Attachment D INSTRUCTIONS FOR COMPLETING FCC FORM 601 FCC Form 601: General Requirements In completing the FCC Form 601 either electronically or manually, 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 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 601 applications. Incomplete or defective applications may be returned to the applicant. See 47 C.F.R.  1.918. 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 5:30 p.m. ET on Wednesday, December 31, 1998, 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 Electronic or manual 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 Pursuant to 47 C.F.R.  1.52, 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 Public Notice, "Commission Taking Tough Measures Against Frivolous Pleadings," 11 FCC Rcd 3030 (1996). Organization of Application Main Form The FCC Form 601 Main Form should be completed in its entirety. Note the following:  For Item 1 (Radio Service Code), enter PC.  For Item 2 (Application Purpose), enter NE for New.  For Item 3, enter N for Not Applicable.  If you plan to file a request for a waiver or exception to the Commission's rules, enter Y in Item 8 and attach an exhibit that lists relevant rule section(s) and explains the circumstances.  If the Real Party in Interest differs from the applicant, the Taxpayer Identification Number entered must be registered with the FCC before Form 601 is filed. Schedule B On Schedule B, complete Items 1 and 2 for each market for which the applicant is filing. Note the following:  Complete Item 1 (Market Designator) with the number of the market (e.g., VPC001).  For Item 2 (Market Name), enter the market name.  For Item 3 (Channel Block), leave blank. Electronic filers should note that the electronic filing software lists all market information for all markets that the applicant won in the auction. The applicant must select the markets it wants to include on the application. 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. Please attach those exhibits immediately behind the FCC Form 601 and the Schedule B. Electronic filers 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, Excel, Lotus, 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 follow any FCC Form 601 Main Form or Schedule B exhibits. Please order and identify these exhibits as follows: Title Required From 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 number of the page of the exhibit, and the total number of pages of the exhibit. Electronic filers 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, Excel, Lotus, and ASCII text. See online help for a full list of acceptable file formats. I. Applicant Identity and Ownership Information Background 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. Applicants should attach 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. Each application shall be clear and complete in itself without cross reference to information previously filed. Please clearly label additional pages to indicate the Exhibit and Item number to which those pages relate. EXHIBIT A: OWNERSHIP Part 1: General Information First, attach and label as "Exhibit A: Ownership" a document that indicates 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 Second, as part of "Exhibit A: Ownership" attach and label a document or series of documents that identifies all persons or entities that directly hold a ten percent or more interest in the applicant, including interest holders already identified in Part 1 of Exhibit A. For each ten 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, 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: Describe the interest holder's principal business and its relationship to the applicant. Item (3) Relationship to Other Interest Holder: 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: 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: 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: 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 Third, as part of "Exhibit A: Ownership" attach and label a document or series of documents that identifies 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 Fourth, as part of "Exhibit A: Ownership" attach and label a document or series of documents that identifies all persons or entities required to be disclosed pursuant to 47 C.F.R.  1.2112(a)(1) and (3). For each FCC-regulated business, include a description of its principal business and its relationship to applicant. To comply with 47 C.F.R.  1.2112(a)(5), an applicant must list the names, addresses, and citizenship of all persons or entities meeting the definition of "affiliate" as defined in 47 C.F.R.  1.2110(b)(4). To the extent that such entities are not included in Parts 1 through 3 of Exhibit A, they should be identified and included in Part 4. Electronic filers should select Attachment Type 'Ownership' and enter "Exhibit A: Ownership" in the File Description field on the Attachment screen. EXHIBIT B: FOREIGN OWNERSHIP If the applicant has responded "yes" to either Question 41, 42, 43, 44, or 45 on the FCC Form 601, attach and label as "Exhibit B: Foreign Ownership" a document that explains the circumstances regarding foreign ownership in the applicant. For every direct or indirect 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 principal place of business. Item (3) Public Interest Statement: 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. 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. 23,891, 23,935-42, 23,946,  97-118, 131 (1997). Note: There is no need to include an Exhibit B stating that the applicant responded "no" to Questions 41 through 45. Electronic filers should select Attachment Type 'Ownership' and enter "Exhibit B: Foreign Ownership" in the File Description field on the Attachment screen. EXHIBIT C: DESIGNATED ENTITIES Pursuant to 47 C.F.R.  80.1252, 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.  80.1252(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. If applying for a bidding credit, attach and label as "Exhibit C: Designated Entities" a document or series of documents that identifies, separately and in the aggregate for the applicant and each affiliate, the gross revenues 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. 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 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.  1.2110(m). Identify the applicant's claimed eligibility status and provide the requisite information demonstrating such status as indicated in the following instructions: Small Businesses Applicants claiming status as a small business must compute gross revenues in accordance with 47 C.F.R.  1.2110 and 80.1252 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 $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 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, its affiliates and controlling interests over those years. For purposes of determining whether an entity meets the definition, the gross revenues of the entity, its affiliates, and controlling interests shall be considered on a cumulative basis and aggregated. 47 C.F.R.  80.1252(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.  1.2110 and 80.1252 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 $3 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, its affiliates and controlling interests over those years. For purposes of determining whether an entity meets the definition, the gross revenues of the entity, its affiliates, and controlling interests shall be considered on a cumulative basis and aggregated. 47 C.F.R.  80.1252(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 Applicants that applied as a small business consortia or very small business consortia as defined in 47 C.F.R.  80.1252(b)(5) 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.  80.1252(b)(5). Electronic filers should select Attachment Type 'Ownership' and enter "Exhibit C: Designated Entities" in the File Description field on the Attachment screen. II. Information Not Related to Identity or Ownership The following exhibits provide places for the applicant to give the Commission information not related to the disclosure of the identity of the real party or parties in interest submitting an application or applications. EXHIBIT D: AGREEMENTS & OTHER INSTRUMENTS Applicants should attach and label as "Exhibit D: Agreements and Other Instruments" 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 qualifying as a small business or very small business 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 or very small business under Sections 1.2110 and 80.1252 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, 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. 47 C.F.R.  1.2112(b)(3). Finally, designated entities must describe on their long-form applications how they satisfy the requirements for eligibility for designated entity status, and must list and summarize all agreements that affect designated entity status, such as partnership agreements, shareholder agreements, management agreements, and other agreements, including oral agreements, which establish that the designated entity will have both de facto and de jure control of the entity. Such information must be maintained at the licensee's facilities or by their designated agents for the term of the license in order to enable the Commission to audit designated entity eligibility on an ongoing basis. See 47 C.F.R. 1.2110(i). To comply with these requirements, applicants may either submit the agreements themselves or 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, 47 C.F.R.  0.459 (see discussion of confidentiality requests under "Confidentiality Requests" below). Electronic filers should select Attachment Type 'Other' and enter "Exhibit D: Agreements & Other Instruments" in the File Description field on the Attachment screen. 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. 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 recently 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, FCC 98-184 (rel. Aug. 4, 1998).) If an applicant has sought confidential treatment of any information, it should attach and label as "Exhibit E: Confidentiality Requests" a statement which references the request. Because the required information bears on an applicant's qualifications, the Commission envisions that confidentiality requests will not be routinely granted. Note: There is no need to include an Exhibit E stating there is no confidentiality request. Electronic filers should select Attachment Type Confidentiality' and enter "Exhibit E: Confidentiality Requests" in the File Description field on the Attachment screen. Important: All attachments will be available for public inspection unless the applicant has requested confidential treatment for each applicable attachment. Manual filers must clearly label each separate attachment for which they request confidential treatment in addition to providing Exhibit E. Electronic filers must select Attachment Type 'Confidentiality' for each attachment for which they request confidential treatment in addition to providing Exhibit E. 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 as "Exhibit F: Waiver Requests." 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. Electronic filers should select Attachment Type 'Waiver' and enter "Exhibit F: Waiver Requests" in the File Description field on the Attachment screen.