Federal Communications Commission DA 06-2358 Before the Federal Communications Commission Washington, D.C. 20554 In the Matter of NEWCOMM WIRELESS SERVICES, INC. Licensee of Various Authorizations in the PCS and Fixed Microwave Services 1 ) ) ) ) ) ) ) File No. EB-06-IH-2698 FRN No. 0001726314 Acct. No. 200732080002 ORDER Adopted: December 29, 2006 Released: January 3, 2007 By the Chief, Enforcement Bureau 1. In this Order, we adopt a Consent Decree relating to compliance by Newcomm Wireless Services, Inc. (“Newcomm”), licensee of the above-captioned authorizations, with Section 310(d) of the Communications Act of 1934, as amended,2 in connection with the control and ownership of Newcomm. 2. The Enforcement Bureau (“Bureau”) and Newcomm have negotiated the terms of the Consent Decree, a copy of which is attached hereto and incorporated by reference herein. 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 Bureau’s investigation of Newcomm, subject to compliance with the terms of the Consent Decree. In the absence of non- compliance or material new evidence relating to this matter, we conclude that there are no substantial or material questions of fact as to whether Newcomm possesses the basic qualifications to be or remain a Commission licensee. 3. ACCORDINGLY, IT IS ORDERED that, pursuant to Section 4(i) of the Communications Act of 1934, as amended,3 and the authority delegated by Sections 0.111 and 0.311 of the Commission’s Rules,4 the attached Consent Decree IS ADOPTED. 4. IT IS FURTHER ORDERED that, as conditioned in the Consent Decree and above, the referenced investigation IS TERMINATED. 5. IT IS FURTHER ORDERED that, consistent with whatever authorization by the bankruptcy court may be necessary or appropriate, NewComm shall pay (or cause to be paid) the outstanding balance of NewComm’s secured debt to the Federal Communications Commission, including 1 See Consent Decree, Attachment A, infra. 2 See 47 U.S.C. § 310(d). 3 See 47 U.S.C. §§ 154(i). 4 See 47 C.F.R. §§ 0.111, 0.311. Federal Communications Commission DA 06-2358 2 all principal, late fees and interest, as specified in the Consent Decree, by wire transfer to Mellon Bank, 500 Ross Street, Pittsburgh, PA 15262, ABA Number 043000261, and account number 910-0147. 6. IT IS FURTHER ORDERED that, consistent with whatever authorization by the bankruptcy court may be necessary or appropriate, Newcomm shall pay (or cause to be paid) its voluntary contribution to the United States Treasury, as specified in the Consent Decree, by wire transfer. The wire transfer shall refer to Acct. No. 200732080002 and FRN # 0001726314 and shall be made to ABA Number 043000261, receiving bank Mellon Bank, and account number 911-6106. 7. IT IS FURTHER ORDERED that copies of this Order shall be sent to Newcomm Wireless Services Inc., 2221 Ponce De Leon Avenue, Suite 1407, San Juan, Puerto Rico 00917, and to its counsel, Robert Pettit, Esquire, Wiley Rein & Fielding LLP, 1776 K St., N.W., Washington, DC 20006. FEDERAL COMMUNICATIONS COMMISSION Kris Anne Monteith Chief, Enforcement Bureau Federal Communications Commission DA 06-2358 3 Before the Federal Communications Commission Washington, D.C. 20554 In the Matter of NEWCOMM WIRELESS SERVICES, INC. Licensee of Various Authorizations in the PCS and Fixed Microwave Services 5 ) ) ) ) ) ) ) File No. EB-06-IH-2698 FRN 0001726314 Acct. No. 200732080002 CONSENT DECREE 1. The Bureau (as hereinafter defined) and Newcomm (as hereinafter defined), by their respective authorized representatives, hereby enter into this Consent Decree for the purposes of conditionally resolving and terminating the Bureau’s investigation into violations by Newcomm of Section 310(d) of the Communications Act of 1934, as amended,6 and of Sections 1.2110 and 1.2111 of the Commission’s Rules.7 2. For the purposes of this Consent Decree, the following definitions apply: a. “Act” means the Communications Act of 1934, as amended;8 b. “Adopting Order” or “Order” means an order of the Enforcement Bureau adopting this Consent Decree; c. “Bureau” means the Enforcement Bureau of the Federal Communications Commission; d. “Commission” or “FCC” means the Federal Communications Commission; e. “Effective Date” means the date on which the Bureau releases the Adopting Order; f. “ClearComm” means ClearComm, L.P., the controlling entity of Newcomm, and includes ClearComm, L.P.’s parent, subsidiaries, and affiliates, and each of their respective officers, directors, employees, agents, representatives, and any other person acting on behalf of ClearComm, L.P. and their successors or assigns; g. “Newcomm” means Newcomm Wireless Services, Inc., licensee of the Licenses, and the 5 See Attachment A. 6 See 47 U.S.C. § 310(d). 7 47 C.F.R. §§ 1.2110, 1.2111. 8 See 47 U.S.C. §§ 151 et seq. Federal Communications Commission DA 06-2358 4 resulting corporation of a joint venture between ClearComm and Telefonica, and includes any debtor in possession that, as the result of a bankruptcy filing, holds assets previously held by Newcomm; and also includes any entity to which Licenses are lawfully assigned, as a result of a sale or other transfer approved by the bankruptcy court, and a necessary and concomitant approval of such assignment by the Commission; and also includes Newcomm Wireless Services, Inc.’s controlling entities, parent, subsidiaries, and affiliates, and each of their respective officers, directors, employees, agents, representatives, or any other person acting or purporting to act on behalf of Newcomm Wireless Services, Inc. and their successors or assigns; h. “Parties” means Newcomm and the Bureau collectively and “Party” means Newcomm or the Bureau in its individual capacity; i. “Rules” means the Commission’s regulations set forth in Title 47 of the Code of Federal Regulations; j. “Licenses” means the wireless authorizations listed in Attachment A hereto; k. “TEM PR” means TEM Puerto Rico, Inc., and its parent, subsidiaries, divisions and affiliates, and each of their respective officers, directors, employees, agents, representatives, and any other person acting on behalf of TEM Puerto Rico, Inc. or their successors or assigns; and l. “Telefonica” means Telefonica Larga Distancia de Puerto Rico, Inc., and includes Telefonica Larga Distancia de Puerto Rico, Inc.’s controlling entities, parent, 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 Telefonica Larga Distancia de Puerto Rico, Inc. and their successors or assigns. I. BACKGROUND 3. Newcomm is the licensee of the Licenses which comprise various PCS C-Block and Fixed Microwave Services authorizations used to provide telecommunications services in Puerto Rico. Newcomm was granted Designated Entity status with respect to its PCS licenses and, consequently was permitted to make payments to the Commission under an installment plan.9 4. On December 12, 2005 and May 28, 2006, Newcomm disclosed to the Commission that it had engaged in certain transfers of control of its Licenses without prior notification to or authorization from the Commission, as required by Section 310(d) of the Act. Specifically, Newcomm disclosed that control of its Licenses was transferred to TEM PR, a subsidiary of Telefonica, on April 20, 2005, and subsequently transferred back to Newcomm in February 2006. Newcomm neither requested nor received Commission approval to engage in these transactions. As noted, see note 5 supra, these transactions were also inconsistent with the provisions of Sections 24.711 and 1.2110 of the Commission’s Rules.10 The Bureau’s investigation revealed other instances in which Newcomm engaged in transactions that 9 See 47 C.F.R. §§24.709, 24.711. Section 1.2111(c) of the Commission’s rules requires participants in the Commission’s installment plan to pay the balance of any outstanding loans as a condition for approval of the transfer or assignment of the licenses associated with the loans. See 47 C.F.R. §§1.2110, 1.2111. Newcomm’s PCS licenses, KNLF736 and KNLF746, are Auction 5 C-block licenses that were granted to ClearComm on January 22, 1997. 10 47 C.F.R. §§ 24.711 and 1.2110. Federal Communications Commission DA 06-2358 5 effectuated transfers of control for which Newcomm had not requested or obtained prior Commission consent, and that resulted in Newcomm’s loss of eligibility for Designated Entity benefits, such as the option to pay for its licenses by making installment payments.11 5. Newcomm informed the Bureau through its counsel that on November 28, 2006, it filed for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code. Newcomm represents that its outstanding debt obligations to the Commission, and the additional payment, designed to settle and discharge Newcomm’s liability for certain regulatory violations described in this Consent Decree, will be paid in full, and as soon as possible, consistent with bankruptcy court approval. II. AGREEMENT 6. In accordance with the terms of this Consent Decree and specifically in reliance on the representations and acknowledgments herein, including but not limited to those in Paragraphs 5, 16, 18, 19, and 20, the Parties agree to the following terms, conditions, and procedures. 7. The Parties agree that the provisions of this Consent Decree shall be subject to final Bureau approval, by incorporation of such provisions by reference in an Adopting Order. 8. The Parties agree that this Consent Decree shall become effective on the Effective Date. Upon the Effective Date, the Adopting Order and this Consent Decree shall have the same force and effect as any other order of the Commission, and any failure to comply with any 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.12 9. Newcomm agrees that, notwithstanding its bankruptcy filing, 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. 10. The Parties agree that this Consent Decree does not constitute an adjudication on the merits. 11. The Parties agree and acknowledge that this Consent Decree shall constitute a final settlement between them concerning the matters discussed in Paragraphs 3 and 4, herein. 12. The Bureau agrees to terminate its investigation of the matters discussed in Paragraphs 3 and 4 herein, in express reliance upon the covenants and representations in this Consent Decree, and conditioned on Newcomm's compliance with the terms of this Consent Decree, as provided herein. 13. In consideration of the Bureau’s commitment to terminate the investigation of the matters discussed in Paragraphs 3 and 4 herein, and take no further action in reference to these matters, Newcomm agrees to the terms set forth herein. Newcomm understands that the Bureau’s commitment to terminate the investigation is conditioned on Newcomm’s compliance with its obligations as set forth in this Consent Decree, including its obtaining any necessary bankruptcy court approval for the payments described herein; its making those payments as provided herein following receipt of such approval; and 11 See 47 U.S.C. § § 24.711, 1.2110, 1.2111. 12 See Middle Georgia Communications, Inc., Order, 19 FCC Rcd 10,964 (EB 2004); Fort Wayne Public Television, Inc., Order, 19 FCC Rcd 20,869 (EB 2004). Federal Communications Commission DA 06-2358 6 there being no successful challenge, at any time, to its right to make such payments.13 14. Newcomm acknowledges and agrees that it engaged in multiple transactions which effectuated transfers of control of its Licenses requiring prior Commission approval and that it neither requested nor received such approval, in willful and repeated violation of Section 310(d) of the Act. Newcomm also acknowledges and agrees that such transactions also adversely affected its status as a Designated Entity under the Commission’s rules and the consequences thereof, including the necessity of payment of its loan balance in full. 15. The Parties agree and acknowledge that given the actions set forth in Paragraphs 3 and 4 above, and pursuant to Sections 24.711 and 1.2110 of the Commission's rules, Newcomm is no longer eligible to receive benefits reserved for Designated Entities, such as participation in the Commission's installment payment loan program; that pursuant to Section 1.2111 of the Commission's rules, Newcomm's remaining installment debt, which is secured by its PCS Licenses, is required to be paid in full; and that accordingly, as a condition to the forbearance of enforcement contemplated by this Consent Decree, Newcomm will, consistent with approval from the bankruptcy court, pay the full amount of its outstanding loan balance due on its PCS licenses, including all principal, late fees and interest accruing through and including the date of final payment. 16. Newcomm acknowledges that it has sought approval from the bankruptcy court, and represents that it has received an interim order authorizing, debtor-in-possession financing (the “DIP”), and the right to use funds available under the DIP to pay in full the outstanding balance of Newcomm’s License-related debt to the FCC, including all principal, late fees and interest accruing through and including the date of payment, without protest or recourse.14 Newcomm further represents that the DIP lender has agreed that payment of the amounts set forth in this Consent Decree may be paid from the DIP loan proceeds. Newcomm agrees to take any further steps necessary to secure final bankruptcy court approval to make, and, if necessary, to defend its right to make, such payment to the FCC. 17. Newcomm agrees that, within two (2) business days of the later of the Effective Date or the bankruptcy court’s order approving the payment of all monies referenced in paragraph 16 becoming final, Newcomm or its successor-in-interest, shall pay (or cause to be paid) to the Commission the full outstanding balance of Newcomm’s License-related debt to the FCC, including all principal, late fees and interest accruing through and including the date of payment, without protest or recourse, by wire transfer to Mellon Bank, 500 Ross Street, Pittsburgh, PA 15262, ABA Number 043000261, and account number 910-0147.15 The wire transfer shall refer to Acct. Nos. 0900000582, 0900000891 and FRN # 0001726314. 18. Newcomm acknowledges that it has sought approval from the bankruptcy court, and represents that it has received an interim order authorizing, the right to use funds available under the DIP to make an additional payment to the United States Treasury, without protest or recourse, in the amount of Two Hundred Thousand Dollars ($200,000). This payment is intended to settle and discharge Newcomm’s liability for regulatory violations described in this Consent Decree. 13 The Commission will memorialize the unauthorized transfers of control discussed in Paragraphs 3 and 4 herein through notations on the NewComm licenses. 14 As of November 1, 2006, the total outstanding debt for both licenses is $7,465,608.69 which includes principal and interest in the amount of $7,282,120.33 and late fees in the amount of $183,488.36. The per diem rate of interest after November 1, 2006 amounts to $1,265.46 per day. 15 See note 9, supra. Federal Communications Commission DA 06-2358 7 19. Newcomm agrees that, within two (2) business days of the later of the Effective Date or the bankruptcy court’s order approving the payment of all monies referenced in paragraph 18 becoming final, Newcomm shall pay (or cause to be paid) its payment to the United States Treasury, without protest or recourse, by wiring funds in the amount of Two Hundred Thousand Dollars ($200,000). The wire transfer shall refer to Acct. No. 200732080002 and FRN # 0001726314 and shall be made to ABA Number 043000261, receiving bank Mellon Bank, and account number 911-6106. For purposes of this Consent Decree, this additional payment does not represent compensation for any pecuniary loss. Newcomm further represents that the DIP lender has agreed that payment of the amounts set forth in this Consent Decree may be paid from the DIP loan proceeds. Newcomm agrees to take any further steps necessary to secure final bankruptcy court approval to make, and, if necessary, to defend its right to make, such payment to the FCC. 20. Newcomm represents that it owes no other financial debts or obligations to the Commission other than those described in Paragraph 16 through 19 of this Consent Decree. Upon receipt of the payments in full described in Paragraphs 16 through 19 hereof, all of the FCC’s pre-petition date claims and liens shall be deemed satisfied and discharged and appropriately treated as such by the FCC. 21. Within thirty (30) calendar days of the Effective Date, Newcomm shall establish and implement a Commission-approved, company-wide compliance plan, a summary of which is attached hereto as Attachment B, to ensure its future compliance with Section 310(d) of the Act. Newcomm’s obligations under this provision shall continue for a period of five (5) years, and require that Newcomm ensure that its obligations under the compliance plan continue to bind any assignee and/or transferee within that period. Newcomm shall not make any material revisions to its compliance plan without prior Bureau consent. 22. Newcomm agrees that it shall file written Status Reports with the Bureau on a biannual (twice per year) basis. Such Status Reports shall be signed by an officer and/or director of Newcomm and filed within the first ten (10) days of June and January, for a period of five (5) years from the Effective Date. The Status Report shall contain a certification that Newcomm did not engage in any transactions during the previous six-month period implicating Section 310(d) of the Act or otherwise requiring Newcomm to file an application for Commission consent to a transfer of control or assignment of license. If, for any reason, Newcomm is unable to so certify because one or more transactions did require Commission consent and the filing of an application, Newcomm shall provide the file number for the application or explain fully why such application was not timely filed. Newcomm shall direct its reports to Chief, Investigations and Hearings Division, Enforcement Bureau, Federal Communications Commission, 445 12th Street, S.W, Room 4-C330, Washington D.C. 20554, and must include the EB No. referenced above. An approved assignee or successor of Newcomm may petition the Bureau for relief from the requirements of this Paragraph. 23. Newcomm agrees that it is 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 Newcomm fails to satisfy any condition, including but not limited to those contained in Paragraphs 16-19, in the absence of Commission alteration of the condition, it will be in breach of the provisions of the Consent Decree, and may be subject to enforcement action, including, but not limited to, revocation of the forbearance relief granted herein, designation of the matter for license revocation hearing, letters of admonishment, or forfeitures. 24. 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 matters discussed in Paragraphs 3 and 4 above. The Bureau further agrees that, in the absence of material Federal Communications Commission DA 06-2358 8 new evidence, it will not use the facts developed in this investigative proceeding through the Effective Date 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 Newcomm with respect to its basic qualifications to be or remain a Commission licensee. Nothing in this Consent Decree shall prevent the Bureau from instituting or recommending to the Commission, investigations or enforcement proceedings against Newcomm 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, consistent with the provisions of this Consent Decree. In addition, nothing in this Consent Decree shall prevent the Bureau from relying on any information relating to the investigation and/or disclosures referenced in Paragraphs 3 and 4 above, in considering appropriate sanctions for any future misconduct on the part of Newcomm. 25. Newcomm waives any and all rights its 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 material change, addition or modification. 26. Newcomm agrees to waive any claims it may otherwise have under the Equal Access to Justice Act,16 relating to the matters discussed in this Consent Decree. 27. If any Party (or the United States on behalf of the Commission) brings a judicial action to enforce the terms of the Adopting Order, neither Newcomm nor the Commission shall contest the continuing validity of the Consent Decree or Adopting Order. 28. 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. 29. Nothing in this Consent Decree shall be deemed to modify any orders and regulations of the Commission, the terms and conditions of the Licenses, and/or the terms and conditions of any note and or security agreement evidencing a financial obligation to the United States or the Commission and a corresponding security interest in the proceeds of the Licenses or other property of the Debtor, and nothing in this Consent Decree shall be deemed to release Debtor from compliance therewith. In addition, Newcomm acknowledges that, notwithstanding the pendency of bankruptcy proceedings, it, its successor-in-interest in the pending case, or its assignee, as applicable, will have all the privileges and obligations applicable to Commission licensees, including, but not limited to, the obligation to seek license renewal at such times as are appropriate and required, pursuant to Commission regulations. In addition, Newcomm acknowledges that any transfer or assignment of a License or controlling interest in a License must always be conditioned on Commission approval. This Consent Decree shall be binding upon and inure to the benefit of the Bureau, Commission, Newcomm and their respective successor and approved assigns. 16 See 5 U.S.C. § 504 and 47 C.F.R. § 1.1501 et seq. Federal Communications Commission DA 06-2358 9 30. This Consent Decree may be signed in counterparts. For the Enforcement Bureau ________________________________ _______________ Kris Anne Monteith Date Chief, Enforcement Bureau For Newcomm Wireless Services, Inc. ___________________________________ _______________ Javier Lamoso Date President and Chairman of the Board Federal Communications Commission DA 06-2358 10 ATTACHMENT A Call Sign/Identifier Licensee of Record Service ITC-214-19990615- 00426 Section 214 KNLF736 Newcomm Wireless Services, Inc. CW - Broadband PCS KNLF746 Newcomm Wireless Services, Inc. CW - Broadband PCS WPON435 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPON436 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPON437 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPON438 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPON439 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPON441 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPON442 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPON445 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPON447 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPON448 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPON450 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPON451 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPON452 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPON453 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPON454 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPON455 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPON456 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPON457 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPON458 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPON459 Newcomm Wireless Services, Inc. CF - Fixed Microwave Federal Communications Commission DA 06-2358 11 Call Sign/Identifier Licensee of Record Service WPON460 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPON461 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPON576 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPON578 NEWCOMM WIRELESS SERVICE, INC. CF - Fixed Microwave WPON579 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPON773 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPON774 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPON775 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPON776 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPON848 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPON849 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPON850 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPOV383 NEWCOMM WIRELESS SERVICES INC CF - Fixed Microwave WPOV384 NEWCOMM WIRELESS SERVICES INC CF - Fixed Microwave WPOV385 NEWCOMM WIRELESS SERVICES INC CF - Fixed Microwave WPOV386 NEWCOMM WIRELESS SERVICES, INC. CF - Fixed Microwave WPOV387 NEWCOMM WIRELESS SERVICES INC CF - Fixed Microwave WPOV388 NEWCOMM WIRELESS SERVICES INC CF - Fixed Microwave WPOV390 NEWCOMM WIRELESS SERVICES INC CF - Fixed Microwave WPOV391 NEWCOMM WIRELESS SERVICES INC CF - Fixed Microwave WPOV392 NEWCOMM WIRELESS SERVICES INC CF - Fixed Microwave WPOV393 NEWCOMM WIRELESS SERVICES INC CF - Fixed Microwave WPOV394 NEWCOMM WIRELESS SERVICES INC CF - Fixed Microwave WPOV395 NEWCOMM WIRELESS SERVICES INC CF - Fixed Microwave Federal Communications Commission DA 06-2358 12 Call Sign/Identifier Licensee of Record Service WPOV396 NEWCOMM WIRELESS SERVICES INC CF - Fixed Microwave WPOV397 NEWCOMM WIRELESS SERVICES INC CF - Fixed Microwave WPOV398 NEWCOMM WIRELESS SERVICES INC CF - Fixed Microwave WPOV399 NEWCOMM WIRELESS SERVICES INC CF - Fixed Microwave WPOV400 NEWCOMM WIRELESS SERVICES INC CF - Fixed Microwave WPOV401 NEWCOMM WIRELESS SERVICES INC CF - Fixed Microwave WPOV402 NEWCOMM WIRELESS SERVICES INC CF - Fixed Microwave WPOV403 NEWCOMM WIRELESS SERVICES INC CF - Fixed Microwave WPQN473 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQN474 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQN475 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQN476 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQN477 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQN478 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQN479 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQN480 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQN481 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQN482 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQN483 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQN484 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQN571 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQN608 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQN609 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQN610 Newcomm Wireless Services, Inc. CF - Fixed Microwave Federal Communications Commission DA 06-2358 13 Call Sign/Identifier Licensee of Record Service WPQN611 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQN612 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQN613 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQN614 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQN615 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQN616 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQN617 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQN618 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQN619 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQN815 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQQ382 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQS874 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQW703 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQW938 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQW962 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQX308 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQX309 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPQY596 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPSJ725 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPSJ834 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPSJ835 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPSK667 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPSK669 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPSK670 Newcomm Wireless Services, Inc. CF - Fixed Microwave Federal Communications Commission DA 06-2358 14 Call Sign/Identifier Licensee of Record Service WPSK671 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPSN444 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPSN457 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPSN460 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPSN463 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPSN474 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPSN475 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPSN563 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPSN579 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPSN608 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPSN612 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPSN614 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPSP492 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPSP533 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPSQ229 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPSR331 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPST331 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPSX364 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPSX365 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPSZ591 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPTG770 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPTG771 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPTG772 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPTG773 Newcomm Wireless Services, Inc. CF - Fixed Microwave Federal Communications Commission DA 06-2358 15 Call Sign/Identifier Licensee of Record Service WPTG776 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPTG777 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPTG779 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPTH439 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPTH509 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPTH513 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPTH576 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPTH698 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPTI698 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPTP764 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPTV258 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPUB401 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPUF951 Newcomm Wireless Services, Inc. CF - Fixed Microwave WPWY709 NEWCOMM WIRELESS SERVICES, INC. CF - Fixed Microwave WPXS564 NEWCOMM WIRELESS SERVICE, INC. CF - Fixed Microwave WPZJ882 NEWCOMM WIRELESS SERVICE, INC. CF - Fixed Microwave WQEE230 Newcomm Wireless Services Inc. CF - Fixed Microwave WQEE232 Newcomm Wireless Services Inc. CF - Fixed Microwave Federal Communications Commission DA 06-2358 16 ATTACHMENT B Within thirty (30) days of the release of the Adopting Order, Newcomm agrees to establish and implement a Commission-approved company-wide compliance plan to include a Compliance Committee on its Board of Directors. The Compliance Committee, which will consist of three Directors, in conjunction with outside counsel and other employees, professionals and consultants, as appropriate, will: a. ensure that the company reviews and monitors Commission requirements for license ownership and transfers of control, including the Commission’s rules and the requirements of the Act regarding the need for prior approval of assignments of Commission authorizations and the transfer of control of the holders of such authorizations, as well as ensuring that the appropriate personnel in the company are periodically updated on those requirements; and review any proposed financing transaction, whether for debt or equity, of any size, and advise the Board and appropriate Newcomm personnel as to the need, if any, for Newcomm to apply for and receive F