# Attachment D

**INSTRUCTIONS FOR COMPLETING FCC FORM 601**

## General Requirements

**In completing the FCC Form 601, applicants are strongly encouraged to
use the format below in submitting the information required by our rules
as exhibits. Following this format will help expedite the processing of
the FCC Form 601 and minimize the need for requesting missing
information**.

Applicants bear full responsibility for submission of timely and
complete FCC Form 601 applications. Applicants should read the
instructions on the FCC Form 601 carefully and consult the rules to
ensure that, aside from the materials described below, all information
required under our rules is included with their FCC Form 601
applications. **Incomplete or defective applications may be returned to
the applicant.** Each applicant is responsible for the continuing
accuracy and completeness of information furnished in a pending
application. *See* 47 C.F.R. § 1.65.

An applicant that fails to submit the required FCC Form 601 application
by **6:00 p.m. ET on May 24, 2000**, and fails to establish good cause
for any late-filed submissions, shall be deemed to have defaulted and
will be subject to the default payments set forth in 47 C.F.R.

§ 1.2104. *See* 47 C.F.R. § 1.2107(c).

**Number of Forms To Be Filed.** Filers applying for multiple licenses
are not required to submit a separate application for each market if
**all** filing requirements associated with the application are
identical **except** for the market designator and market name. Under
these circumstances, applicants may submit *one* FCC Form 601 Main Form
and Schedule B.

**Frivolous Pleadings.** The Commission reminds parties to our
proceedings and their attorneys that the Commission intends to fully use
its authority to discourage and deter the filing of frivolous pleadings.
*See* "Commission Taking Tough Measures Against Frivolous Pleadings",
*Public Notice*, 11 FCC Rcd. 3030 (1996).

## Filing FCC Form 601 Electronically

-   To reach the ULS Online Filing Screen, establish a direct dial-up
    connection to ULS, point your web browser to
    ***http://wtbwww05.fcc.gov***, and select the Online Filing button.
    (Follow the instructions set forth in Attachment E to this Public
    Notice on accessing the ULS through a direct dial-up connection).\
    \
    You may also connect to the ULS Online Filing Screen through the
    Internet at ***http://www.fcc.gov/wtb/uls***. Select the Online
    Filing button from this page.\
    \
    **Note**: We recommend that you use Netscape Communicator 4.7
    (Internet web browser software) to electronically register and file
    FCC Form 601 through the ULS. To download Netscape Communicator 4.7
    free of charge, access the Netscape download site at
    ***http://home.netscape.com/download/***.

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-   At the ULS Online Filing Screen, enter the applicant's Taxpayer
    Identification Number (TIN), Subgroup Identification Number (SGIN)
    if one was selected/assigned at TIN registration, and Password. Then
    click on "Continue." (See attachment E for instructions on
    registering your TIN.)\
    \
    **Note**: The TIN provided must be the same one used to identify the
    applicant when filing Form 175. Contact Technical Support at (202)
    414-1250 if you have problems accessing the ULS.

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-   Click on the "Select New Filing" button to begin filing your
    application.

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-   Select Application Purpose "New" from the drop-down list and click
    on "Continue."

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-   Select Auction ID "30 -- 39 GHz, Auctioned" from the Auction ID
    drop-down list and click on "Continue."

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-   Supply the information requested by the Form 601.

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-   If you plan to file a request for waiver or exception to the
    Commission's Rules, select "Yes" for the third question on this
    page.

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-   If the TIN of the Real Party in Interest to the application differs
    from the TIN used to access the ULS for the application, you must
    register the Real Party in Interest's TIN prior to submitting the
    application. You will not be able to submit the application if you
    supply an unregistered TIN for the Real Party in Interest.

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-   After supplying all the requested information, fill in your
    signature at the bottom of the page and click on "Continue."

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-   The following screen lists each of the markets won by the applicant
    at the auction. Select the market(s) you want to apply for in this
    application by clicking on the box to the right of the market name.

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-   After the market(s) have been selected, click on the "Attachments"
    button and upload the required attachments as described later in
    this section. Be sure to use the standard attachment types and file
    descriptions set forth herein. There is no standard format, however,
    for the file names to be uploaded.

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-   When finished uploading attachments, close the Attachment window.
    After uploading each of the required attachments, click on the
    "Continue" button. At this point you may "Print Preview" your
    application, or "Submit" it to the Commission.

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-   The ULS will assign a file number to the application. If you wish to
    change anything on the submitted application **during** the filing
    window, access the ULS Online Filing Screen and enter your TIN,
    SGIN, and Password. On the next screen, click on the file number of
    the desired application in Complete status.\
    \
    If you wish to change anything **after** the filing deadline, you
    may enter your TIN, SGIN, and Password on the Online Filing Screen,
    select application purpose Amendment, and select the file number of
    the application you wish to modify.

    **[Organization of Application Exhibits]{.underline}**

**Main Form-Related Exhibits.** Any exhibits to be attached to an
application in response to a question on the FCC Form 601 Main Form or
on Schedule B should be identified as specified in the instructions to
the FCC Form 601. Applicants should use the Attachment screen provided
within the electronic filing software to submit these exhibits as
uploaded files and should select the appropriate attachment type. The
electronic filing software will accept a variety of file formats
including Word, Word Perfect, Adobe PDF, and ASCII text. See online help
for a full list of acceptable file formats.

**Rule-Related Exhibits.** Any exhibits to be attached to an application
as a result of our rule requirements should be uploaded and identified
as follows:

[Title]{.underline} [Required From]{.underline}

Exhibit A: Ownership All Applicants

Exhibit B: Foreign Ownership If Applicable

Exhibit C: Designated Entities Designated Entity Applicants

Exhibit D: Agreements & Other Instruments If Applicable

Exhibit E: Confidentiality Requests If Applicable

Exhibit F: Waiver Requests If Applicable

As specified in the instructions to the FCC Form 601, each page of each
exhibit must be identified with the number or letter of the exhibit, the
page number of the exhibit, and the total number of pages of the
exhibit. Applicants should use the Attachment screen to upload each
exhibit file and select the appropriate attachment type. The recommended
titles listed above should be entered in the File Description field on
the Attachment screen. The electronic filing software will accept a
variety of file formats including Word, Word Perfect, Adobe PDF, and
ASCII text. Applicants are requested not to add password protections to
attached files.

**EXHIBIT A: OWNERSHIP**

Section 1.2112 of the Commission\'s rules requires each applicant to
make full and complete disclosure with regard to the real party or
parties in interest and as to all matters required to be disclosed by
the application form. 47 C.F.R. § 1.2112. To provide this information,
applicants should upload a file, select Attachment Type "Ownership" and
enter "**Exhibit A: Ownership**" in the File Description field on the
Attachment screen.

Applicants should provide the information concerning the identity of the
applicant (*i.e.,* real party- or parties-in-interest) and ownership
interests held in the applicant and in investors in the applicant in the
format described below. Each application shall be clear and complete in
itself without cross reference to information previously filed. All
pages should be clearly labeled to indicate the Exhibit and Item number
to which those pages relate.

**Part 1: General Information.** Applicant must indicate the
applicant\'s form of business organization. In addition,

-   If the applicant is a general partnership, provide the name,
    address, and citizenship of all partners, and the share or interest
    participation in the partnership.

-   If the applicant is a limited partnership, provide the name,
    address, and citizenship of each limited partner whose interest in
    the applicant is equal to or greater than ten percent (as calculated
    according to the percentage of equity paid in and the percentage of
    distribution of profits and losses).

-   If the applicant is a limited liability corporation, provide the
    name, address, and citizenship of each of its members.

**Part 2: Direct Ownership.** Applicant must identify all persons or
entities that ***directly*** hold a ten percent or more interest in the
applicant. *See* 47 C.F.R. § 1.2112(a). For each ten percent interest
holder listed, applicants should provide the following information:

*Item (1) [Name and address]{.underline}:* Identify the name and address
of the interest holder. If the interest holder is an individual, provide
the name and address of that person, and indicate whether the interest
holder is a partner, officer, director, attributable stock holder, or
key manager (*e.g.,* CEO, General Manager) of the applicant. If the
interest holder is a corporation, provide the name and address of the
corporate office and the name and title of an officer, director or
authorized contact. If the interest holder is a partnership, provide the
name and address of all partners, and the name, title and address of an
authorized contact for the partnership. If the interest holder is a
limited liability corporation, provide the name and address of each of
its members. If the interest holder is a trust, provide the name and
address of the trustee.

*Item (2) [Principal Business]{.underline}:* Describe the interest
holder\'s principal business and its relationship to the applicant.

*Item (3) [Relationship to Other Interest Holder]{.underline}:* Indicate
whether the interest holder is related to any other ten percent or
greater interest holder by blood or marriage, and provide the name of
the related interest holder.

*Item (4) [Amount Held]{.underline}:* Specify the amount held (*e.g.,*
number of shares of stock and percentage of total ownership) for each
type of interest specified.

*Item (5) [Type of Interest Held]{.underline}:* Indicate whether the
interest held is in the form of stocks, bonds, warrants, debt
instruments, partnership, etc. If interests are held in stock, specify
the class of stock and any voting rights associated with the stock. If
the interests are held in a partnership, indicate whether the interests
are limited or general partnership interests.

*Item (6) [Interests Held on Behalf of Others]{.underline}:* If an
interest is held in trust, or on behalf of another person or entity,
identify the party for whom the interest is held.

**Part 3: Indirect Ownership.** Applicant must identify all persons or
entities that **indirectly** hold a ten percent or more interest in the
applicant, as determined by successive multiplication of the ownership
percentages in each link in the vertical ownership chain, except that if
the ownership percentage for any link exceeds fifty percent or
represents actual control, it shall be reported as if it were a one
hundred percent interest. For each person or entity listed, provide the
same information listed in *Items (1)-(6)* above as is requested for
direct interests.

**Part 4: Other Disclosable Interests and Entities.**

-   Applicant must list any FCC-regulated business ten percent or more
    of whose stock, warrants, options or debt securities are owned by
    the applicant or an officer, director, attributable stockholder or
    key management personnel of the applicant. *See* 47 C.F.R.
    §1.2112(a)(1). This list must include a description of each such
    businesses' principal business and a description of each business'
    relationship to the applicant.

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-   Applicant must list any party holding a ten percent or greater
    interest in any entity holding or applying for any FCC-regulated
    business in which a ten percent or more interest is held by another
    party which holds a ten percent or more interest in the applicant.
    *See* 47 C.F.R. §1.2112 (a)(3). This list must include a description
    of their principal business and a description of each business'
    relationship to applicant.

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-   To comply with 47 C.F.R. § 1.2112(a)(5), which requires the
    applicant to account for all controlling interests, applicant must
    list the names, addresses, and citizenship of all persons or
    entities meeting the definition of "affiliate," as discussed in the
    *Auction No. 30 Public Notice* at Section II.C.2, to the extent that
    such entities are not previously included in Parts 1, 2, and 3 of
    Exhibit A. *See, e.g.*, "Auction of Licenses for Fixed
    Point-To-Point Microwave Services in the 38.6 to 40.0 GHz (39 GHz)
    Band; Auction Notice and Filing Requirements for 2,450 Licenses in
    the 39 GHz Band; scheduled for April 12, 2000; Minimum Opening Bids
    and Other Procedural Issues," *Public Notice*, DA 00-112 at Section
    II.C (released January 21, 2000) ("*Auction No. 30 Public Notice*").

**Note:** Applicants may provide information required in Parts 1 through
4 above by scanning and attaching a copy of their current FCC Form 602
(in Adobe PDF) as an exhibit to FCC Form 601. To avoid inadvertent
disclosure of Taxpayer Identification Number (TIN) information,
applicants submitting a copy of FCC Form 602 as an attachment to FCC
Form 601 should not include TIN information on the copy of FCC Form 602
or should block out this information. Applicants are reminded, however,
that a current FCC Form 602 must be filed, or be on file, with the
Commission's Gettysburg address.

**EXHIBIT B: FOREIGN OWNERSHIP**

If the applicant has responded \"yes\" to either Question 40, 41, 42,
43, or 44 on the FCC Form 601, it must explain the circumstances
regarding foreign ownership in the applicant. To provide this
information, the applicant should select Attachment Type 'Ownership' and
enter "**Exhibit B: Foreign Ownership**" in the File Description field
on the Attachment screen. For every direct or indirect foreign owner,
applicants should provide the following information:

*Item (1) [Percentage of Interest]{.underline}*: Identify each foreign
owner\'s percentage of ownership in the applicant.

*Item (2) [Country of Origin and Address]{.underline}*: List each
foreign owner\'s country of origin and principal place of business.

*Item (3) [Public Interest Statement]{.underline}*: Demonstrate how
allowing the applicant to hold the requested license is consistent with
the Commission\'s policies pursuant to section 310(b)(4) of the
Communications Act of 1934, as amended. In general, the Commission has
indicated that there is a strong presumption that indirect foreign
ownership of common carrier radio licensees by entities whose home
markets are in countries that are members of the World Trade
Organization (WTO) serves the public interest. If more than twenty-five
percent of the ownership of an entity that controls a common carrier
radio licensee is attributable to parties whose home markets are in
non‑WTO member countries, the Commission will evaluate whether those
markets offer effective competitive opportunities to U.S. investors in
the same service sector. *See "*Rules and Policies on Foreign
Participation in the U.S. Telecommunications Market," IB Docket No.
97‑142, *Report and Order and Order on Reconsideration*, 12 FCC Rcd
23891, 23935-42, 23946, ¶¶ 97‑118, 131 (1997).

**Note:** There is no need to include an Exhibit B if the applicant
responded \"No\" to Questions 40 through 44.

**EXHIBIT C: DESIGNATED ENTITIES**

Pursuant to 47 C.F.R. §§ 101.1206, 1.2110(e)(1), small businesses and
very small businesses are eligible for bidding credits of twenty-five
percent and thirty-five percent respectively, to lower the cost of their
winning bids. Small businesses and very small businesses are defined in
47 C.F.R. § 101.1209(b). Applicants that are not claiming eligibility
for bidding credits do not need to submit Exhibit C. We nonetheless note
that we are interested in the status of applicants as minority-owned or
women-owned businesses for statistical purposes.

In order to demonstrate eligibility for designated entity status,
applicants must upload a file, select Attachment Type "Ownership" and
enter "**Exhibit C: Designated Entities**" in the File Description field
on the Attachment screen. In the exhibit, applicants should identify the
applicant\'s claimed eligibility status and provide the gross revenues,
separately and in the aggregate for the applicant, the applicant's
affiliates, the applicant's controlling interests, and, if a consortium
of small businesses, the members of the joint venture, for the most
recently completed three calendar or fiscal years preceding the filing
of the applicant\'s FCC Form 175 based on audited financial statements.
*See*, *e.g., Auction No. 30 Public Notice* at Section II.C.2.

If the applicant does not have audited financial statements to document
the gross revenues figures provided, it must provide a certification
from its chief financial officer or its equivalent that the gross
revenue figures indicated in its FCC Forms 175 and 601 applications are
true, full, and accurate, and that the applicant does not have the
audited financial statements that are otherwise required under our
rules. *See* 47 C.F.R. § 101.1209(d).

**[For Small Businesses.]{.underline}** Applicants claiming status as a
small business must compute gross revenues in accordance with 47 C.F.R.
§ 101.1209 to demonstrate such status under our rules. A small business
is an entity that, together with its affiliates and controlling
interests, has average annual gross revenues that are not more than
**\$40 million** for the preceding three years. Gross revenues for each
year for the applicant and each of its affiliates and controlling
interests (and, if a consortium of small businesses, the members of the
joint venture) should be separately identified and followed by the
computed average total gross revenues for each over those years and the
combined average gross revenues of the applicant, the applicant's
affiliates, the applicant's controlling interests over those years. For
purposes of determining whether an entity meets the definition, the
gross revenues of the entity, its affiliates, and its controlling
interests shall be considered on a cumulative basis and aggregated. 47
C.F.R. §§ 101.1209(b)(2), 101.1209(d). The status of the applicant as a
minority-owned or women-owned business also is requested, but for
statistical purposes only.

**[For Very Small Businesses.]{.underline}** Applicants claiming status
as a very small business must compute gross revenues in accordance with
47 C.F.R. § 101.1209 to demonstrate such status under our rules. A very
small business is an entity that, together with its affiliates and
controlling interests, has average gross revenues that are not more than
**\$15 million** for the preceding three years. Gross revenues for each
year for the applicant and each of its affiliates and controlling
interests (and, if a consortium of very small businesses, the members of
the joint venture) should be separately identified and followed by the
computed average total gross revenues for each over those years and the
combined average gross revenues of the applicant, the applicant's
affiliates, the applicant's controlling interests over those years. For
purposes of determining whether an entity meets the definition, the
gross revenues of the entity, its affiliates, and its controlling
interests shall be considered on a cumulative basis and aggregated. 47
C.F.R. §§ 101.1209(b)(2), 101.1209(d). The status of the applicant as a
minority-owned or women-owned business also is requested, but for
statistical purposes only.

**[For Small Business & Very Small Business Consortia.]{.underline}**
Applicants that applied as a **small business consortia** or **very
small business consortia** as defined in 47 C.F.R. § 101.1209(b)(3) must
compute and indicate gross revenues as outlined above for **each** small
or very small business in the consortium. That is, each business entity
comprising the small or very small business consortia must qualify and
show gross revenues separately. The gross revenues of each small or very
small business shall not be aggregated. *See* 47 C.F.R. §
101.1209(b)(3).

**EXHIBIT D: AGREEMENTS & OTHER INSTRUMENTS**

All applicants must provide a detailed explanation of the terms and
conditions and parties involved in any bidding consortia, joint
ventures, partnerships or other agreements or arrangements into which
the applicant has entered relating to the competitive bidding process
prior to the time the bidding was completed. *See* 47 C.F.R. §
1.2107(d).

Applicants claiming designated entity status must list and summarize all
agreements and other instruments (with appropriate references to
specific provisions in the text of such agreements and instruments) that
support the applicant\'s eligibility as a small business, a very small
business, or a consortium of small or very small businesses under
sections 101.1208 through 101.1209 of the Commission\'s rules, including
the establishment of *de facto* and *de jure* control. 47 C.F.R.

§ 1.2112(b)(2). Such agreements and instruments include, but are not
limited to, articles of incorporation and bylaws, shareholder
agreements, voting or other trust agreements, partnership agreements,
management agreements, joint marketing agreements, franchise agreements,
and any other relevant agreements including letters of intent, oral or
written. These applicants must also list and summarize any investor
protection agreements, including rights of first refusal, supermajority
clauses, options veto rights, and rights to hire and fire employees and
to appoint members to boards of directors or management committees.
*See* 47 C.F.R. § 1.2112(b).

To comply with these requirements, applicants may either submit the
agreements themselves or submit a detailed description of those
agreements with proprietary information excluded. Applicants should
upload the information in a file, select Attachment Type "Other" and
enter "**Exhibit D: Agreements & Other Instruments**" in the File
Description field on the Attachment screen. If applicants choose to
submit the agreements, they can redact proprietary information or can
seek confidentiality for those documents pursuant to section 0.459 of
the Commission\'s rules, 47 C.F.R. § 0.459 (*see* discussion of
confidentiality requests under **\"Confidentiality Requests\"** below).

**EXHIBIT E: CONFIDENTIALITY REQUESTS**

Applicants should be aware that all information required by the
Commission\'s rules in connection with applications to participate in
spectrum auctions is necessary to determine the applicants\'
qualifications and, as such, will be available for public inspection.
Nonetheless, required proprietary information may be redacted, and
confidentiality may be sought pursuant to 47 C.F.R. § 0.459. Applicants
requesting confidential treatment for any information required as a
condition to participate in the auction must follow the procedures set
out in 47 C.F.R. § 0.459. Applicants submitting confidentiality requests
should be aware that 47 C.F.R. § 0.459 was amended to set out more
clearly what should be contained in a request that information not be
routinely available for public disclosure. *See* Examination of Current
Policy Concerning the Treatment of Confidential Information Submitted to
the Commission, *Report and Order*, GC Docket No. 96-55, 13 FCC Rcd.
24816 (1998). Because the required information bears on an applicant\'s
qualifications, the Commission envisions that confidentiality requests
will not be routinely granted.

If an applicant has sought confidential treatment of any information, it
must attach a statement which explains the request and references the
particular information for which confidential treatment has been
requested. The applicant should upload this statement as a file, select
Attachment Type "Confidentiality" and enter "**Exhibit E:
Confidentiality Requests**" in the File Description field on the
Attachment screen.

In addition, applicants must select Attachment Type "Confidentiality"
for the particular exhibit for which they are requesting confidential
treatment. Otherwise, the attachment will be available for public
inspection.

**Note**: There is no need to include an Exhibit E stating there is no
confidentiality request.

**EXHIBIT F: WAIVER REQUESTS**

In the event a winning bidder wishes to file a request for waiver, all
such requests should be filed with the corresponding application.
Applicants should upload a document describing the waiver request,
select Attachment Type "Waiver" and enter "**Exhibit F: Waiver
Requests**" in the File Description field on the Attachment screen.

Waiver requests filed after the submission of the FCC Form 601 may
result in a delay of the processing of the application. If a request for
waiver is filed separately from the FCC Form 601, such request must
reference the corresponding application.

**Note**: There is no need to include an Exhibit F stating there are no
waiver requests.