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Attachment D







INSTRUCTIONS FOR COMPLETING FCC FORM 600

FCC Form 600: General Requirements

In completing the FCC Form 600­either electronically or manually­applicants are encouraged to use the format below in submitting the information required by our rules as exhibits. Although the suggested organizational approach is discretionary, submission of the materials in the manner described below should expedite the processing of the FCC Form 600.

Applicants bear full responsibility for submission of timely and complete FCC Form 600 applications. Applicants should read the instructions on the FCC Form 600 carefully and should consult the rules to ensure that, aside from the materials described below, all the information that is required under our rules is included with their FCC Form 600 applications. Incomplete or defective applications may be returned to the applicant. See 47 C.F.R. § 27.311. 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 600 application by May 12, 1997, 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. § 27.203.

Frivolous Pleadings

Pursuant to 47 C.F.R. § 1.52, the Commission reminds parties to our proceedings and their attorneys that the Commission intends to fully utilize its authority to discourage and deter the filing of frivolous pleadings. See Public Notice, "Commission Taking Tough Measures Against Frivolous Pleadings," FCC 96-42 (rel. Feb. 9, 1996).

Organization of Application and Exhibits

Main Form and Schedule A

The FCC Form 600 Main Form should be completed in its entirety, except for questions 22 through 25 and question 27, as they do not apply. For question 26 on the main form, applicants should input "WS" as the FCC radio service code. However, filers need to complete only Items A1, A2, A3 and A5 on Schedule A of the FCC Form 600, as follows:



Main Form-Related Exhibits

Any exhibits to be attached to an application in response to a question on the FCC Form 600 Main Form or on Schedule A should be identified as specified in the instructions to the FCC Form 600. Please attach those exhibits immediately behind the FCC Form 600 and the Schedule A. Electronic filers should use the attachment icons provided within the electronic filing software to submit these attachments. Where a question on the FCC Form 600 requires the filing of an exhibit, electronic filers should use the attachment icons provided next to the question responses.







Rule-Related Exhibits

Any exhibits to be attached to an application as a result of our rule requirements should follow any FCC Form 600 Main Form or Schedule A exhibits. Please order and identify these exhibits as follows:

Title
Required From
Exhibit A:Direct OwnershipAll Applicants
Exhibit B: Indirect OwnershipAll Applicants
Exhibit C:OwnershipAll Applicants
Exhibit D: Designated EntitiesDesignated Entity Applicants
Exhibit E: SubsidiariesIf Applicable
Exhibit F: AffiliatesIf Applicable
Exhibit G: Foreign OwnershipAll Applicants
Exhibit H:Agreements & Other InstrumentsIf Applicable
Exhibit I: Confidentiality RequestsIf Applicable
Exhibit J:Market DesignatorIf Applicable-Electronic Filers Only
Exhibit K:Service ProfileAll Applicants
Waiver Requests
If Applicable


As specified in the instructions to the FCC Form 600, each page of each exhibit must be identified with the number or letter of the exhibit, the number of the page of the exhibit, and the total number of pages of the exhibit. Electronic filers should use the "Attachments" tab for each of these exhibits. There should be a separate attachment file for each electronically-submitted exhibit. That is, electronic filers should label each ownership and eligibility exhibit (as described below) and upload it into the "Attachments" tab as a separate ASCII text (.TXT) file. If applicable, electronic filers should upload waiver requests into the "Waiver" tab.

I. Applicant Identity and Ownership Information

Background

Section 27.307 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. Section 27.307(a)(1) of the Commission's rules also requires the disclosure of information concerning interests of five percent or more in any FCC-regulated businesses held by an officer, director, attributable stockholder or key management personnel of the applicant. See Erratum to Amendment of the Commission's Rules to Establish Part 27, the Wireless Communications Service ("WCS"), GN Docket 96-228, FCC 97-50 (released March 21, 1997).

Applicants should attach the information, certified as truthful, that is required pursuant to 47 C.F.R. § 27.307(a)(1)-(4), 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. Please clearly label additional pages to indicate the Exhibit and Item number to which those pages relate. Electronic filers should complete the "ownership worksheet" provided with the electronic filing software to accurately describe key information about direct and indirect ownership.

Exhibit A: Direct Ownership

First, attach and label as "Exhibit A: Direct Ownership" a document or series of documents that identifies all persons or entities that directly hold a five percent or more interest in the applicant. For each five percent interest holder listed, applicants should provide the following information:

Item (1) Name and address: 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, 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, or the name, title and address of an authorized contact for the partnership.

Item (2) Principal Business: Describe the interest holder's principal business.

Item (3) Relationship to Other Interest Holder: Indicate whether the interest holder is related to any other five percent interest holder by blood or marriage, and provide the name of the related interest holder.

Item (4) Percentage Held: Specify the percentage interest held in the applicant based on any combined holdings.

Item (5) Amount Held: Specify the amount held (e.g., number of shares of stock) for each type of interest specified.

Item (6) Type of Interest Held: Indicate whether the interest held is in the form of stocks, bonds, warrants, 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 (7) Held on Behalf of: If an interest is held in trust, or on behalf of another person or entity, identify the party for whom the interest is held.

Item (8) Citizenship: Indicate whether the interest holder is a U.S citizen or U.S. corporation. If the interest holder is a partnership, indicate whether each partner is a U.S. citizen. If the interest holder is not a U.S. citizen, indicate the holder's citizenship. Applicants should list all foreign partners regardless of whether they are general or limited partners, except that applicants need not list a limited partner: (1) whose level of ownership in the licensee does not exceed the level allowed by Section 310(b) of the Communications Act of 1934, as amended; and (2) who is "insulated" from the management and control of the partnership. See Wilner and Scheiner, 103 FCC 2d 511 (1985), recon. granted in part, 1 FCC Rcd 12 (1986); Implementation of Sections 3(n) and 332 of the Communications Act - Regulatory Treatment of Mobile Services, GN Docket No. 93-252, First Report and Order, 9 FCC Rcd 1056 (1994) at ¶ 9 and n.13; see also Amendment of the Commission's Rules to Implement Section 403(k) of the Telecommunications Act of 1996 - Citizenship Requirements, Order, 11 FCC Rcd 13072, ¶ 7 (1996). Also, if an interest holder is an alien, check your response to Items 29-33 on the main FCC Form 600. Applicants should note that a certification regarding compliance with foreign ownership restrictions is required in Exhibit G. See 47 C.F.R. § 27.12.

Exhibit B: Indirect Ownership

Second, attach and label as "Exhibit B: Indirect Ownership" a document or series of documents that identifies all persons or entities that indirectly hold a five percent or more interest in the applicant. For each person or entity listed, provide the same information listed in Items (1)-(8) above as is requested for direct interests. In addition, create a new Item (9) category as explained below:

Item (9) Intervening Interests: Indirect interests can also be held through intervening corporations and other entities. For each indirect interest holder, specify the intervening corporations or other entities from which the indirect five-percent or more interest in the applicant is derived.

In calculating the percentage of indirect ownership in Item (4), be sure to use a multiplier. See 47 C.F.R. § 20.6(d)(8).

Exhibit C: Ownership

Third, attach and label as "Exhibit C: Ownership" a list of partners, officers, directors and key management personnel of the applicant if not otherwise listed in Ownership Exhibit A.

Exhibit D: Designated Entities

Pursuant to Section 27.209, small businesses and very small businesses are eligible for bidding credits of 25 percent and 35 percent respectively, to lower the cost of their winning bids. Small businesses and very small businesses are defined in Section 27.210(b). Applicants that are not claiming eligibility for bidding credits do not need to submit Exhibit D.

If applying for a bidding credit, attach and label as "Exhibit D: Designated Entities" a document or series of documents that certifies as truthful the gross revenues for each of the last three years of the applicant, its affiliates, persons or entities that hold attributable interests in the applicant and their affiliates. Each applicant that does not otherwise use audited financial statements must provide a certification from its chief financial officer that the gross revenue and asset figures indicated in its FCC Forms 175 and 600 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. § 27.210(c). Identify the applicant's claimed eligibility status and provide the requisite information demonstrating such status as indicated in the following instructions:

Small Business

Applicants claiming status as a small business must compute gross revenues in accordance with 47 C.F.R. § 27.210(b)(1) to demonstrate status as a small business under our rules. A small business is an entity that, together with its affiliates and persons or entities that hold interests in such entity and their affiliates, has average annual gross revenues that are not more than $40 million for the preceding three years. Gross revenues for each year should be separately identified and followed by the computed average total gross revenues over those years. For purposes of determining whether an entity meets $40 million average annual gross revenues size, the gross revenues of the entity, its affiliates, persons or entities holding interests in the entity and their affiliates shall be considered on a cumulative basis and aggregated subject to the exceptions set forth in Section 27.210(b)(3). The status of the applicant as a minority-owned or women-owned business also is requested, but for statistical purposes only.

Very Small Businesses

Applicants claiming status as a very small business must compute gross revenues in accordance with 47 C.F.R. § 27.210(b)(2) to demonstrate status as a very small business under our rules. A very small business is an entity that, together with its affiliates and persons or entities that hold interests in such entity and their affiliates, has average annual gross revenues that are not more than $15 million for the preceding three years. Gross revenues for each year should be separately identified and followed by the computed average total gross revenues over those years. For purposes of determining whether an entity meets $15 million average annual gross revenues size, the gross revenues of the entity, its affiliates, persons or entities holding interests in the entity and their affiliates shall be considered on a cumulative basis and aggregated, subject to the exceptions set forth in Section 27.210(b)(3). The status of the applicant as a minority-owned or women-owned business also is requested, but for statistical purposes only.







Small Business & Very Small Business Consortia

For those applicants that applied as small business consortia or a very small business consortia as defined in 47 C.F.R. § 27.210(b)(4), the following information must be submitted for each small or very small business in the consortium:

Item (1) Gross revenues: Compute and indicate gross revenues as per our instructions outlined above. However, for applicants who applied as small business or very small business consortia, the gross revenues of each small or very small business shall not be aggregated. That is, each business entity comprising the small or very small business consortia must qualify and show gross revenues separately. See 47 C.F.R. § 27.210(b)(4).

Exhibit E: Subsidiaries

Pursuant to 27.307(a)(1), attach and label as "Exhibit E: Subsidiaries" a document or series of documents that identifies all subsidiaries of the applicant, if any. A subsidiary is an FCC-regulated business five percent or more of whose stock, warrants, options or debt securities are owned by the applicant or an officer, director, stockholder or key management personnel of the applicant. For each subsidiary, applicants should provide the following information:

Item (1) Name and address: Identify the name and address of the subsidiary.

Item (2) Principal Business: Describe the subsidiary's principal business.

Item (3) Relationship to the Applicant: Describe the subsidiary's relationship to the applicant.

Exhibit F: Affiliates

Pursuant to 47 C.F.R. § 27.307(a)(2), applicants should attach and label as "Exhibit F: Affiliates" a document which contains the following information for all affiliates, if applicable:

Item (1) Identification: Name all affiliates of the applicant. An individual or entity is an affiliate of an applicant or of a person holding an attributable interest in an applicant if such individual or entity: (1) directly or indirectly controls or has power to control the applicant, or (2) is directly or indirectly controlled by the applicant, or (3) is directly or indirectly controlled by a third party or parties that also controls or has the power to control the applicant, or (4) has an "identity in interest" with the applicant, e.g., spouse, kinship, stock ownership. See 47 C.F.R. § 27.210(d) .

Item (2) Nature of Control: Provide information regarding the nature of control of each affiliate. See 47 C.F.R. § 27.210(d)(2).

Item (3) Identity of Interest: Provide a description of each affiliate's identity of interest (e.g., spousal affiliation, affiliation through stock ownership, affiliation through common management, etc.) See 47 C.F.R. § 27.210 (d)(3)-(10).

Exhibit G: Foreign Ownership

Attach and label as "Exhibit G: Foreign Ownership" a document that certifies that the applicant complies with the foreign ownership limitations specified in 47 U.S.C. § 310. See 47 C.F.R. § 27.12. For every foreign owner, applicants should provide the following information:

Item (1) Percentage of Interest: Identify each foreign owner's percentage of ownership in the applicant.

Item (2) Country of Origin and Address: List each foreign owner's country of origin and address.



II. Exhibit H: Agreements & Other Instruments

Applicants should attach and label as "Exhibit H: Agreements and Other Instruments" a detailed explanation of the terms and conditions and parties involved in any bidding consortia, joint venture, partnerships or other agreement or arrangement 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. § 27.206. To comply with this requirement, applicants can either submit the agreements themselves, or can submit a detailed description of those agreements with proprietary information excluded. 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 (see discussion of confidentiality requests under "Confidentiality Requests" below).



III. Exhibit I: 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. Required proprietary information may be redacted, and confidentiality can 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.





If an applicant has sought confidential treatment of any information, it should attach and label as "Exhibit I: Confidentiality Requests" a statement which references the request; otherwise Exhibit I should be omitted. Any such requests must be manually submitted, even if the winning bidder chooses to file electronically. If filing electronically, the winning bidder must indicate in Exhibit I that it has a confidentiality request on file. Because the required information bears on an applicant's qualifications, the Commission envisions that confidentiality requests will not be routinely granted. An applicant's request for confidentiality must include a demonstration that it would suffer substantial competitive harm from the public disclosure of the confidential information.



IV. Exhibit J: Market Designator

Only electronic filers submitting single applications for multiple markets should attach and label as "Exhibit J: Market Designator" a list of the additional market designators (other than the market already listed in Schedule A) that the single application covers. This exhibit should not include the market name(s) associated with the market designator(s).

Note: This data string is computer-read to link an applicant's FCC Form 600 to all the licenses for which it is applying. To ensure that the data is read correctly, applicants should submit their data as requested and without any additional text.



V. Exhibit K: Service Profile

Applicants should attach and label as "Exhibit K: Service Profile" the following information identifying the type of service(s) the applicant will provide:

Item (1) Common Carrier: State whether the applicant will be a common carrier, non-common carrier, or both.

Item (2) Service: Identify whether the applicant will be providing fixed, mobile, fixed and mobile, satellite (sound) or radiolocation services.



VI. Waivers Requests

In the event a winning bidder wishes to file a request for waiver, all such requests should be filed with the corresponding application as "Waiver Requests." Winning bidders filing electronically should upload their waiver requests using the "Waiver" tab. Manual filers should attach a copy of waiver requests at the end of their FCC Form 600. Waiver requests filed after the submission of the FCC Form 600 may result in a delay of the processing of the application. If a request for waiver is filed separately from the FCC Form 600, such request must reference the corresponding application.