Click here for Adobe Acrobat version
Click here for Microsoft Word version

******************************************************** 
                      NOTICE
********************************************************

This document was converted from Microsoft Word.

Content from the original version of the document such as
headers, footers, footnotes, endnotes, graphics, and page numbers
will not show up in this text version.

All text attributes such as bold, italic, underlining, etc. from the
original document will not show up in this text version.

Features of the original document layout such as
columns, tables, line and letter spacing, pagination, and margins
will not be preserved in the text version.

If you need the complete document, download the
Microsoft Word or Adobe Acrobat version.

*****************************************************************



                         Before the
              Federal Communications Commission
                   Washington, D.C. 20554



In the Matter of                  )
                                 )   File No. EB-04-IH-0116
Weblink Wireless I, L.P.          )   NAL/Acct. No. 200432080088
                                 )   FRN No.: 0008554198
                                 )
Metrocall Holdings, Inc.          )   NAL/Acct. No.: 200432080089
                                 )   FRN No.: 0003737210


                                 
                            ORDER

Adopted:  April 23, 2004                Released:  April 28, 
2004

By the Chief, Enforcement Bureau

      1.  In  this   Order,  we   adopt  a   Consent  Decree 
 terminating  an  investigation  by the  Enforcement  Bureau 
 (the  ``Bureau'') into  the possible  violation by  WebLink 
 Wireless  I,  L.P.  (``WebLink'')  and Metrocall  Holdings, 
 Inc.    (``Metrocall'')   of   Section   310(d)    of   the 
 Communications  Act  of  1934,  as  amended,1  and  related 
 provisions  of the  Commission's rules  in connection  with 
 the unauthorized  transfer of control of certain Commercial 
 Mobile Radio Service facilities by WebLink to Metrocall. 

      2.  The Bureau, WebLink  and Metrocall have negotiated 
 the  terms  of  the Consent  Decree,  a  copy of  which  is 
 attached hereto and incorporated by reference herein.

      3.  We have  reviewed the terms of  the Consent Decree 
 and  evaluated the  facts before us.   We believe  that the 
 public  interest would be  served by approving  the Consent 
 Decree and terminating the investigation.

      4.  Based on the record before  us, and in the absence 
 of  material  new  evidence  relating to  this  matter,  we 
 conclude   that  there  are  no   substantial  or  material 
 questions of fact  as to whether WebLink and Metrocall each 
 possess  the basic  qualifications  to hold  or obtain  any 
 Commission license or authorization.

      5.  Accordingly,  IT  IS  ORDERED  that,  pursuant  to 
 Sections  4(i), 4(j), and 503(b) of  the Communications Act 
 of  1934,  as  amended,2  and the  authority  delegated  by 
 sections  0.111 and 0.311  of the Commission's  Rules,3 the 
 attached Consent Decree IS ADOPTED.

      6.  IT   IS  FURTHER   ORDERED  that   the  referenced 
 investigation IS TERMINATED.

      7.  IT IS  FURTHER ORDERED  that copies of  this Order 
 shall  be  sent by  first class  mail  and certified  mail, 
 return  receipt  requested, to  WebLink  Wireless I,  L.P., 
 3333 Lee  Parkway, 12th Floor, Dallas, Texas  75219, with a 
 copy  to its counsel,  Audrey P. Rasmussen,  Esquire, Hall, 
 Estill,  Hardwick, Gable,  Golden &  Nelson, PC,  1120 20th 
 Street,  Suite 700  North, Washington,  D.C. 20036,  and to 
 Metrocall   Holdings,    Inc.,   6677   Richmond   Highway, 
 Alexandria,  Virginia 22306,  with a  copy to  its counsel, 
 Frederick  M. Joyce, Esquire, Venable LLP,  575 7th Street, 
 N.W., Washington, D.C. 20004-1601.


                         FEDERAL COMMUNICATIONS COMMISSION
                         

                         David H. Solomon
                         Chief, Enforcement Bureau                        CONSENT DECREE

      8.  The    Enforcement   Bureau    of   the    Federal 
 Communications  Commission, and  WebLink Wireless   I, L.P. 
 and   Metrocall   Holdings,  Inc.,   by  their   respective 
 authorized   representatives   and  on   behalf  of   their 
 respective  subsidiaries,  hereby enter  into this  Consent 
 Decree  for the  purpose of  resolving and  terminating the 
 Enforcement    Bureau's    investigation   into    possible 
 violations  of section 310(d) of the  Communications Act of 
 1934, as amended,  47 U.S.C. 310(d), and related provisions 
 of  the Commission's rules,  in connection with  an alleged 
 unauthorized  transfer of control  by WebLink  to Metrocall 
 of   certain  Commercial  Mobile  Radio   Service  licensed 
 facilities. 

      9.  For  the  purposes  of this  Consent  Decree,  the 
 following definitions apply:

         a)  The  ``Act'' means  the  Communications Act  of 
           1934, as amended, 47 U.S.C.  151 et seq.;

         b)  ``Adopting Order'' or  ``Order'' means an order 
           of  the Enforcement Bureau adopting  this Consent 
           Decree;

         c)  ``Applications''   means  the   FCC  Form   602 
           applications  filed  on  November  25,  2003,  by 
           PageMart  PCS  Holdings  LLC and  Metrocall  USA, 
           Inc.,  and by  PageMart PCS  II Holdings  LLC and 
           Metrocall  USA,  Inc. (ULS  File Nos.  0001525608 
           and 0001525609).

         d)  The ``Bureau'' means  the Enforcement Bureau of 
           the Federal Communications Commission;

         e)  The   ``Commission''  or   ``FCC''  means   the 
           Federal Communications Commission;

         f)       ``Effective Date'' means the date on which 
           the Bureau releases the Adopting Order;

         g)  ''Metrocall''  means  Metrocall Holdings,  Inc. 
           and  its  parents,  subsidiaries,  divisions  and 
           affiliates,   and   each   of  their   respective 
           officers,     directors,    employees,    agents, 
           representatives,  or any  other person  acting or 
           purporting to  act on behalf of Metrocall, or its 
           successors or assigns.

         h)  ``Parties''  means WebLink,  Metrocall and  the 
           Bureau;

         i)        ``Rules''    means    the    Commission's 
           regulations set  forth in Title 47 of the Code of 
           Federal Regulations;

         j)     ``WebLink''  means WebLink Wireless  I, L.P. 
           and  its  parents,  subsidiaries,  divisions  and 
           affiliates,   and   each   of  their   respective 
           officers,     directors,    employees,    agents, 
           representatives,  or any  other person  acting or 
           purporting  to act on  behalf of WebLink,  or its 
           successors or assigns; and

         k)  ``WTB''  means the  Wireless Telecommunications 
           Bureau of the FCC.

                        I.  Background

      10.      By  Asset  Purchase  Agreement  dated  as  of 
 November  18, 2003,  WebLink Wireless,  Inc. and  Metrocall 
 agreed   to  a  transaction  whereby   Metrocall  purchased 
 WebLink's  commercial   wireless  messaging  business  (the 
 "Business").  The Agreement  provides that, as of its date, 
 Metrocall  took possession and control of  virtually all of 
 WebLink's    assets,    including   accounts    receivable, 
 inventory,  credits  and prepaid  expenses or  obligations, 
 real   property  leases   and  all   related  improvements, 
 fixtures,  furniture,   equipment,  intellectual  property, 
 contract  rights and  all books,  records, files  or papers 
 used  or to  be used  in WebLink's  Business.  The  parties 
 concurrently  entered into a Management  and Spectrum Lease 
 Agreement  whereby  WebLink agreed  to  lease to  Metrocall 
 ``spectrum airtime  rights'' over the Commission-authorized 
 facilities,  pending Commission approval of  the assignment 
 to  Metrocall of the  authorizations for  those facilities.  
 On  November  25,  2003,  PageMart PCS  Holdings,  LLC  and 
 PageMart  II Holdings,  LLC, subsidiaries  of WebLink,  and 
 Metrocall  USA, Inc., a subsidiary of  Metrocall, filed the 
 Applications  seeking such  approval of  the assignment  of 
 WebLink's  Narrowband  PCS,  Private  Carrier  Paging,  and 
 microwave licenses  to Metrocall USA, Inc.  As  a result of 
 its concern that  this transaction may have resulted in the 
 unauthorized  transfer of control of  WebLink's Commission-
 authorized  facilities   used  in  the  Business,  the  WTB 
 referred  the matter  to the  Bureau for  investigation and 
 possible enforcement action. 

                   II.  Terms of Settlement

      11.      In accordance with the  terms of this Consent 
 Decree,   the  Parties  agree   to  the   following  terms, 
 conditions, and procedures.

      12.      The Parties agree that the provisions of this 
 Consent  Decree shall be  subject to final approval  by the 
 Bureau by incorporation  of such provisions by reference in 
 an Adopting Order.

      13.      The  Parties agree  that this  Consent Decree 
 shall  become effective  on the  date on  which the  Bureau 
 releases  the  Adopting  Order.   Upon  such  release,  the 
 Adopting Order and  this Consent Decree shall have the same 
 force   and effect  as any other  orders of  the Commission 
 and  any  violation of  the terms  of  this Consent  Decree 
 shall  constitute  a   separate violation  of a  Commission 
 order,  entitling the  Commission to  exercise  any  rights 
 and  remedies attendant to the enforcement  of a Commission 
 order.

      14.      WebLink  and Metrocall  each  agree that  the 
 Bureau  has  jurisdiction over  the  matters  that are  the 
 subject of  this Consent Decree and the  authority to enter 
 into and adopt this Consent Decree.

      15.      The  Parties agree  that this  Consent Decree 
 does  not constitute either  an adjudication on  the merits 
 or  a factual or  legal finding or  determination regarding 
 compliance  or noncompliance with  the requirements  of the 
 Act  or the  Commission's  rules and  orders.  The  Parties 
 agree  that this Consent Decree is  for settlement purposes 
 only and that,  by agreeing to this Consent Decree, WebLink 
 and Metrocall do  not admit or deny liability for violating 
 any  statute, regulation,  or rule  in connection  with the 
 matters that are the subject of this Consent Decree.

      16.      The Parties  agree and acknowledge  that this 
 Consent Decree  shall constitute a final settlement between 
 the  Parties concerning the  alleged violations  by WebLink 
 and  Metrocall  of  the  Act  and  the  Commission's  rules 
 discussed herein. 

      17.      In  express reliance  upon the  covenants and 
 representations  in this Consent Decree,  the Bureau agrees 
 to  terminate its  investigation of  WebLink and  Metrocall 
 without  any  finding of  liability  on  their part.   This 
 Consent Decree  shall constitute a final settlement between 
 the Parties of that investigation.

      18.      In consideration of  the Bureau's termination 
 of  its  investigation  into  these  matters,  WebLink  and 
 Metrocall each agree to the terms set forth herein.

      19.      Within five (5) business  days of the release 
 of  the Adopting  Order, WebLink  and Metrocall  shall each 
 make   a  voluntary  contribution  to   the  United  States 
 Treasury,  without  protest  or  recourse, by  wire  or  by 
 mailing  a check or  similar instrument drawn to  the order 
 of the Federal  Communications Commission, in the amount of 
 Twenty-Five  Thousand Dollars ($25,000.00),  to be  sent to 
 the  attention  of the  Federal Communications  Commission, 
 Forfeiture  Collection  Section, Finance  Branch, P.O.  Box 
 73482,  Chicago,  Illinois,  60673-7482.  The  check,  wire 
 transfer   or  money  order   shall  refer  to   Acct.  No. 
 200432080088 and FRN  No. 0008554198 (by WebLink) and Acct. 
 No.  200432080089 and  FRN No.  0003737210 (by  Metrocall). 
 Any   wire  transfer  must  be  made   in  accordance  with 
 Commission procedures for wire transfers. 

      20.      Within thirty (30) days of the release of the 
 Adopting  Order,  and   for  a  period  of  two  (2)  years 
 following  its release, Metrocall will  adopt and implement 
 a   company-wide  compliance   plan  to   require  periodic 
 education  of  all  employees concerning  the  Commission's 
 spectrum leasing rules  and the requirements of the Act and 
 the  Rules  regarding   the  need  for  prior  approval  of 
 assignments  of Commission authorizations and  the transfer 
 of   control  of  the   holders  of   such  authorizations.  
 Metrocall  will  ensure  that  its  obligation  under  this 
 paragraph  will   continue  to  bind  any  assignee  and/or 
 transferee  regarding any of the licenses  specified in the 
 Applications.

      21.      WebLink  and Metrocall  each agree  that they 
 are  required to comply  with each individual  condition of 
 this   Consent  Decree.   Each  specific   condition  is  a 
 separate  condition of the Consent Decree  as approved.  To 
 the  extent  that  either  WebLink or  Metrocall  fails  to 
 satisfy  any condition or  Commission rule, in  the absence 
 of  Commission alteration  of the  condition or  rule, such 
 entity  will be deemed  noncompliant and may be  subject to 
 possible  enforcement  action, including,  but not  limited 
 to,  revocation of  the relief,  designation of  the matter 
 for hearing, letters of admonishment or forfeitures.

      22.      The  Bureau agrees  that, in  the absence  of 
 material  new evidence,  it will  not, on  its own  motion, 
 initiate   or  recommend   to  the   Commission,  any   new 
 proceeding,  formal or informal,  regarding the  conduct of 
 WebLink  or Metrocall that  is the subject of  this Consent 
 Decree.  The Bureau  further agrees that, in the absence of 
 material new  evidence related to this matter,  it will not 
 use  the facts  developed  in this  proceeding through  the 
 Effective Date  of this Consent Decree or  the existence of 
 this  Consent  Decree to  initiate on  its  own motion,  or 
 recommend  to  the Commission,  any  proceeding, formal  or 
 informal,  or take  any action  on its  own motion  against 
 WebLink   or  Metrocall   with  respect   to  their   basic 
 qualifications  to  be  or  continue  to  be  a  Commission 
 licensee.   Nothing in  this Consent  Decree shall  prevent 
 the  Bureau   from  instituting,  or  recommending  to  the 
 Commission,  new investigations or  enforcement proceedings 
 against WebLink  or Metrocall, in the event  of any alleged 
 future  misconduct for violation of this  Consent Decree or 
 for  violation  of the  Act or  the  Commission's Rules  as 
 consistent with the provisions of this Consent Decree.

      23.      WebLink and Metrocall each  waive any and all 
 rights  they may  have to  seek administrative  or judicial 
 reconsideration,  review, appeal or  stay, or  to otherwise 
 challenge  or contest the  validity of this  Consent Decree 
 and the Adopting  Order, provided the Adopting Order adopts 
 the   Consent    Decree   without   change,   addition   or 
 modification.

      24.      WebLink and Metrocall each agree to waive any 
 claims  they may otherwise  have under the Equal  Access to 
 Justice  Act, 5  U.S.C.   504 and  47 C.F.R.   1.1501  et 
 seq.,  relating to  the matters  discussed in  this Consent 
 Decree.

      25.      If any Party (or  the United States on behalf 
 of the  FCC) brings a judicial action to  enforce the terms 
 of  the  Adopting Order,  WebLink,  Metrocall  and the  FCC 
 shall  not  contest the continuing validity  of the Consent 
 Decree or Adopting Order.  

      26.      In  the event  that  this  Consent Decree  is 
 rendered  invalid by any  court of  competent jurisdiction, 
 this Consent Decree  shall become null and void and may not 
 be used in any manner in any legal proceeding.

      27.      This   Consent  Decree   may  be   signed  in 
 counterparts.



 For the Enforcement Bureau        



 ________________________________
 David H. Solomon
 Chief, Enforcement Bureau

 For WebLink Wireless I, L.P.



 ___________________________________
 Kelly Prentiss
 Chief Financial Officer



 For Metrocall Holdings, Inc.



 ___________________________________
 Stan Sech
 Chief Operating Officer

_________________________

1 47 U.S.C.  310(d).

2 47 U.S.C.  154(i), 154(j), 503(b).

3 47 C.F.R.  0.111, 0.311.