Application Form [pdf]

This document pretains to ITC-T/C-20050216-00055 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2005021600055_418196

Approved by OMB 3060−0686 INTERNATIONAL SECTION 214 AUTHORIZATIONS FCC Use Only FORASSIGNMENT OR TRANSFER OF CONTROL FCC 214 MAIN FORM FOR OFFICIAL USE ONLY APPLICANT INFORMATION Enter a description of this application to identify it on the main menu: NTELOS, Inc. Application Seeking Authority to Transfer Section 214 License Held by NTELOS Network, Inc. to Project Holdings Corp. c/o Quadrangle Capital Partners, LP 1. Legal Name of Applicant Name: NTELOS Inc. Phone Number: 540−946−3500 DBA Fax Number: Name: Street: PO Box 1990 E−Mail: mcdermottm@ntelos.com City: Waynesboro State: VA Country: USA Zipcode: 22980 − Attention: Ms Mary McDermott 1

2. Name of Contact Representative (If other than applicant) Name: Mr Eric W DeSilva Phone Number: 202−719−3182 Company: Wiley Rein & Fielding LLP Fax Number: 202−719−4969 Street: 1776 K St. NW E−Mail: edesilva@wrf.com City: Washington State: DC Country: USA Zipcode: 20006− Contact Relationship: Legal Counsel Title: CLASSIFICATION OF FILING 3.Choose the button next to the classification that best describes this filing. Choose only one. a. Assignment of Section 214 Authority An Assignment of an authorization is a transaction in which the authorization, or a portion of it, is assigned from one entity to another. Following an assignment, the authorization will usually be held by an entity other than the one to which it was originally granted. (See Section 63.24(b).) b. Transfer of Control of Section 214 Authority A Transfer of Control is a transaction in which the authorization remains held by the same entity, but there is a change in the entity or entities that control the authorization holder. (See Section 63.24(c).) c. Notification of Pro Forma Assignment of Section 214 Authority ( No fee required ) d. Notification of Pro Forma Transfer of Control of Section 214 Authority ( No fee required ) Date of Consummation: Must be completed if you selecct c or d. 4. File Number(s) of Section 214 Authority(ies) for Which You Seek Consent to Assign or Transfer Control. File Number:IT File Number: File Number: File Number: File Number: File Number: File Number: File Number: C214199707100 0390 2

5. Name of Section 214 Authorization Holder Name: Anne Sarbin Phone 540−946−3547 Number: DBA Name: NTELOS Network, Inc. Fax Number: 540−949−4878 Street: 1990, 401 Spring Lane Plaza E−Mail: sarbina@ntelos.com Suite 300 City: Waynesboro State: VA Country: USA Zipcode: 22980 −1990 Attention: 6. Name of Assignor / Transferor Name: Ms Mary McDermott Phone 540−946−3500 Number: Company: NTELOS Inc. Fax Number: Street: PO Box 1990 E−Mail: mcdermottm@ntelos.com City: Waynesboro State: VA Country: USA Zipcode: 22980 − Contact Title: Relationship: 3

7. Name of Assignee / Transferee Name: Project Holdings Corp. Phone 212−418−1700 Number: DBA Name: Fax Number: 212−418−1701 Street: 375 Park Avenue E−Mail: City: New York State: NY Country: USA Zipcode: 10152 − Attention: Kimberly Carlson 8a. Is a fee submitted with this application? If Yes, complete and attach FCC Form 159. If No, indicate reason for fee exemption (see 47 C.F.R.Section 1.1114). Governmental Entity Noncommercial educational licensee Notification of Pro Forma (No fee required.) Other(please explain): 8b. You must file a separate application for each legal entity that holds one or more Section 214 authorizations to be assigned or transferred. Fee Classification CUT − Section 214 Authority 4

9. Description (Summarize the nature of the application.) (If the complete description does not appear in this box, please go to the end of the form to view it in its entirety.) See Consolidated Application (attached). 10. In Attachment 1, please respond to paragraph (c) and (d) of Section 63.18 with respect to the assignor/transferor and the assignee/transferee. Label your response "Answer to Question 10". 11. Does any entity, directly or indirectly, own at least ten (10) percent of the equity of the assignee/transferee as Yes determined by successive multiplication in the manner specified in the note to Section 63.18(h) of the rules? No If you answered "Yes" to this question, provide in Attachment 1, the name, address, citizenship, and principal businesses of each person or entity that directly or indirectly owns at least ten (10) percent of the equity of the assignee/transferee, and the percentage of equity owned by each of those persons or entities (to the nearest one percent). Label your response "Answer to Question 11." 12. Does the assignee/transferee have any interlocking directorates with a foreign carrier? Yes No If you answered "Yes" to this question, identify each interlocking officer/director in Attachment 1. (See Section 63.09(g).) Provide the name and position/title of the individual or entity, the name of the foreign carrier, and the country in which the foreign carrier is authorized to operate. Label your response: "Answer to Question 12." 5

13. Provide in Attachment 1 a narrative of the means by which the proposed assignment or transfer of control will take place. In circumstances of a substantial assignment or transfer of control pursuant to Section 63.24(e), where the assignor seeks authority to assign only a portion of its U.S. international assets and/or customer base, please specify whether the assignor requests authority to continue to operate under any or all of its international Section 214 File Nos. after consummation; and, if so, please specify in Attachment 1 each File No. it seeks to retain in its own name. Label your response "Answer to Question 13." Note: The assignor may retain any or all of its international Section 214 File Nos. In that case, the assignor will continue to hold the international section 214 authorizations that it specifies in response to this question. The ITC− ASG File No. that the Commission assigns to this application will, when granted, constitute Commission authorization of the proposed assignment of assets and /or customers from the assignor to the assignee. Unless Commission grant of the assignment application specifies otherwise, the assignee may provide the same services on the same routes as permitted under the assignor’s Section 214 authorization(s), and the assignee may provide such service to any customers it may obtain in the ordinary course of business. 6

Applicant certifies that its responses to questions 21 through 25 are true: 21. The assignee/transferee certifies that it has not agreed to accept special concessions directly or indirectly from a Yes foreign carrier with respect to any U.S. international route where the foreign carrier possesses sufficient market No power on the foreign end of the route to affect competition adversely in the U.S. market and will not enter into any such agreements in the future. 22. By signing this application, the undersigned certify either (1) that the authorization(s) will not be assigned or Yes that control of the authorization(s) will not be transferred until the consent of the Federal Communications No Commission has been given, or (2) that prior Commission consent is not required because the transaction is subject to the notification procedures for pro forma transactions under Section 63.24 of the rules. The assignee/transferee also acknowledges that the Commission must be notified by letter within 30 days of a consummation or of a decision not to consummate. (See Section 63.24(e)(4).) 23. If this filing is a notification of a pro forma assignment or transfer of control, the undersigned certify that the Yes assignment or transfer of control was pro forma and that, together with all previous pro forma transactions, does No not result in a change in the actual controlling party. 24. The undersigned certify that all statements made in this application and in the exhibits, attachments, or Yes documents incorporated by reference are material, are part of this application, and are true, complete, correct, and No made in good faith. 25. The assignee/transferee certifies that neither it nor any other party to the application is subject to a denial of Yes Federal benefits pursuant to Section 5301 of the Anti−Drug Abuse Act of 1988, 21 U.S.C. § 862, because of a No conviction for possession or distribution of a controlled substance. See Section 1.2002(b) of the rules, 47 CFR § 1.2002(b), for the definition of "party to the application" as used in this certification. 7

WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE PUNISHABLE BY FINE AND / OR IMPRISONMENT (U.S. Code, Title 18, Section 1001), AND/OR REVOCATION OF ANY STATION AUTHORIZATION (U.S. Code, Title 47, Section 312(a)(1)), AND/OR FORFEITURE (U.S. Code, Title 47, Section 503). CERTIFICATION 26. Printed Name of Assignor / Transferor 29. Printed Name of Assignee / Transferee NTELOS, Inc. Project Holdings Corp. c/o Quadrangle Capital Part 27. Title (Office Held by Person Signing) 30. Title (Office Held by Person Signing) Senior V.P − Legal and Regulatory Vice President 28. Signature (Enter the name of the person who will sign the paper 31. Signature (Enter the name of the person who will sign the paper version of this form for retention in their files) version of this form for retention in their files) Mary McDermott Michael Huber FCC NOTICE REQUIRED BY THE PAPERWORK REDUCTION ACT The public reporting for this collection of information is estimated to average 2 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the required data, and completing and reviewing the collection of information. If you have any comments on this burden estimate, or how we can improve the collection and reduce the burden it causes you, please write to the Federal Communications Commission, AMD−PERM, Paperwork Reduction Project (3060−0686), Washington, DC 20554. We will also accept your comments regarding the Paperwork Reduction Act aspects of this collection via the Internet if you send them to jboley@fcc.gov. PLEASE DO NOT SEND COMPLETED FORMS TO THIS ADDRESS. Remember − You are not required to respond to a collection of information sponsored by the Federal government, and the government may not conduct or sponsor this collection, unless it displays a currently valid OMB control number or if we fail to provide you with this notice. This collection has been assigned an OMB control number of 3060−0686. THE FOREGOING NOTICE IS REQUIRED BY THE PAPERWORK REDUCTION ACT OF 1995, PUBLIC LAW 104−13, OCTOBER 1, 1995, 44 U.S.C. SECTION 3507. 8


Document Created: 2019-04-25 04:48:20
Document Modified: 2019-04-25 04:48:20
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