Associated Excess Capacity Lease Agreement to FPU

Outline of Process for Assignment by USF of License of EBS Station WHR943 and Associated Excess Capacity Lease Agreement to FPU

1. USF must provide notice to NSAC, LLC (Clearwire) of its intention to assign the WHR943 license and associated lease to FPU. This is supposed to take place 30 days prior to entering into any agreement to assign the license, but in this case such an agreement is probably not contemplated (the impetus for the assignment is the Florida statute directing that the assignment take place). The notice to Clearwire should probably be accompanied by drafts of the proposed (a) Assignment of License that would be signed by USF and (b) Assignment and Assumption Agreement that would be signed by USF and FPU, in each case for Clearwire’s review and approval. These documents would be executed following FCC approval of the assignment of the license and of a new lease authorization in FPU’s name. We have prepared such documents for Clearwire’s approval in the past, and can draft these for USF’s (and FPU’s) consideration upon request.

TIMING: This can be done anytime, but it is the first step so it needs to take place before the process moves ahead. It could be done by May 10 subject to review and approval by USF and FPU (as necessary).

2. FPU must register with the FCC and establish an FCC Registration Number (FRN) and Password via the FCC’s website (see https://fjallfoss.fcc.gov/coresWeb/publicHome.do). This is required in order to submit applications to FCC for assignment of the license and approval of the lease.

TIMING: Any time following FPU coming into existence. If FPU is now in existence, it could be done by May 10.

3. FPU must file an Ownership Disclosure on FCC Form 602. This is an electronic filing submitted through the FCC’s online Universal Licensing System (ULS). The form requires disclosure of FPU’s governing board, its executive officers and any other FC C licenses that it might hold (at this point probably none).

TIMING: Any time following FPU coming into existence. If FPU is now in existence, it could be done by May 15.

4. USF and FPU must submit a joint application on FCC Form 603 for assignment of the WHR943 license from USF to FPU. This is an electronic filing submitted through ULS. FPU will as part of this application have to establish its qualifications to hold the EBS license.

TIMING: The application can be submitted any time following Clearwire’s approval of the assignment of license and lease, which could take as long as 30 days from submission to Clearwire, but will probably take less time, and following completion of steps 2 and 3 by FPU. If the parties are prepared to move ahead immediately, we can presumably file before the end of May. The FCC will place the application on public notice. What happens then in terms of timing depends on whether FPU by that time already holds any other FCC issued wireless license. Assuming that it does hold any other FCC issued license, the FCC would be able to process and (presumably) grant the application without any holding period – probably in a matter of one to a few days. If FPU does already hold another license, the FCC public notice will open a 14 day window for public comment. Assuming no objections are filed and no other issues are raised, an FCC grant should occur within a week or 10 days thereafter. The grant will be noted on another public notice. The parties can close the assignment of the license upon FCC approval and the issuance of a public notice, or they can determine to wait for the approval to become final and unappealable. If they want to wait for a final order, then the closing would be delayed an additional 45 days or so after grant (technically, finality occurs on the 41st day following public notice of the grant).

5. USF and FPU must then “close” the assignment of the WHR943 license to FPU by execution of the Assignment of License and Assignment and Assumption Agreement.

TIMING: Depends on results of Step 4 and whether parties wait for “finality” to close.

6. FPU then must file notice to the FCC on Form 601 of the effectuation of the assignment of license. This is an electronic filing submitted through ULS. Following this filing, the FCC will modify ULS to show FPU as the licensee of EBS station WHR943.

TIMING: Depends on the results of previous steps, but commonly submitted the day that the transaction is closed.

7. FPU and Clearwire then must submit a joint application on FCC Form 608 for approval of the lease in FPU’s name (technically, this is an application for FCC approval of the transfer of control of the leased spectrum from FPU to Clearwire for the term of the lease). This also is an electronic filing submitted through ULS. The FCC will place the application on public notice, which will open a 14 day window for public comment. Assuming no objections are filed and no other issues are raised, an FCC grant should occur within a week or 10 days thereafter, typically within one month following the filing of the application. The grant will be noted on another public notice, and once that grant has reached “finality” the process should be complete.