximately the end of the third
    quarter 2004.

[^23]: *See* Waiver Request at 1-3. We observe that after the spinoff,
    Mr. Dolan\'s interests in RME, both individually and as a member of
    The Dolan Family Group and a beneficiary of various Dolan Family
    Group trusts, will constitute attributable interests in a cable
    operator under the Commission\'s MVDDS/cable-cross ownership rule
    *See* Rainbow Media Enterprises, Inc., SEC Form 10, General Form for
    Registration of Securities Pursuant to Section 12(b) or (g) of the
    Securities Act of 1933, File No. 001-32178 (filed May 11, 2004),
    Amendment No. 1 (filed July 29, 2004), and Amendment No. 2 (filed
    Aug. 6, 2004) ("SEC Form 10"), Preliminary Information Statement at
    40-41 (Charles F. Dolan will remain the holder of more than 20
    percent of the classes of stock with voting power in Cablevision and
    will acquire the same percentage of shares in RME). Other interests
    in RME to be held directly or indirectly by or for members of the
    Dolan family, *see, e.g.,* FCC File No. SES-T/C-20040630-00901, FCC
    Form 312, Exhibit on Question 40 (for approval of *pro forma*
    transfer of control of Rainbow DBS Company LLC, licensee of earth
    station authorizations, from Cablevision Systems Corporation to
    Rainbow Media Enterprises, Inc. ("Transfer Application") also may
    constitute attributable interests in a cable operator. *See* 47
    C.F.R. § 101.1412(f)(5)-(6) ("an entity shall be considered to have
    an attributable interest in a cable operator or MVDDS licensee
    pursuant to the following criteria: (5) Any voting or non-voting
    stock interest, amounting to 20 percent or more of the total
    outstanding stock of an entity; (6) Stock interests held in trust
    that exceed the limit . . . shall constitute an attributable
    interest of any person who holds or shares the power to vote such
    stock, of any person who has the sole power to sell such stock, and,
    in the case of stock held in trust, of any person who has the right
    to revoke the trust at will or to replace the trustee at will. If
    the trustee has a familial, personal, or extra-trust business
    relationship to the grantor or the beneficiary, the stock interests
    held in trust shall constitute an attributable interest of such
    grantor or beneficiary, as appropriate").

[^24]: We grant the captioned application pursuant to 47 U.S.C. § 309(a)
    and 47 C.F.R. §§ 0.331, 1.2108, because it will service the public
    interest, convenience and necessity. The Bureau previously granted
    DTV the licenses for 45 MVDs. *See* note Error: Reference source not
    found, *supra*.

[^25]: *See* paragraphs 3 and 6, *supra*.

[^26]: 47 C.F.R. § 1.3. The Commission may exercise its discretion to
    waive a rule where particular facts would make strict compliance
    inconsistent with the public interest. *See Northeast Cellular
    Telephone Co. v. FCC*, 897 F.2d 1164, 1166 (D.C. Cir. 1990). Also,
    waivers must be founded upon an \"appropriate general standard\" by
    which to determine the policy underlying the waiver. *WAIT Radio v.
    FCC*, 418 F.2d 1153, 1159 (D.C. Cir. 1969), *cert. denied*, 409 U.S.
    1027 (1972).

[^27]: 47 C.F.R. § 1.925(b)(3).

[^28]: *See* Waiver Request at 3 *citing MVDDS Second R&O*, 17 FCC Rcd
    at 9679-80 ¶ 164.

[^29]: Waiver Request at 3.

[^30]: *Id.*

[^31]: *Id.*

[^32]: *Id.* at 3-4.

[^33]: *See* para. 2, *supra* (summarizing Commission's finding that
    open eligibility for in-region cable operators poses a likelihood
    that the cable operators would attempt to prevent entry by new MPVD
    providers).

[^34]: *See* Waiver Request at 1-3*;* Transfer Application, note Error:
    Reference source not found, *supra* (granted, *Public Notice*,
    Report No. SES-00621 (rel. Jul 7, 2004)).

[^35]: Waiver Request at 3. (Following the spinoff, the new entity will
    have to maintain its own credit and banking relationships and
    perform its own financial and operational functions. It will also
    have to put in place the operational and managerial structures
    necessary to operate as a public company." *Id.*

[^36]: *See* Multimedia, Inc., 11 FCC Rcd 4883, 4885 (1995)
    (*Multimedia)* (citing Midwest Communications, Inc., 7 FCC Rcd 159,
    160 (1991)). In Multimedia, Inc., the Commission granted a 12-month
    waiver of multiple ownership rules to facilitate a merger determined
    to be in the public interest. *Id.*, 11 FCC Rcd at 4885.

[^37]: *See* In re Applications of Voicestream Wireless Corp., for
    Consent to Transfer Control and Assignment of Licenses and
    Authorizations, 15 FCC Rcd 341 (2000) (*Voicestream*); Request of
    Wirelessco, LP, et al., for Limited Waiver of Section 24.204 of the
    Commission's Rules, 10 FCC Rcd 11111 (WTB 1995) (*Wirelessco*);
    Cincinnati Bell Telephone Co., 9 FCC Rcd 7658 (1994) (*Cincinnati
    Bell)*; In The Matter Of Shareholders Of The Ackerley Group, Inc.,
    17 FCC Rcd 10828 (2002) (*Ackerley Group)*.

[^38]: *See Wirelessco* (granting one-year extension to permit Sprint to
    obtain necessary IRS and SEC approvals to retain PCS licenses it won
    at auction); *Voicestream* (allowing 180 additional days to complete
    divestitures in 18 markets in order to comply with spectrum cap
    limits); *Cincinnati Bell* (allowing waiver of 180 days to complete
    divestiture by dissolving partnership through litigation); *Ackerley
    Group* (granting 12-month waiver of radio-television cross-ownership
    rule in five affected markets to provide reasonable time to
    accomplish divestitures and avoid "fire sale").

[^39]: *See, e.g.,* note Error: Reference source not found *supra* and
    accompanying text (describing continuing cross-ownership problem
    raised by Charles Dolan's involvement with both Cablevision and DTV
    following the spin-off).

[^40]: *See* Waiver Request at 1.