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 PUBLIC  NOTICE  FEDERAL  COMMUNICATIONS  COMMISSION  445  12  th  Street,  S.  W.,  TW-  A325 
 WASHINGTON,  DC  20554  DA  00-  309  News  media  information  202/  418-  0500  Fax-  On  Demand  202/  418-  2830  Internet:  http://  www.  fcc.  gov  ftp.  fcc.  gov 
 Released:  February  17,  2000 
 WIRELESS  TELECOMMUNICATIONS  BUREAU  GRANTS  CONSENT  FOR  ASSIGNMENT  OF  CELLULAR,  MICROWAVE,  AND  PCS  LICENSES  FROM 
 TRITON  COMMUNICATIONS,  L.  L.  C.  AND  TRITON  CELLULAR  ALABAMA  5  LICENSE  COMPANY,  L.  L.  C  TO  RCC  HOLDINGS,  INC. 


 WT  Dkt.  No.  99-  364 
 Pursuant  to  sections  4(  i)  and  310(  d)  of  the  Communications  Act  of  1934,  as  amended,  47  U.  S.  C.  §§  154(  i),  310(  d),  and  section  0.331  of  the  Commission’s  rules,  47  C.  F.  R.  §  0.331,  the 
 Wireless  Telecommunications  Bureau  approves  the  applications  (File  Nos.  0000049094,  0000047798,  0000049450,  and  0000047796)  requesting  Commission  consent  to  assign  certain 
 licenses  and  authorizations  currently  held  by  Triton  Communications,  L.  L.  C.  (Triton  Communications)  and  its  wholly-  owned  subsidiary,  Triton  Cellular  Alabama  5  License 
 Company,  L.  L.  C.  (Triton  Cellular)  to  RCC  Holdings,  Inc.  (RCC  Holdings),  a  wholly-  owned  subsidiary  of  Rural  Cellular  Corporation  (RCC).  These  applications  pertain  to  licenses  for 
 cellular  and  microwave  services  and  PCS.  No  comments  or  petitions  to  deny  were  received  in  response  to  the  public  notice  announcing  that  the  applications  had  been  accepted  for  filing.  See 
 DA  99-  3001,  released  December  23,  1999.  Pursuant  to  the  proposed  transaction,  RCC  Holdings  will  acquire  all  of  the  assets  of  Triton  Communications  and  Triton  Cellular. 


 In  two  markets  affected  by  these  applications,  Oregon  RSA  Nos.  3  and  6,  consummation  of  this  transaction  without  corrective  measures  would  cause  Telephone  and  Data  Systems,  Inc. 
 (TDS)  to  violate  the  ownership  limit  stated  in  Section  22.942(  a)  of  the  Commission’s  rules,  47  C.  F.  R.  §  22.942(  a).  TDS  subsidiaries  collectively  hold  a  more  than  5%  equity  interest  in  RCC, 
 which  will  come  into  control  of  the  A-  block  licenses  in  these  markets,  while  TDS  subsidiaries  control  the  B-  block  licenses  in  these  markets.  In  an  amendment  to  the  applications  filed  on 
 December  20,  1999,  the  parties  proposed  to  cure  this  potential  violation  through  an  agreement  between  RCC  and  TDS  to  exchange  common  stock  of  RCC  held  by  TDS  subsidiaries  for 
 instruments  in  the  form  of  convertible  preferred  stock  which  may  not  be  converted  into  interests  that  would  be  attributable  under  Section  22.942  if  the  result  would  be  non-  compliance  with  that 
 rule  (the  “RCC-  TDS  Agreement”).  RCC  and  TDS  assert  that  the  preferred-  stock  instrument  qualifies  as  debt  and  is  therefore  not  attributable  under  Section  22.942(  d)(  4)  of  the  Commission’s 
 rules.  The  Bureau  finds,  assuming  the  facts  of  ownership  and  the  terms  of  the  RCC-  TDS 
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 Agreement  as  presented  in  the  applications  and  as  represented  to  Commission  staff,  that  execution  of  the  RCC-  TDS  Agreement  will  maintain  TDS’s  compliance  with  Section  22.942(  a) 
 in  Oregon  RSA  Nos.  3  and  6.  Grant  of  these  applications  is  therefore  conditioned  upon  the  execution  of  the  RCC-  TDS  Agreement  prior  to  consummation  of  the  proposed  assignments  in 
 Oregon  RSAs  3  and  6. 
 Pursuant  to  section  1.103  of  the  Commission’s  rules,  47  C.  F.  R.  §  1.103,  the  consent  granted  herein  is  effective  upon  release  of  this  Public  Notice.  Pursuant  to  sections  1.106(  f)  and 
 1.115(  a)  of  the  Commission’s  rules,  47  C.  F.  R.  §§  1.106(  f),  1.115(  a),  petitions  for  reconsideration  and  applications  for  review  may  be  filed  within  thirty  days  of  the  release  of  this  public  notice. 


 For  further  information,  contact  William  Kunze,  Wireless  Telecommunications  Bureau,  Commercial  Wireless  Division,  at  (202)  418-  7240  (Parts  22  and  24),  or  Monica  Desai,  Wireless 
 Telecommunications  Bureau,  Public  Safety  and  Private  Wireless  Division,  at  (202)  418-  0680  (Part  101). 


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