1022-00002 · Northgate Telecommunications PLC · Dormancy & Reactivation

draft-stipulation-abeyance-fcc.docx DOCUMENT Finance & Banking

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DRAFT — SUBJECT TO AGREEMENT OF ASSIGNOR'S COUNSEL — NOT FOR FILING

BEFORE THE FEDERAL COMMUNICATIONS COMMISSION WASHINGTON, D.C. 20554

JOINT STIPULATION AND REQUEST TO HOLD APPLICATION IN ABEYANCE

Northgate Wireless Americas Inc. ("NWA" or "Assignee"), a corporation organized under the laws of the State of Delaware (FCC Registration Number 7284619), with its principal offices located at 2200 Wilson Boulevard, Suite 1450, Arlington, Virginia 22201, by and through its counsel of record, Broadfield Whitaker LLP (Annette Galvez, Partner, and Daniel Fong, Senior Associate), 1401 H Street NW, Suite 750, Washington, D.C. 20005, and Calderwood & Harkness LLP (Harold Wren, Of Counsel), 1875 K Street NW, Suite 600, Washington, D.C. 20006; and

Ridgeline Wireless Holdings LLC ("Ridgeline" or "Assignor"), a limited liability company organized under the laws of the State of Nevada (Nevada Secretary of State Entity No. E0428716302), with its principal office located at 450 South Virginia Street, Suite 800, Reno, Nevada 89501, by and through its counsel of record, Hargrove, Sato & Caldwell LLP (Kevin Sato, Partner, and Mariana Quelibo, Associate), 100 West Liberty Street, Suite 1200, Reno, Nevada 89501;

(NWA and Ridgeline are collectively referred to herein as the "Applicants" or the "Parties")

hereby respectfully submit this Joint Stipulation and Request to Hold Application in Abeyance (this "Joint Stipulation"), requesting that the Wireless Telecommunications Bureau ("WTB" or the "Bureau") of the Federal Communications Commission ("FCC" or the "Commission") hold FCC File No. 0010287-EX in abeyance for a defined period pending resolution of a commercial dispute between the Parties arising under the underlying Asset Purchase Agreement, as more fully described herein. In support of this Joint Stipulation, the Applicants state as follows:

I. BACKGROUND

A. The Underlying Transaction

1. On September 22, 2022, Ridgeline and NWA executed an Asset Purchase Agreement (the "APA") pursuant to which Ridgeline agreed to sell and assign, and NWA agreed to purchase and accept the assignment of, fourteen (14) FCC Wireless Radio Service licenses in the Advanced Wireless Services-3 ("Meridian Technologies-3") / Band 66 spectrum band, authorized under Part 27 of the Commission's rules, 47 C.F.R. Part 27. The licenses that are the subject of the APA and the above-captioned application (collectively, the "Licenses") bear Call Signs WQAB201, WQAB202, WQAB203, WQAB204, WQAB205, WQAB206, WQAB207, WQAB208, WQAB209, WQAB210, WQAB211, WQAB212, WQAB213, and WQAB214.

2. The Licenses cover a total of fourteen (14) Economic Areas ("EAs") situated primarily within the State of Nevada, portions of eastern California, and portions of southern Oregon. Together, the Licenses comprise thirty-nine megahertz (39 MHz) of paired spectrum — specifically, 39 MHz of uplink spectrum and 39 MHz of downlink spectrum, for a total of seventy-eight megahertz (78 MHz) of paired bandwidth. The aggregate covered population of the service areas defined by these Licenses is approximately 3.84 million persons (POPs), based on the most recent U.S. Census Bureau population estimates available at the time the APA was executed.

3. The agreed-upon purchase price for the Licenses under Section 3.1 of the APA is One Hundred Twenty-Six Million Five Hundred Thousand Dollars ($126,500,000). The purchase price is denominated as a fixed price for the aggregate of all fourteen Licenses and is payable in cash at closing, subject to the satisfaction or waiver of customary closing conditions, including receipt of FCC consent to the assignment.

4. The transaction contemplated by the APA involves only the assignment of bare spectrum licenses. Ridgeline's subscriber base — consisting of approximately 142,000 active subscriber accounts as of the date of the APA — is not being transferred to NWA as part of the transaction. Similarly, no network infrastructure, equipment, or operational assets of Ridgeline are included in the scope of the assignment. The transaction is thus limited to the transfer of the Commission authorizations themselves.

5. NWA is a wholly owned subsidiary of Northgate US Holdings LLC, a limited liability company organized under the laws of the State of Delaware. Northgate US Holdings LLC is, in turn, wholly owned by Northgate Telecommunications PLC ("NTP"), a public limited company organized under the laws of England and Wales (Companies House Registration No. 08473291), whose ordinary shares are listed and traded on the London Stock Exchange under the ticker symbol NGTL. The ownership and corporate governance structure of NTP and its subsidiaries, including NWA, has been fully disclosed in the above-captioned application and the associated Petition for Declaratory Ruling, as described below.

B. The FCC Application

6. On October 14, 2022, NWA and Ridgeline jointly filed FCC Form 603 with the Commission, seeking FCC consent to the proposed assignment of the fourteen Licenses from Ridgeline to NWA (the "Application"). The Application was assigned FCC File No. 0010287-EX.

7. Concurrently with the filing of the Application, NWA filed a Petition for Declaratory Ruling (the "Section 310(b)(4) Petition") under Section 310(b)(4) of the Communications Act of 1934, as amended, 47 U.S.C. § 310(b)(4), requesting that the Commission approve indirect foreign ownership of NWA by NTP, a United Kingdom entity, at levels up to and including one hundred percent (100%). The Section 310(b)(4) Petition set forth in detail the corporate governance structure, board composition, and shareholder profile of NTP, and demonstrated that grant of the petition would be consistent with the public interest, as required by the Commission's rules and precedent.

8. On October 28, 2022, the Commission's staff accepted the Application for filing, having determined that the Application was substantially complete and in compliance with the Commission's filing requirements.

9. A Public Notice announcing the acceptance of the Application was released on November 3, 2022, establishing a period for the filing of comments and petitions to deny. The comment period closed on December 5, 2022.

10. No petitions to deny the Application were filed during the comment period or at any time thereafter.

11. On November 28, 2022, one informal objection to the Application was filed by the Great Basin Rural Broadband Cooperative ("Great Basin"), a cooperative association providing broadband and telecommunications services in rural areas of Nevada. The Great Basin objection raised concerns regarding the proposed indirect foreign ownership of the Licenses by NTP, a UK-based entity, under Section 310(b)(4) of the Communications Act. Great Basin asserted, among other things, that the Commission should carefully scrutinize whether the level of indirect foreign ownership proposed in the Section 310(b)(4) Petition was consistent with the public interest, particularly in light of NTP's foreign shareholder base and the national security implications of foreign ownership of spectrum licenses in the western United States.

12. On December 9, 2022, NWA filed its Opposition to the Great Basin Informal Objection, demonstrating that the objection failed to raise any substantial or material questions of fact warranting designation for hearing, that the foreign ownership concerns raised by Great Basin were fully addressed in the Section 310(b)(4) Petition, and that NTP's corporate governance and shareholder structure had been transparently disclosed to the Commission. NWA further noted that the United Kingdom is a close ally of the United States and a party to multiple bilateral and multilateral agreements relevant to telecommunications and national security cooperation.

13. On January 19, 2023, the WTB issued an information request letter (the "WTB Information Request") directed to NWA, seeking additional information regarding NTP's corporate governance arrangements, the composition of NTP's board of directors, NTP's top-ten institutional shareholders, and certain other matters relating to the ownership structure disclosed in the Section 310(b)(4) Petition.

14. On February 10, 2023, NWA filed a comprehensive response to the WTB Information Request (the "Information Request Response"), providing the requested information in full and supplementing the record with additional materials regarding NTP's shareholder profile, board governance, and compliance with applicable UK corporate governance standards.

15. As of the date of this filing, review of the Application and the Section 310(b)(4) Petition by the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (the "Committee"), established pursuant to Executive Order 13913 (April 4, 2020), is pending. The Committee, which is chaired by the Attorney General and includes representatives from the Department of Homeland Security and the Department of Defense, has not communicated any adverse findings or recommendations to the Commission with respect to the Application or the Section 310(b)(4) Petition. NWA has cooperated fully with the Committee's review process, including by responding to requests for information from the Department of Justice.

16. No further action has been taken by the Commission, the WTB, or any other bureau or office of the Commission on the Application or the Section 310(b)(4) Petition since February 2023. The Application remains pending.

C. The Commercial Dispute

17. On December 14, 2022, Ridgeline delivered written notice to NWA (the "Price Adjustment Demand") asserting that the purchase price payable under Section 3.1 of the APA should be adjusted upward by Fourteen Million Two Hundred Thousand Dollars ($14,200,000) — from the agreed price of $126,500,000 to $140,700,000. Ridgeline based this demand on the existence of an alleged competing bid that it claimed to have received from an unidentified third party for certain of the Licenses covering California Economic Areas, specifically EA No. 155 and EA No. 159. Ridgeline asserted that the purported competing bid reflected a higher valuation for the California Licenses and that the APA purchase price should be adjusted accordingly to reflect current market conditions.

18. On December 19, 2022, NWA rejected the Price Adjustment Demand in its entirety. In its written response, NWA cited the unambiguous fixed-price provision set forth in Section 3.1 of the APA, which establishes the aggregate purchase price as a defined and non-contingent amount. NWA further noted that the APA contains no contractual price-adjustment mechanism, no market-based repricing provision, no most-favored-nation clause, and no other provision that would entitle Ridgeline to demand an increase in the purchase price after execution of the APA. NWA reserved all of its rights and remedies under the APA in connection with the dispute.

19. The APA, as originally executed on September 22, 2022, contained a Long-Stop Date of March 15, 2023, by which the closing of the transaction was required to occur. Section 9.1(b) of the APA provides that either Party may terminate the APA by written notice if the closing has not occurred on or before the Long-Stop Date, provided that the terminating party is not itself in material breach of the APA.

20. On April 22, 2023, the Parties entered into a written agreement (the "Extension Agreement") extending the Long-Stop Date from March 15, 2023 to September 30, 2023. The Extension Agreement was executed by both Parties in acknowledgment of the fact that the pending purchase price dispute and the ongoing FCC review process made it impracticable for the closing to occur by the original Long-Stop Date. The Extension Agreement did not resolve the purchase price dispute and expressly preserved all rights and claims of both Parties under the APA.

21. The extended Long-Stop Date of September 30, 2023 passed without the closing of the transaction having occurred. As of the date of this filing, neither Party has delivered a notice of termination under Section 9.1(b) of the APA, and neither Party has taken the position that the APA has been terminated or is no longer in effect.

22. The purchase price dispute remains unresolved. The last substantive written communication between the Parties' respective counsel regarding the dispute occurred on November 8, 2023. Since that date, neither Party has formally proposed a resolution of the price disagreement, although both Parties have indicated a willingness to explore options for resolving the matter.

23. In connection with the execution of the APA, NWA deposited an earnest money deposit in the amount of Four Million Five Hundred Thousand Dollars ($4,500,000) (the "Earnest Money Deposit") into an escrow account maintained by Meridian National Bank, N.A., in accordance with the terms of the escrow agreement executed concurrently with the APA. The Earnest Money Deposit remains held in escrow as of the date of this filing, and neither Party has made a demand for release of the Earnest Money Deposit.

24. The Parties are currently evaluating options for resolving the commercial dispute, including potential renegotiation of the purchase price, engagement of a mediator, or other mechanisms that may facilitate a resolution. Both Parties continue to believe that a negotiated resolution is preferable to litigation or arbitration at this stage.

II. REQUEST FOR ABEYANCE

A. Statement of Request

25. In light of the foregoing, the Applicants jointly and respectfully request that the WTB hold FCC File No. 0010287-EX, including the associated Petition for Declaratory Ruling filed under Section 310(b)(4) of the Communications Act, in abeyance for a period of [180 / 270] days from the date of any order or action by the Bureau granting this request. During this abeyance period, the Applicants request that the Bureau refrain from taking final action on the Application, whether by grant, denial, or dismissal, and that the Bureau not dismiss the Application for failure to prosecute or for any other procedural reason attributable to the pendency of the Parties' commercial dispute.

26. The Applicants further request that, during the abeyance period, the Section 310(b)(4) Petition and the pending review by the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector likewise be held in abeyance, so that the entirety of the regulatory review process may be preserved for resumption in the event the Parties successfully resolve their commercial dispute and elect to proceed with the transaction.

B. Reasons Supporting Abeyance

27. The commercial dispute between the Parties is a bona fide contractual disagreement regarding the purchase price for the Licenses. It is not indicative of an abandonment of the transaction by either Party. Both Ridgeline and NWA continue to evaluate in good faith the options available for resolving the dispute, and neither Party has terminated or purported to terminate the APA. The dispute does not implicate any regulatory issue, public interest concern, or question within the Commission's jurisdiction. Rather, it is a private commercial matter between the two contracting parties that, if resolved, would permit the transaction to proceed to closing.

28. The Application itself is substantially complete and has advanced through several stages of the Commission's review process. The Application was accepted for filing, the public notice comment period closed without any petitions to deny being filed, NWA's response to the WTB Information Request has been filed and is part of the record, and no substantive regulatory deficiency in the Application or the Section 310(b)(4) Petition has been identified by the Commission or its staff. The sole informal objection filed in the proceeding — that of Great Basin Rural Broadband Cooperative — has been fully opposed by NWA and is ripe for resolution on the existing record.

29. Dismissal of the Application and a subsequent refiling, should the Parties resolve their dispute and wish to proceed, would result in a significant and unnecessary expenditure of both Commission and Party resources. The Parties would be required to prepare and file a new FCC Form 603, a new Section 310(b)(4) Petition, and updated supporting documentation. The Commission's staff would be required to conduct a duplicative review of materials that are, in all material respects, substantially identical to those already on file. Moreover, a refiled application would be subject to a new public notice and comment period, and the Committee for the Assessment of Foreign Participation would be required to initiate a new review — a process that has already been underway for more than a year in connection with the pending Application. Such duplication would be wasteful, inefficient, and contrary to the Commission's interest in the orderly and expeditious processing of its docket.

30. No public interest would be served by dismissal of the Application during the pendency of a good-faith commercial dispute between the Parties. The spectrum licenses at issue are currently held by Ridgeline and continue to be utilized in the provision of wireless services. No spectrum is lying fallow or being warehoused as a result of the pending Application. Conversely, holding the Application in abeyance would serve the public interest by preserving the existing record, avoiding duplicative filings and reviews, and facilitating a timely and efficient resolution of the Application should the Parties reach agreement and elect to close the transaction.

31. The Applicants are aware that the Commission has broad discretion in managing its docket and processing applications, and they believe that the circumstances presented here — a substantially complete application, no unresolved regulatory issues, and a bona fide commercial dispute between the parties — weigh strongly in favor of granting the requested abeyance.

C. Proposed Terms of Abeyance

32. To ensure that the Bureau remains informed of the status of the Parties' commercial dispute and the Parties' intentions with respect to the Application during the abeyance period, the Applicants propose the following terms:

(a) Status Reports. The Applicants will file joint status reports with the WTB every [60 / 90] days during the abeyance period, or at such other intervals as the Bureau may direct. Each status report will provide an update on the status of the commercial dispute between the Parties and the Parties' current intentions regarding the proposed transaction and the Application.

(b) Action at Conclusion of Abeyance Period. At the conclusion of the abeyance period, the Applicants will take one of the following actions:

(i) jointly notify the WTB that the commercial dispute has been resolved and request that the Bureau resume processing of the Application;

(ii) file a joint request for an additional period of abeyance, with cause shown for the requested extension; or

(iii) file a joint request to withdraw the Application.

(c) Failure to Act. If one or both of the Applicants fail to file a status report at the required interval or fail to take any of the actions specified in subparagraph (b) above at the conclusion of the abeyance period, the WTB may take such action as it deems appropriate in its discretion, including, without limitation, dismissal of the Application.

(d) Material Changes. During the abeyance period, the Applicants will promptly notify the WTB of any material change in the ownership structure of either Applicant, any change in the information contained in the Application or the Section 310(b)(4) Petition, or any other development that may be relevant to the Commission's review of the Application. Such notification shall be filed within ten (10) business days of the Applicant's becoming aware of the material change.

(e) Regulatory Deadlines. The Applicants acknowledge and agree that the grant of abeyance does not toll any FCC regulatory deadlines applicable to the Licenses themselves, including, without limitation, any buildout requirements, performance milestones, or construction obligations imposed under Part 27 of the Commission's rules, 47 C.F.R. Part 27, or any conditions of the Licenses. Ridgeline, as the current holder of the Licenses, remains solely responsible for compliance with all such requirements during the abeyance period.

III. COMMISSION AUTHORITY AND PRECEDENT

33. The WTB possesses inherent authority to manage its docket and to hold pending applications in abeyance when doing so serves the interests of administrative efficiency and the orderly processing of Commission business. This authority is well established and has been exercised by the Bureau and the Commission in range contexts, including spectrum license transfer and assignment proceedings.

34. The Commission has, on numerous occasions, granted requests to hold applications in abeyance where the applicants have demonstrated that an underlying commercial dispute or other extrinsic factor has temporarily impeded the consummation of the proposed transaction, but where the application itself does not present unresolved regulatory issues that would warrant dismissal or denial. See, e.g., Applications of Quillon Group and DIRECTV Group, Inc., MB Docket No. 14-90 (WTB, granting abeyance in connection with related proceedings); see also Applications for Consent to Assignment of Licenses, Public Notice, DA 08-1423 (WTB, 2008) (holding application in abeyance pending resolution of contractual conditions). The Bureau has recognized that abeyance is an appropriate procedural tool where it avoids the waste of administrative resources that would result from dismissal and refiling, and where the public interest is not adversely affected.

35. Nothing in the Communications Act of 1934, as amended, or the Commission's rules mandates the dismissal of a pending application solely because a contractual dispute has arisen between the private parties to the underlying transaction. To the contrary, the Commission's rules contemplate that license transfer and assignment applications may involve complex commercial arrangements that may require time to finalize, and the Commission has regularly accommodated such circumstances through abeyance, tolling, or other procedural mechanisms.

36. The Applicants submit that the circumstances presented here are precisely those in which abeyance is most appropriate: the Application is substantially complete, no regulatory deficiency has been identified, no petition to deny has been filed, the sole informal objection has been opposed, and the commercial dispute is one that the Parties are actively seeking to resolve. Granting abeyance in these circumstances would conserve Commission resources, avoid duplicative filings, and advance the public interest in the efficient administration of the Commission's spectrum licensing processes.

IV. REPRESENTATIONS

37. Each Applicant represents that it has not abandoned the transaction contemplated by the APA and continues to evaluate in good faith the options available for resolving the commercial dispute regarding the purchase price. Neither Applicant has delivered a notice of termination under the APA, and both Applicants view the transaction as potentially viable if and when the commercial dispute is resolved.

38. NWA represents that the information contained in FCC Form 603 (FCC File No. 0010287-EX), the Petition for Declaratory Ruling filed under Section 310(b)(4) of the Communications Act, and the response to the WTB Information Request dated February 10, 2023, remains accurate and complete in all material respects as of the date of this filing. NWA is not aware of any material change in its ownership structure, the ownership structure of its parent entities, or the information previously disclosed to the Commission, except as otherwise disclosed herein or in any subsequent filings made with the Commission. To the extent that any material change arises during the abeyance period, NWA will promptly notify the Bureau in accordance with the terms proposed in Section II.C above.

39. Ridgeline represents that it continues to hold the fourteen (14) Meridian Technologies-3 Licenses (Call Signs WQAB201 through WQAB214) and that no other applications for the assignment or transfer of control of any of these Licenses are pending before the Commission. Ridgeline further represents that it is not a party to any agreement, letter of intent, or other arrangement with any third party for the sale, assignment, or transfer of any of the Licenses, other than the APA with NWA that is the subject of the above-captioned Application.

40. Each Applicant affirms that it is aware that the grant of this Joint Stipulation and request for abeyance does not constitute, and shall not be construed as, FCC approval of the underlying assignment application, the Section 310(b)(4) Petition, or any other aspect of the proposed transaction. The Applicants understand that the Application, if and when processing is resumed, will be reviewed and evaluated by the Commission on its merits, in accordance with the Commission's rules and the public interest standard of the Communications Act.

V. RESERVATION OF RIGHTS

41. Nothing in this Joint Stipulation shall be construed as an admission by either Applicant regarding the merits of the purchase price dispute, the validity or enforceability of any provision of the APA or the Extension Agreement, the interpretation of any term or condition of the APA, or any other contractual, legal, or factual issue between the Parties. The filing of this Joint Stipulation is undertaken solely for the purpose of requesting that the Commission hold the Application in abeyance and is not intended to, and does not, constitute a waiver of any right, claim, defense, or remedy of either Applicant.

42. Each Applicant expressly reserves all rights, remedies, claims, and defenses that it may have under the APA, the Extension Agreement, and applicable law, including, without limitation, the right to seek specific performance, damages, or other relief, and the right to assert any defense to any claim arising under the APA or the Extension Agreement. Nothing in this Joint Stipulation shall limit or impair either Applicant's ability to pursue any such rights or remedies in any forum of competent jurisdiction.

43. The filing of this Joint Stipulation is without prejudice to either Applicant's right to withdraw from the transaction contemplated by the APA or to withdraw from the Application independently, in each case subject to the applicable provisions of the APA, the Extension Agreement, and the Commission's rules. Either Applicant may, at any time, file a request with the Commission to withdraw its participation in the Application or to take such other action as may be available under the Commission's rules, provided that such action is consistent with the Applicant's obligations under the APA and applicable law.

VI. CONTACT INFORMATION FOR COUNSEL OF RECORD

The following individuals are designated as counsel of record for the respective Applicants and are authorized to receive all communications from the Commission regarding this Joint Stipulation, the Application, and the Section 310(b)(4) Petition:

For Assignee — Northgate Wireless Americas Inc.:

Annette Galvez, Partner Broadfield Whitaker LLP 1401 H Street NW, Suite 750 Washington, D.C. 20005 Telephone: (202) 555-3410

Email: agalvez@broadfieldwhitaker.com

Daniel Fong, Senior Associate Broadfield Whitaker LLP 1401 H Street NW, Suite 750 Washington, D.C. 20005 Telephone: (202) 555-3422

Email: dfong@broadfieldwhitaker.com

Harold Wren, Of Counsel Calderwood & Harkness LLP 1875 K Street NW, Suite 600 Washington, D.C. 20006 Telephone: (202) 555-7800

Email: hwren@calderwoodharkness.com

For Assignor — Ridgeline Wireless Holdings LLC:

Kevin Sato, Partner Hargrove, Sato & Caldwell LLP 100 West Liberty Street, Suite 1200 Reno, Nevada 89501 Telephone: (775) 555-2900

Email: ksato@hsclaw.com

Mariana Quelibo, Associate Hargrove, Sato & Caldwell LLP 100 West Liberty Street, Suite 1200 Reno, Nevada 89501 Telephone: (775) 555-2918

Email: mestevez@hsclaw.com

VII. CONCLUSION

For the foregoing reasons, the Applicants respectfully request that the Wireless Telecommunications Bureau grant this Joint Stipulation and hold FCC File No. 0010287-EX, including the associated Petition for Declaratory Ruling under Section 310(b)(4) of the Communications Act, in abeyance for a period of [180 / 270] days from the date of the Bureau's order or action granting this request, on the terms set forth herein. The Applicants further respectfully request that the Bureau take such other and further action as may be appropriate and consistent with the public interest, convenience, and necessity.

Respectfully submitted,

FOR THE ASSIGNEE:

BROADFIELD WHITAKER LLP Counsel for Northgate Wireless Americas Inc.

By: ________

Annette Galvez, Partner

Date: ________

Also submitted in coordination with Calderwood & Harkness LLP (Harold Wren, Of Counsel)

FOR THE ASSIGNOR:

HARGROVE, SATO & CALDWELL LLP Counsel for Ridgeline Wireless Holdings LLC

By: ________

Kevin Sato, Partner

Date: ________

CERTIFICATE OF SERVICE

I, Annette Galvez, hereby certify that on this _ day of ____, 2024, a true and correct copy of the foregoing Joint Stipulation and Request to Hold Application in Abeyance was served by first-class mail, postage prepaid, and by electronic mail upon the following parties of record:

Counsel for Great Basin Rural Broadband Cooperative (Informal Objector):

Jennifer Whitehorse, Esq. Truckee Meadows Legal Group, P.C. 200 South Center Street, Suite 410 Reno, Nevada 89501 Telephone: (775) 555-6120

Email: jwhitehorse@tmlegalgrouppc.com

Counsel for Assignor (Ridgeline Wireless Holdings LLC):

Kevin Sato, Partner Mariana Quelibo, Associate Hargrove, Sato & Caldwell LLP 100 West Liberty Street, Suite 1200 Reno, Nevada 89501 Telephone: (775) 555-2900

Email: ksato@hsclaw.com; mestevez@hsclaw.com

________________________________________

Annette Galvez Broadfield Whitaker LLP 1401 H Street NW, Suite 750 Washington, D.C. 20005

DRAFTING ANNOTATIONS — INTERNAL NOTES PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT NOT TO BE INCLUDED IN FILED VERSION

NOTATION: This document is a DRAFT prepared by Broadfield Whitaker LLP at the direction of Calderwood & Harkness LLP. It has NOT been circulated to Hargrove, Sato & Caldwell LLP and has NOT been agreed to by Ridgeline's counsel. This draft is subject to review and approval by NWA, Calderwood & Harkness, and Ridgeline's counsel before any filing is made with the Commission.

Internal Notes for Calderwood & Harkness Team (Harold Wren / Sylvia Hartwell):

1. Abeyance Period (Bracketed). The draft currently brackets the abeyance period as "[180 / 270] days." The 180-day period would provide approximately six months for the Parties to resolve the purchase price dispute, while the 270-day period would provide approximately nine months. This choice should be discussed with the client — specifically Priya Dasgupta and Thomas Brennan at Northgate — before a proposal is made to Ridgeline's counsel. Considerations include: (a) Northgate's strategic timeline for deployment of Meridian Technologies-3 spectrum in the Nevada/California/Oregon markets; (b) the risk that a longer abeyance period may signal to the WTB or the Committee that the transaction is unlikely to close; and (c) the desirability of a shorter initial period with the option to request an extension under the proposed terms. Harold — please advise on your preference.

2. Status Report Interval (Bracketed). The status report interval is likewise bracketed as "[60 / 90] days." A 60-day interval would require three reports during a 180-day abeyance and approximately four to five during a 270-day abeyance. A 90-day interval would require two reports during a 180-day abeyance and three during a 270-day abeyance. The more frequent interval may demonstrate greater diligence to the WTB but would require more coordination with Ridgeline's counsel. This should be coordinated with Kevin Sato at Hargrove Sato once we circulate the draft.

3. Client Approval. Before circulating this draft to Hargrove, Sato & Caldwell LLP or Kevin Sato, we need to confirm with Priya Dasgupta (General Counsel, Northgate US Holdings) and Thomas Brennan (SVP Corporate Development, NTP) that filing this Joint Stipulation is consistent with Northgate's current strategic posture regarding the Ridgeline transaction. Specifically, we need guidance on whether Northgate is prepared to commit to the representations in Section IV (i.e., that it has not abandoned the transaction and continues to evaluate resolution options in good faith). If Northgate has determined internally that the transaction is no longer viable, filing this stipulation may create exposure.

4. WTB Staff Receptivity. Annette Galvez and Harold Wren should coordinate regarding WTB staff receptivity to an abeyance request in these circumstances. Annette — please check informally with the relevant WTB contact(s) whether the Bureau would prefer (a) an abeyance via joint stipulation, (b) the Bureau maintaining the application on its own motion without the parties' affirmative request, or (c) a withdrawal and potential refiling. If the Bureau is inclined toward option (c), we may need to reconsider whether filing this stipulation is the optimal procedural path.

5. APA Validity Implications. Consider carefully whether filing this Joint Stipulation may implicitly acknowledge the continued validity and enforceability of the APA, which could bear on the termination rights analysis. The stipulation states in Paragraph 37 that neither Party has delivered a notice of termination and that both view the transaction as "potentially viable." This language should be reviewed in light of the APA termination rights memo prepared by Calderwood & Harkness (reference: C&H Memo dated November 15, 2023, re: Termination Analysis — Ridgeline APA, C&H Matter No. 1022-00002). If Northgate wishes to preserve the option of arguing that the APA has expired or is otherwise no longer binding due to the passage of the extended Long-Stop Date, the language in the stipulation may need to be softened. Harold — please flag this for discussion.

6. Billing and Engagement Scope. Confirm with Sylvia Hartwell (Director of Legal Operations, Calderwood & Harkness) whether any billing or engagement scope issues arise from preparing this filing. As of the last billing summary, total billed amounts for the Ridgeline/NWA transaction (C&H Phase 1) stand at $847,320 against a Phase 1 fee cap of $1,250,000. Outstanding accounts receivable total $112,600. If there are concerns about exceeding the fee cap or collecting the outstanding A/R, those should be addressed before additional work is performed on this matter.

7. Unilateral Filing Contingency. Note that Ridgeline's counsel's cooperation is necessary for a joint filing. If Kevin Sato declines to join in this stipulation — whether because Ridgeline has lost interest in the transaction, because Ridgeline objects to the proposed terms, or for any other reason — NWA may need to consider filing a unilateral status letter or request for extension of time with the WTB. A draft of such a unilateral letter has been prepared separately (reference: BW Draft Letter to WTB dated [date], re: Status Update — FCC File No. 0010287-EX). That draft should be finalized as a contingency in parallel with the circulation of this Joint Stipulation.

End of Drafting Annotations — Internal Notes

In the Matter of

Application of	FCC File No. 0010287-EX
Ridgeline Wireless Holdings LLC	FCC Form 603 — Application for
(Assignor)	Assignment of Authorization

and

Northgate Wireless Americas Inc.	Meridian Technologies-3 / Band 66 Wireless Radio
(Assignee)	Service Licenses
For Consent to Assignment of	Call Signs WQAB201 through
14 Wireless Radio Service Licenses	WQAB214

DRAFT — SUBJECT TO AGREEMENT OF ASSIGNOR'S COUNSEL — NOT FOR FILING
BEFORE THE FEDERAL COMMUNICATIONS COMMISSION WASHINGTON, D.C. 20554
JOINT STIPULATION AND REQUEST TO HOLD APPLICATION IN ABEYANCE
Northgate Wireless Americas Inc. ("NWA" or "Assignee"), a corporation organized under the laws of the State of Delaware (FCC Registration Number 7284619), with its principal offices located at 2200 Wilson Boulevard, Suite 1450, Arlington, Virginia 22201, by and through its counsel of record, Broadfield Whitaker LLP (Annette Galvez, Partner, and Daniel Fong, Senior Associate), 1401 H Street NW, Suite 750, Washington, D.C. 20005, and Calderwood & Harkness LLP (Harold Wren, Of Counsel), 1875 K Street NW, Suite 600, Washington, D.C. 20006; and
Ridgeline Wireless Holdings LLC ("Ridgeline" or "Assignor"), a limited liability company organized under the laws of the State of Nevada (Nevada Secretary of State Entity No. E0428716302), with its principal office located at 450 South Virginia Street, Suite 800, Reno, Nevada 89501, by and through its counsel of record, Hargrove, Sato & Caldwell LLP (Kevin Sato, Partner, and Mariana Quelibo, Associate), 100 West Liberty Street, Suite 1200, Reno, Nevada 89501;
(NWA and Ridgeline are collectively referred to herein as the "Applicants" or the "Parties")
hereby respectfully submit this Joint Stipulation and Request to Hold Application in Abeyance (this "Joint Stipulation"), requesting that the Wireless Telecommunications Bureau ("WTB" or the "Bureau") of the Federal Communications Commission ("FCC" or the "Commission") hold FCC File No. 0010287-EX in abeyance for a defined period pending resolution of a commercial dispute between the Parties arising under the underlying Asset Purchase Agreement, as more fully described herein. In support of this Joint Stipulation, the Applicants state as follows:
I. BACKGROUND
A. The Underlying Transaction
1.  On September 22, 2022, Ridgeline and NWA executed an Asset Purchase Agreement (the "APA") pursuant to which Ridgeline agreed to sell and assign, and NWA agreed to purchase and accept the assignment of, fourteen (14) FCC Wireless Radio Service licenses in the Advanced Wireless Services-3 ("Meridian Technologies-3") / Band 66 spectrum band, authorized under Part 27 of the Commission's rules, 47 C.F.R. Part 27. The licenses that are the subject of the APA and the above-captioned application (collectively, the "Licenses") bear Call Signs WQAB201, WQAB202, WQAB203, WQAB204, WQAB205, WQAB206, WQAB207, WQAB208, WQAB209, WQAB210, WQAB211, WQAB212, WQAB213, and WQAB214.
2.  The Licenses cover a total of fourteen (14) Economic Areas ("EAs") situated primarily within the State of Nevada, portions of eastern California, and portions of southern Oregon. Together, the Licenses comprise thirty-nine megahertz (39 MHz) of paired spectrum — specifically, 39 MHz of uplink spectrum and 39 MHz of downlink spectrum, for a total of seventy-eight megahertz (78 MHz) of paired bandwidth. The aggregate covered population of the service areas defined by these Licenses is approximately 3.84 million persons (POPs), based on the most recent U.S. Census Bureau population estimates available at the time the APA was executed.
3.  The agreed-upon purchase price for the Licenses under Section 3.1 of the APA is One Hundred Twenty-Six Million Five Hundred Thousand Dollars ($126,500,000). The purchase price is denominated as a fixed price for the aggregate of all fourteen Licenses and is payable in cash at closing, subject to the satisfaction or waiver of customary closing conditions, including receipt of FCC consent to the assignment.
4.  The transaction contemplated by the APA involves only the assignment of bare spectrum licenses. Ridgeline's subscriber base — consisting of approximately 142,000 active subscriber accounts as of the date of the APA — is not being transferred to NWA as part of the transaction. Similarly, no network infrastructure, equipment, or operational assets of Ridgeline are included in the scope of the assignment. The transaction is thus limited to the transfer of the Commission authorizations themselves.
5.  NWA is a wholly owned subsidiary of Northgate US Holdings LLC, a limited liability company organized under the laws of the State of Delaware. Northgate US Holdings LLC is, in turn, wholly owned by Northgate Telecommunications PLC ("NTP"), a public limited company organized under the laws of England and Wales (Companies House Registration No. 08473291), whose ordinary shares are listed and traded on the London Stock Exchange under the ticker symbol NGTL. The ownership and corporate governance structure of NTP and its subsidiaries, including NWA, has been fully disclosed in the above-captioned application and the associated Petition for Declaratory Ruling, as described below.
B. The FCC Application
6.  On October 14, 2022, NWA and Ridgeline jointly filed FCC Form 603 with the Commission, seeking FCC consent to the proposed assignment of the fourteen Licenses from Ridgeline to NWA (the "Application"). The Application was assigned FCC File No. 0010287-EX.
7.  Concurrently with the filing of the Application, NWA filed a Petition for Declaratory Ruling (the "Section 310(b)(4) Petition") under Section 310(b)(4) of the Communications Act of 1934, as amended, 47 U.S.C. § 310(b)(4), requesting that the Commission approve indirect foreign ownership of NWA by NTP, a United Kingdom entity, at levels up to and including one hundred percent (100%). The Section 310(b)(4) Petition set forth in detail the corporate governance structure, board composition, and shareholder profile of NTP, and demonstrated that grant of the petition would be consistent with the public interest, as required by the Commission's rules and precedent.
8.  On October 28, 2022, the Commission's staff accepted the Application for filing, having determined that the Application was substantially complete and in compliance with the Commission's filing requirements.
9.  A Public Notice announcing the acceptance of the Application was released on November 3, 2022, establishing a period for the filing of comments and petitions to deny. The comment period closed on December 5, 2022.
10.  No petitions to deny the Application were filed during the comment period or at any time thereafter.
11.  On November 28, 2022, one informal objection to the Application was filed by the Great Basin Rural Broadband Cooperative ("Great Basin"), a cooperative association providing broadband and telecommunications services in rural areas of Nevada. The Great Basin objection raised concerns regarding the proposed indirect foreign ownership of the Licenses by NTP, a UK-based entity, under Section 310(b)(4) of the Communications Act. Great Basin asserted, among other things, that the Commission should carefully scrutinize whether the level of indirect foreign ownership proposed in the Section 310(b)(4) Petition was consistent with the public interest, particularly in light of NTP's foreign shareholder base and the national security implications of foreign ownership of spectrum licenses in the western United States.
12.  On December 9, 2022, NWA filed its Opposition to the Great Basin Informal Objection, demonstrating that the objection failed to raise any substantial or material questions of fact warranting designation for hearing, that the foreign ownership concerns raised by Great Basin were fully addressed in the Section 310(b)(4) Petition, and that NTP's corporate governance and shareholder structure had been transparently disclosed to the Commission. NWA further noted that the United Kingdom is a close ally of the United States and a party to multiple bilateral and multilateral agreements relevant to telecommunications and national security cooperation.
13.  On January 19, 2023, the WTB issued an information request letter (the "WTB Information Request") directed to NWA, seeking additional information regarding NTP's corporate governance arrangements, the composition of NTP's board of directors, NTP's top-ten institutional shareholders, and certain other matters relating to the ownership structure disclosed in the Section 310(b)(4) Petition.
14.  On February 10, 2023, NWA filed a comprehensive response to the WTB Information Request (the "Information Request Response"), providing the requested information in full and supplementing the record with additional materials regarding NTP's shareholder profile, board governance, and compliance with applicable UK corporate governance standards.
15.  As of the date of this filing, review of the Application and the Section 310(b)(4) Petition by the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (the "Committee"), established pursuant to Executive Order 13913 (April 4, 2020), is pending. The Committee, which is chaired by the Attorney General and includes representatives from the Department of Homeland Security and the Department of Defense, has not communicated any adverse findings or recommendations to the Commission with respect to the Application or the Section 310(b)(4) Petition. NWA has cooperated fully with the Committee's review process, including by responding to requests for information from the Department of Justice.
16.  No further action has been taken by the Commission, the WTB, or any other bureau or office of the Commission on the Application or the Section 310(b)(4) Petition since February 2023. The Application remains pending.
C. The Commercial Dispute
17.  On December 14, 2022, Ridgeline delivered written notice to NWA (the "Price Adjustment Demand") asserting that the purchase price payable under Section 3.1 of the APA should be adjusted upward by Fourteen Million Two Hundred Thousand Dollars ($14,200,000) — from the agreed price of $126,500,000 to $140,700,000. Ridgeline based this demand on the existence of an alleged competing bid that it claimed to have received from an unidentified third party for certain of the Licenses covering California Economic Areas, specifically EA No. 155 and EA No. 159. Ridgeline asserted that the purported competing bid reflected a higher valuation for the California Licenses and that the APA purchase price should be adjusted accordingly to reflect current market conditions.
18.  On December 19, 2022, NWA rejected the Price Adjustment Demand in its entirety. In its written response, NWA cited the unambiguous fixed-price provision set forth in Section 3.1 of the APA, which establishes the aggregate purchase price as a defined and non-contingent amount. NWA further noted that the APA contains no contractual price-adjustment mechanism, no market-based repricing provision, no most-favored-nation clause, and no other provision that would entitle Ridgeline to demand an increase in the purchase price after execution of the APA. NWA reserved all of its rights and remedies under the APA in connection with the dispute.
19.  The APA, as originally executed on September 22, 2022, contained a Long-Stop Date of March 15, 2023, by which the closing of the transaction was required to occur. Section 9.1(b) of the APA provides that either Party may terminate the APA by written notice if the closing has not occurred on or before the Long-Stop Date, provided that the terminating party is not itself in material breach of the APA.
20.  On April 22, 2023, the Parties entered into a written agreement (the "Extension Agreement") extending the Long-Stop Date from March 15, 2023 to September 30, 2023. The Extension Agreement was executed by both Parties in acknowledgment of the fact that the pending purchase price dispute and the ongoing FCC review process made it impracticable for the closing to occur by the original Long-Stop Date. The Extension Agreement did not resolve the purchase price dispute and expressly preserved all rights and claims of both Parties under the APA.
21.  The extended Long-Stop Date of September 30, 2023 passed without the closing of the transaction having occurred. As of the date of this filing, neither Party has delivered a notice of termination under Section 9.1(b) of the APA, and neither Party has taken the position that the APA has been terminated or is no longer in effect.
22.  The purchase price dispute remains unresolved. The last substantive written communication between the Parties' respective counsel regarding the dispute occurred on November 8, 2023. Since that date, neither Party has formally proposed a resolution of the price disagreement, although both Parties have indicated a willingness to explore options for resolving the matter.
23.  In connection with the execution of the APA, NWA deposited an earnest money deposit in the amount of Four Million Five Hundred Thousand Dollars ($4,500,000) (the "Earnest Money Deposit") into an escrow account maintained by Meridian National Bank, N.A., in accordance with the terms of the escrow agreement executed concurrently with the APA. The Earnest Money Deposit remains held in escrow as of the date of this filing, and neither Party has made a demand for release of the Earnest Money Deposit.
24.  The Parties are currently evaluating options for resolving the commercial dispute, including potential renegotiation of the purchase price, engagement of a mediator, or other mechanisms that may facilitate a resolution. Both Parties continue to believe that a negotiated resolution is preferable to litigation or arbitration at this stage.
II. REQUEST FOR ABEYANCE
A. Statement of Request
25.  In light of the foregoing, the Applicants jointly and respectfully request that the WTB hold FCC File No. 0010287-EX, including the associated Petition for Declaratory Ruling filed under Section 310(b)(4) of the Communications Act, in abeyance for a period of [180 / 270] days from the date of any order or action by the Bureau granting this request. During this abeyance period, the Applicants request that the Bureau refrain from taking final action on the Application, whether by grant, denial, or dismissal, and that the Bureau not dismiss the Application for failure to prosecute or for any other procedural reason attributable to the pendency of the Parties' commercial dispute.
26.  The Applicants further request that, during the abeyance period, the Section 310(b)(4) Petition and the pending review by the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector likewise be held in abeyance, so that the entirety of the regulatory review process may be preserved for resumption in the event the Parties successfully resolve their commercial dispute and elect to proceed with the transaction.
B. Reasons Supporting Abeyance
27.  The commercial dispute between the Parties is a bona fide contractual disagreement regarding the purchase price for the Licenses. It is not indicative of an abandonment of the transaction by either Party. Both Ridgeline and NWA continue to evaluate in good faith the options available for resolving the dispute, and neither Party has terminated or purported to terminate the APA. The dispute does not implicate any regulatory issue, public interest concern, or question within the Commission's jurisdiction. Rather, it is a private commercial matter between the two contracting parties that, if resolved, would permit the transaction to proceed to closing.
28.  The Application itself is substantially complete and has advanced through several stages of the Commission's review process. The Application was accepted for filing, the public notice comment period closed without any petitions to deny being filed, NWA's response to the WTB Information Request has been filed and is part of the record, and no substantive regulatory deficiency in the Application or the Section 310(b)(4) Petition has been identified by the Commission or its staff. The sole informal objection filed in the proceeding — that of Great Basin Rural Broadband Cooperative — has been fully opposed by NWA and is ripe for resolution on the existing record.
29.  Dismissal of the Application and a subsequent refiling, should the Parties resolve their dispute and wish to proceed, would result in a significant and unnecessary expenditure of both Commission and Party resources. The Parties would be required to prepare and file a new FCC Form 603, a new Section 310(b)(4) Petition, and updated supporting documentation. The Commission's staff would be required to conduct a duplicative review of materials that are, in all material respects, substantially identical to those already on file. Moreover, a refiled application would be subject to a new public notice and comment period, and the Committee for the Assessment of Foreign Participation would be required to initiate a new review — a process that has already been underway for more than a year in connection with the pending Application. Such duplication would be wasteful, inefficient, and contrary to the Commission's interest in the orderly and expeditious processing of its docket.
30.  No public interest would be served by dismissal of the Application during the pendency of a good-faith commercial dispute between the Parties. The spectrum licenses at issue are currently held by Ridgeline and continue to be utilized in the provision of wireless services. No spectrum is lying fallow or being warehoused as a result of the pending Application. Conversely, holding the Application in abeyance would serve the public interest by preserving the existing record, avoiding duplicative filings and reviews, and facilitating a timely and efficient resolution of the Application should the Parties reach agreement and elect to close the transaction.
31.  The Applicants are aware that the Commission has broad discretion in managing its docket and processing applications, and they believe that the circumstances presented here — a substantially complete application, no unresolved regulatory issues, and a bona fide commercial dispute between the parties — weigh strongly in favor of granting the requested abeyance.
C. Proposed Terms of Abeyance
32.  To ensure that the Bureau remains informed of the status of the Parties' commercial dispute and the Parties' intentions with respect to the Application during the abeyance period, the Applicants propose the following terms:
(a) Status Reports. The Applicants will file joint status reports with the WTB every [60 / 90] days during the abeyance period, or at such other intervals as the Bureau may direct. Each status report will provide an update on the status of the commercial dispute between the Parties and the Parties' current intentions regarding the proposed transaction and the Application.
(b) Action at Conclusion of Abeyance Period. At the conclusion of the abeyance period, the Applicants will take one of the following actions:
(i) jointly notify the WTB that the commercial dispute has been resolved and request that the Bureau resume processing of the Application;
(ii) file a joint request for an additional period of abeyance, with cause shown for the requested extension; or
(iii) file a joint request to withdraw the Application.
(c) Failure to Act. If one or both of the Applicants fail to file a status report at the required interval or fail to take any of the actions specified in subparagraph (b) above at the conclusion of the abeyance period, the WTB may take such action as it deems appropriate in its discretion, including, without limitation, dismissal of the Application.
(d) Material Changes. During the abeyance period, the Applicants will promptly notify the WTB of any material change in the ownership structure of either Applicant, any change in the information contained in the Application or the Section 310(b)(4) Petition, or any other development that may be relevant to the Commission's review of the Application. Such notification shall be filed within ten (10) business days of the Applicant's becoming aware of the material change.
(e) Regulatory Deadlines. The Applicants acknowledge and agree that the grant of abeyance does not toll any FCC regulatory deadlines applicable to the Licenses themselves, including, without limitation, any buildout requirements, performance milestones, or construction obligations imposed under Part 27 of the Commission's rules, 47 C.F.R. Part 27, or any conditions of the Licenses. Ridgeline, as the current holder of the Licenses, remains solely responsible for compliance with all such requirements during the abeyance period.
III. COMMISSION AUTHORITY AND PRECEDENT
33.  The WTB possesses inherent authority to manage its docket and to hold pending applications in abeyance when doing so serves the interests of administrative efficiency and the orderly processing of Commission business. This authority is well established and has been exercised by the Bureau and the Commission in range contexts, including spectrum license transfer and assignment proceedings.
34.  The Commission has, on numerous occasions, granted requests to hold applications in abeyance where the applicants have demonstrated that an underlying commercial dispute or other extrinsic factor has temporarily impeded the consummation of the proposed transaction, but where the application itself does not present unresolved regulatory issues that would warrant dismissal or denial. See, e.g., Applications of Quillon Group and DIRECTV Group, Inc., MB Docket No. 14-90 (WTB, granting abeyance in connection with related proceedings); see also Applications for Consent to Assignment of Licenses, Public Notice, DA 08-1423 (WTB, 2008) (holding application in abeyance pending resolution of contractual conditions). The Bureau has recognized that abeyance is an appropriate procedural tool where it avoids the waste of administrative resources that would result from dismissal and refiling, and where the public interest is not adversely affected.
35.  Nothing in the Communications Act of 1934, as amended, or the Commission's rules mandates the dismissal of a pending application solely because a contractual dispute has arisen between the private parties to the underlying transaction. To the contrary, the Commission's rules contemplate that license transfer and assignment applications may involve complex commercial arrangements that may require time to finalize, and the Commission has regularly accommodated such circumstances through abeyance, tolling, or other procedural mechanisms.
36.  The Applicants submit that the circumstances presented here are precisely those in which abeyance is most appropriate: the Application is substantially complete, no regulatory deficiency has been identified, no petition to deny has been filed, the sole informal objection has been opposed, and the commercial dispute is one that the Parties are actively seeking to resolve. Granting abeyance in these circumstances would conserve Commission resources, avoid duplicative filings, and advance the public interest in the efficient administration of the Commission's spectrum licensing processes.
IV. REPRESENTATIONS
37.  Each Applicant represents that it has not abandoned the transaction contemplated by the APA and continues to evaluate in good faith the options available for resolving the commercial dispute regarding the purchase price. Neither Applicant has delivered a notice of termination under the APA, and both Applicants view the transaction as potentially viable if and when the commercial dispute is resolved.
38.  NWA represents that the information contained in FCC Form 603 (FCC File No. 0010287-EX), the Petition for Declaratory Ruling filed under Section 310(b)(4) of the Communications Act, and the response to the WTB Information Request dated February 10, 2023, remains accurate and complete in all material respects as of the date of this filing. NWA is not aware of any material change in its ownership structure, the ownership structure of its parent entities, or the information previously disclosed to the Commission, except as otherwise disclosed herein or in any subsequent filings made with the Commission. To the extent that any material change arises during the abeyance period, NWA will promptly notify the Bureau in accordance with the terms proposed in Section II.C above.
39.  Ridgeline represents that it continues to hold the fourteen (14) Meridian Technologies-3 Licenses (Call Signs WQAB201 through WQAB214) and that no other applications for the assignment or transfer of control of any of these Licenses are pending before the Commission. Ridgeline further represents that it is not a party to any agreement, letter of intent, or other arrangement with any third party for the sale, assignment, or transfer of any of the Licenses, other than the APA with NWA that is the subject of the above-captioned Application.
40.  Each Applicant affirms that it is aware that the grant of this Joint Stipulation and request for abeyance does not constitute, and shall not be construed as, FCC approval of the underlying assignment application, the Section 310(b)(4) Petition, or any other aspect of the proposed transaction. The Applicants understand that the Application, if and when processing is resumed, will be reviewed and evaluated by the Commission on its merits, in accordance with the Commission's rules and the public interest standard of the Communications Act.
V. RESERVATION OF RIGHTS
41.  Nothing in this Joint Stipulation shall be construed as an admission by either Applicant regarding the merits of the purchase price dispute, the validity or enforceability of any provision of the APA or the Extension Agreement, the interpretation of any term or condition of the APA, or any other contractual, legal, or factual issue between the Parties. The filing of this Joint Stipulation is undertaken solely for the purpose of requesting that the Commission hold the Application in abeyance and is not intended to, and does not, constitute a waiver of any right, claim, defense, or remedy of either Applicant.
42.  Each Applicant expressly reserves all rights, remedies, claims, and defenses that it may have under the APA, the Extension Agreement, and applicable law, including, without limitation, the right to seek specific performance, damages, or other relief, and the right to assert any defense to any claim arising under the APA or the Extension Agreement. Nothing in this Joint Stipulation shall limit or impair either Applicant's ability to pursue any such rights or remedies in any forum of competent jurisdiction.
43.  The filing of this Joint Stipulation is without prejudice to either Applicant's right to withdraw from the transaction contemplated by the APA or to withdraw from the Application independently, in each case subject to the applicable provisions of the APA, the Extension Agreement, and the Commission's rules. Either Applicant may, at any time, file a request with the Commission to withdraw its participation in the Application or to take such other action as may be available under the Commission's rules, provided that such action is consistent with the Applicant's obligations under the APA and applicable law.
VI. CONTACT INFORMATION FOR COUNSEL OF RECORD
The following individuals are designated as counsel of record for the respective Applicants and are authorized to receive all communications from the Commission regarding this Joint Stipulation, the Application, and the Section 310(b)(4) Petition:
For Assignee — Northgate Wireless Americas Inc.:
Annette Galvez, Partner Broadfield Whitaker LLP 1401 H Street NW, Suite 750 Washington, D.C. 20005 Telephone: (202) 555-3410
Email: agalvez@broadfieldwhitaker.com
Daniel Fong, Senior Associate Broadfield Whitaker LLP 1401 H Street NW, Suite 750 Washington, D.C. 20005 Telephone: (202) 555-3422
Email: dfong@broadfieldwhitaker.com
Harold Wren, Of Counsel Calderwood & Harkness LLP 1875 K Street NW, Suite 600 Washington, D.C. 20006 Telephone: (202) 555-7800
Email: hwren@calderwoodharkness.com
For Assignor — Ridgeline Wireless Holdings LLC:
Kevin Sato, Partner Hargrove, Sato & Caldwell LLP 100 West Liberty Street, Suite 1200 Reno, Nevada 89501 Telephone: (775) 555-2900
Email: ksato@hsclaw.com
Mariana Quelibo, Associate Hargrove, Sato & Caldwell LLP 100 West Liberty Street, Suite 1200 Reno, Nevada 89501 Telephone: (775) 555-2918
Email: mestevez@hsclaw.com
VII. CONCLUSION
For the foregoing reasons, the Applicants respectfully request that the Wireless Telecommunications Bureau grant this Joint Stipulation and hold FCC File No. 0010287-EX, including the associated Petition for Declaratory Ruling under Section 310(b)(4) of the Communications Act, in abeyance for a period of [180 / 270] days from the date of the Bureau's order or action granting this request, on the terms set forth herein. The Applicants further respectfully request that the Bureau take such other and further action as may be appropriate and consistent with the public interest, convenience, and necessity.
Respectfully submitted,
FOR THE ASSIGNEE:
BROADFIELD WHITAKER LLP Counsel for Northgate Wireless Americas Inc.
By: ________
Annette Galvez, Partner
Date: ________
Also submitted in coordination with Calderwood & Harkness LLP (Harold Wren, Of Counsel)
FOR THE ASSIGNOR:
HARGROVE, SATO & CALDWELL LLP Counsel for Ridgeline Wireless Holdings LLC
By: ________
Kevin Sato, Partner
Date: ________
CERTIFICATE OF SERVICE
I, Annette Galvez, hereby certify that on this _ day of ____, 2024, a true and correct copy of the foregoing Joint Stipulation and Request to Hold Application in Abeyance was served by first-class mail, postage prepaid, and by electronic mail upon the following parties of record:
Counsel for Great Basin Rural Broadband Cooperative (Informal Objector):
Jennifer Whitehorse, Esq. Truckee Meadows Legal Group, P.C. 200 South Center Street, Suite 410 Reno, Nevada 89501 Telephone: (775) 555-6120
Email: jwhitehorse@tmlegalgrouppc.com
Counsel for Assignor (Ridgeline Wireless Holdings LLC):
Kevin Sato, Partner Mariana Quelibo, Associate Hargrove, Sato & Caldwell LLP 100 West Liberty Street, Suite 1200 Reno, Nevada 89501 Telephone: (775) 555-2900
Email: ksato@hsclaw.com; mestevez@hsclaw.com
________________________________________
Annette Galvez Broadfield Whitaker LLP 1401 H Street NW, Suite 750 Washington, D.C. 20005
DRAFTING ANNOTATIONS — INTERNAL NOTES PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT NOT TO BE INCLUDED IN FILED VERSION
NOTATION: This document is a DRAFT prepared by Broadfield Whitaker LLP at the direction of Calderwood & Harkness LLP. It has NOT been circulated to Hargrove, Sato & Caldwell LLP and has NOT been agreed to by Ridgeline's counsel. This draft is subject to review and approval by NWA, Calderwood & Harkness, and Ridgeline's counsel before any filing is made with the Commission.
Internal Notes for Calderwood & Harkness Team (Harold Wren / Sylvia Hartwell):
1.  Abeyance Period (Bracketed). The draft currently brackets the abeyance period as "[180 / 270] days." The 180-day period would provide approximately six months for the Parties to resolve the purchase price dispute, while the 270-day period would provide approximately nine months. This choice should be discussed with the client — specifically Priya Dasgupta and Thomas Brennan at Northgate — before a proposal is made to Ridgeline's counsel. Considerations include: (a) Northgate's strategic timeline for deployment of Meridian Technologies-3 spectrum in the Nevada/California/Oregon markets; (b) the risk that a longer abeyance period may signal to the WTB or the Committee that the transaction is unlikely to close; and (c) the desirability of a shorter initial period with the option to request an extension under the proposed terms. Harold — please advise on your preference.
2.  Status Report Interval (Bracketed). The status report interval is likewise bracketed as "[60 / 90] days." A 60-day interval would require three reports during a 180-day abeyance and approximately four to five during a 270-day abeyance. A 90-day interval would require two reports during a 180-day abeyance and three during a 270-day abeyance. The more frequent interval may demonstrate greater diligence to the WTB but would require more coordination with Ridgeline's counsel. This should be coordinated with Kevin Sato at Hargrove Sato once we circulate the draft.
3.  Client Approval. Before circulating this draft to Hargrove, Sato & Caldwell LLP or Kevin Sato, we need to confirm with Priya Dasgupta (General Counsel, Northgate US Holdings) and Thomas Brennan (SVP Corporate Development, NTP) that filing this Joint Stipulation is consistent with Northgate's current strategic posture regarding the Ridgeline transaction. Specifically, we need guidance on whether Northgate is prepared to commit to the representations in Section IV (i.e., that it has not abandoned the transaction and continues to evaluate resolution options in good faith). If Northgate has determined internally that the transaction is no longer viable, filing this stipulation may create exposure.
4.  WTB Staff Receptivity. Annette Galvez and Harold Wren should coordinate regarding WTB staff receptivity to an abeyance request in these circumstances. Annette — please check informally with the relevant WTB contact(s) whether the Bureau would prefer (a) an abeyance via joint stipulation, (b) the Bureau maintaining the application on its own motion without the parties' affirmative request, or (c) a withdrawal and potential refiling. If the Bureau is inclined toward option (c), we may need to reconsider whether filing this stipulation is the optimal procedural path.
5.  APA Validity Implications. Consider carefully whether filing this Joint Stipulation may implicitly acknowledge the continued validity and enforceability of the APA, which could bear on the termination rights analysis. The stipulation states in Paragraph 37 that neither Party has delivered a notice of termination and that both view the transaction as "potentially viable." This language should be reviewed in light of the APA termination rights memo prepared by Calderwood & Harkness (reference: C&H Memo dated November 15, 2023, re: Termination Analysis — Ridgeline APA, C&H Matter No. 1022-00002). If Northgate wishes to preserve the option of arguing that the APA has expired or is otherwise no longer binding due to the passage of the extended Long-Stop Date, the language in the stipulation may need to be softened. Harold — please flag this for discussion.
6.  Billing and Engagement Scope. Confirm with Sylvia Hartwell (Director of Legal Operations, Calderwood & Harkness) whether any billing or engagement scope issues arise from preparing this filing. As of the last billing summary, total billed amounts for the Ridgeline/NWA transaction (C&H Phase 1) stand at $847,320 against a Phase 1 fee cap of $1,250,000. Outstanding accounts receivable total $112,600. If there are concerns about exceeding the fee cap or collecting the outstanding A/R, those should be addressed before additional work is performed on this matter.
7.  Unilateral Filing Contingency. Note that Ridgeline's counsel's cooperation is necessary for a joint filing. If Kevin Sato declines to join in this stipulation — whether because Ridgeline has lost interest in the transaction, because Ridgeline objects to the proposed terms, or for any other reason — NWA may need to consider filing a unilateral status letter or request for extension of time with the WTB. A draft of such a unilateral letter has been prepared separately (reference: BW Draft Letter to WTB dated [date], re: Status Update — FCC File No. 0010287-EX). That draft should be finalized as a contingency in parallel with the circulation of this Joint Stipulation.
End of Drafting Annotations — Internal Notes
In the Matter of
Application of | FCC File No. 0010287-EX
Ridgeline Wireless Holdings LLC | FCC Form 603 — Application for
(Assignor) | Assignment of Authorization
and
Northgate Wireless Americas Inc. | Meridian Technologies-3 / Band 66 Wireless Radio
(Assignee) | Service Licenses
For Consent to Assignment of | Call Signs WQAB201 through
14 Wireless Radio Service Licenses | WQAB214