Contract analysis

I. Introduction and Purpose Broadfield Whitaker LLP, on behalf of the Assignee, Northgate Wireless Americas Inc. ("NWA"), a Delaware corporation (Secretary of State File No. 7284619), with principal offices at 2200 Wilson Boulevard, Suite 1450, Arlington, Virginia 22201, hereby submits this letter to the Wireless Telecommunications Bureau ("WTB" or the "Bureau") in connection with the above-referenced application for

II. Background and Procedural History A. The Application and Related Filings On October 14, 2022, NWA and Ridgeline Wireless Holdings LLC ("Ridgeline"), a Nevada limited liability company (Nevada Secretary of State Entity No. E0428716302), with principal offices at 450 South Virginia Street, Suite 800, Reno, Nevada 89501, jointly filed FCC Form 603 with the Commission seeking consent to the assignment of fourteen (14

III. Status of the Underlying Transaction A. Asset Purchase Agreement The proposed license assignment that is the subject of the application is governed by an Asset Purchase Agreement (the "APA") dated September 22, 2022, entered into between Ridgeline, as Seller and Assignor, and NWA, as Buyer and Assignee. The APA was executed approximately three weeks prior to the filing of the FCC Form 603 application with the Co

IV. Request to Maintain Application on Pending Docket A. Legal Standard The Commission's rules and longstanding precedent provide the Bureau with broad discretion to maintain applications on its pending docket when applicants demonstrate good cause for delay in prosecuting or consummating a proposed transaction. See, e.g., 47 C.F.R. § 1.934(a) (authorizing the Commission to dismiss applications for failure to prosecu

1. No Regulatory Deficiency. The delay in prosecuting the application is attributable entirely to a commercial dispute between the parties to the underlying Asset Purchase Agreement. The application itself — including the FCC Form 603, the concurrently filed Section 310(b)(4) petition, and the comprehensive response to the Bureau's January 19, 2023 information request — is complete and presents no regulatory deficien

2. No Opposition of Record. No petitions to deny were filed during the public comment period. The sole informal objection, filed by Great Basin Rural Broadband Cooperative, was timely opposed by NWA and raises issues that are already fully addressed by the concurrently filed Section 310(b)(4) petition and the Bureau's established framework for evaluating indirect foreign ownership by entities from WTO-member countrie

3. No National Security Concerns. Preliminary review by the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector identified no national security concerns. No adverse findings have been communicated, and NWA remains prepared to cooperate fully with the Committee's review process.

4. Continuing Financial Commitment. The earnest money deposit of $4,500,000 remains in escrow with Meridian National Bank, N.A., as Escrow Agent, demonstrating the Applicants' continuing financial commitment to the transaction. Neither party to the APA has sought release of the escrow funds.

5. No Termination of the APA. Neither NWA nor Ridgeline has issued a notice of termination of the Asset Purchase Agreement. The APA remains in effect, and the parties continue to engage in good-faith negotiations to resolve the outstanding commercial issues and proceed to closing.

6. Public Interest. Maintaining the application on the pending docket serves the public interest by preserving the Bureau's investment of administrative resources in processing the application, avoiding the duplication of effort that would result from a dismissal and re-filing, and facilitating the prompt resolution of the application upon resolution of the underlying commercial dispute. C. Proposed Timeline The Appl

V. Buildout Compliance Considerations The Applicants are mindful of the interim construction benchmarks and final buildout deadlines applicable to the fourteen licenses at issue in this proceeding. In particular, the Applicants note that interim construction benchmarks for certain of the southern Oregon licenses — specifically, WQAB212 (Klamath Falls), WQAB213 (Lakeview), and WQAB214 (Burns) — are due in March 2025.

VI. Commitment to Supplement The Applicants hereby undertake to promptly supplement or amend the application and the Section 310(b)(4) petition in the event that any material changes occur in the ownership structure of NWA or NTP. Such changes would include, without limitation: (a) Any change in the holdings of Thornhill Asset Management LLP, Sovereign Capital Partners AG, or Dunmore Pension Trust that would result i

VII. Conclusion For the foregoing reasons, Northgate Wireless Americas Inc. and Ridgeline Wireless Holdings LLC respectfully request that the Wireless Telecommunications Bureau maintain FCC File No. 0010287-EX on the pending docket and refrain from dismissing the application for failure to prosecute. The Applicants have demonstrated that the delay in consummation of the proposed license assignment is attributable to