**Before the**

**Federal Communications Commission**

**Washington, D.C. 20554**

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| In the Matter of                | * | WT Docket No. 06-114             |
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| Applications for the Assignment | ) |                                  |
| of License from Denali PCS,     | * |                                  |
| L.L.C. to Alaska DigiTel,       | * |                                  |
| L.L.C. and the Transfer of      |   |                                  |
| Control of Interests in Alaska  | * |                                  |
| DigiTel, L.L.C. to General      | * |                                  |
| Communication, Inc.             | ) |                                  |
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**ERRATUM**

**Released: January 23, 2007**

By the Chief, Wireless Telecommunications Bureau:

On December 22, 2006, the Wireless Telecommunications Bureau released a
Memorandum Opinion and Order ("Order"), FCC 06-185 in the
above-captioned proceeding. This Erratum corrects the Order as follows.

Paragraphs 33-35 are revised to read:

33\. The Applicants argue that in the *ALLTEL-Western Wireless Order*
the Commission concluded that the relevant market participants were
facilities-based cellular, PCS, and SMR carriers.^112^ Further, they
assert that a reseller is unable to develop new or innovative services
and its ability to price competitively is based on the rate it pays to
the underlying facilities-based carrier.^113^ They also argue that, if
the Commission counted resold spectrum against an applicant, it
[wou](#bookmark0-1)ld undermine a reseller's ability to become a
facilities-based mobile telephony provider[.^114^](#bookmark1) Thus, the
Applicants contend that spectrum on which a carrier has resale rights
should not be considered attributable for purposes of a competitive
analysis[.^115^](#bookmark3) Under Commission precedent, we generally
limit our competitive analysis to facilities-based carriers,

^\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_^

[]{#bookmark0-1 .anchor}^112^ Applicants March 1, 2006 Joint Opposition
at 12; s*ee also ALLTEL-Western Wireless Order*, 20 FCC Rcd at 13071 ¶
39.

[]{#bookmark1 .anchor}^113^ Applicants March 1, 2006 Joint Opposition at
12-13; Applicants September 13, 2006 Joint Response at 15, 17-18.

^114^ Applicants August 8, 2006 Joint Opposition at 16.

[]{#bookmark3 .anchor}^115^ Applicants March 1, 2006 Joint Opposition at
13; Applicants August 8, 2006 Joint Opposition at 15-16; Applicants
September 13, 2006 Joint Response at 17.

either nationwide or regional, excluding MVNOs and resellers from
consideration when computing initial concentration measures. The
Commission has acknowledged, however, that non-facilities based service
options have an impact in the marketplace and in some instances may
provide additional constraints against anti-competitive
behavior[.^116^](#bookmark4)

34\. Our review of the *Resale Agreement* between GCI and Dobson
indicates that GCI is limited in its ability to set price and to offer
innovative and new products and services and does not have the ability
to constrain anti-competitive behavior in the relevant markets.^117^
Specifically, the *Resale Agreement* prohibits GCI from:
\[REDACTED\]^118^ \[REDACTED\]^119^ \[REDACTED[\].^120^](#bookmark7)
There is also no difference in either GCI's or Dobson's network coverage
footprint which is often an important differentiation between mobile
telephony carriers.[^121^](#bookmark8) Finally, even though the *Resale
Agreement* allows for non-price product differentiation by GCI through
\[REDACTED\], we find that this limited amount of non-price product
differentiation does not allow GCI to significantly impact the
market[.^122^](#bookmark9) MTA Wireless and ACS Wireless, after
reviewing the *Resale Agreement*, also acknowledge that GCI will not
compete with Dobson on \[REDACTED[\].^123^](#bookmark11)

35\. In sum, after review of the *Resale Agreement*, we do not find that
GCI should be considered the competitive equivalent of a
facilities-based carrier. For purposes of this transaction, consistent
with Commission precedent, we exclude GCI's subscribers from the
combined entity's total when computing initial measures of market
concentration. Nevertheless, because non-facilities based service
options such as those offered by GCI throughout its *Resale Agreement*
with Dobson may have some impact in the marketplace,^124^ we consider
the role of MVNOs and resellers in our analysis of the likely
competitive effects of this transaction[.^1^](#bookmark13)^25^

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_[]{#bookmark4 .anchor}

^116^ *See DoCoMo-Guam Cellular Order*, FCC 06-167 at 17 ¶ 22;
*ALLTEL-Midwest Wireless Order*, FCC 06-146 at 19 ¶ 33; *Sprint-Nextel
Order*, 20 FCC Rcd at 13991 ¶ 58; *ALLTEL-Western Wireless Order*, 20
FCC Rcd at 13070-71 ¶¶ 38-39; *Cingular-AT&T Wireless Order*, 19 FCC Rcd
at 21563 ¶ 92. To date, in evaluating mergers among wireless carriers,
the Commission has not included resellers or MVNOs in its initial
screen.

^117^ *See generally Resale Agreement*.

^118^ *Resale Agreement* at Art. I, 3(b)(iv), 3(c).

[]{#bookmark7 .anchor}^119^ *Resale Agreement* at Art. I, 2(a).

[]{#bookmark8 .anchor}^120^ \[REDACTED\] *Resale Agreement* at Art. I ,
3(b)(iii).

[]{#bookmark9 .anchor}^121^ *Resale Agreement* at Art. I, 2(a). *See
also Eleventh Competition Report*, FCC 06-142 at ¶¶ 130-135;
*Sprint-Nextel Order,* 20 FCC Rcd at 14002 ¶ 95; *ALLTEL-Western
Wireless Order,* 20 FCC Rcd at 13077 ¶ 59; *Cingular-AT&T Wireless
Order,* 19 FCC Rcd at 21573 ¶ 125.

^122^ *Resale Agreement* at Art. I, 2(a)(iii), 3(c), 3(d), 3(e).
\[REDACTED\] *Resale Agreement* at Art. I, 3(d). GCI awards a bonus
number of miles for signing a contract as well as awards one mile for
every dollar spent on mobile telephony service. *See*
[[http://www.gci.com/forhome/cellular/gsmfactsbenefitsfaqs.htm]{.underline}](http://www.gci.com/forhome/cellular/gsmfactsbenefitsfaqs.htm)
(last visited Dec. 15, 2006).

[]{#bookmark11 .anchor}^123^ MTA Wireless July 24, 2006 Comments at 11,
17 \[REDACTED\]. ACS Wireless September 6, 2006 Comments at 10
\[REDACTED\].

^124^ *Sprint-Nextel Order,* 20 FCC Rcd at 13991 ¶ 58; *ALLTEL-Western
Wireless Order,* 20 FCC Rcd at 13070-71 ¶ 38; *Cingular-AT&T Wireless
Order,* 19 FCC Rcd at 21563 ¶ 92.

[]{#bookmark13 .anchor}^125^ *See* Section IV.B.3, *infra*.

Paragraph 41 is revised to read:

41\. MTA Wireless contends that the Commission should attribute 125 MHz
of spectrum to GCI. This would include: (1) all 30 MHz of GCI's B-block
PCS license; (2) Alaska DigiTel's 30 MHz of spectrum holdings
post-transaction (the 15 MHz A-block PCS license and Denali's 15 MHz
A-block PCS license that Alaska DigiTel would acquire from Denali); (3)
Dobson's 55 megahertz of spectrum (both its 25 MHz cellular license and
its 30 MHz C-block PCS license in Anchorage); ^138^ and (4) 10 MHz of
PCS spectrum in Anchorage held by SprintCom, a Sprint Nextel
subsidiary[.^139^](#bookmark14) In particular, MTA Wireless argues that
Dobson's spectrum should be attributed to GCI because the GCI-Dobson
resale agreement essentially makes GCI and Dobson technical and
operational partners,^140^ and contends that the SprintCom spectrum
should be attributed because of roaming and service agreements that
SprintCom currently has with Alaska DigiTel to serve Sprint Nextel
customers[.^141^](#bookmark16) ACS Wireless, meanwhile, contends that
the Commission should attribute 115 MHz of spectrum to GCI, generally
agreeing with MTA Wireless's contentions with respect to attributing
GCI's 30 MHz, Alaska DigiTel's 30 MHz, and Dobson's 55 MHz of spectrum
to GCI[.^142^](#bookmark17) MTA Wireless and ACS Wireless ask the
Commission to deny the applications or designate the applications for an
evidentiary hearing[.^143^](#bookmark18) ACS Wireless and MTA Wireless
further contend that, if the Commission grants the applications, it
should order GCI to divest spectrum[.^144^](#bookmark20)

Paragraph 44 is revised to read:

44\. *GCI's 30 MHz of PCS spectrum.* The Applicants contend that, for
purposes of the Commission's review of spectrum aggregation, only 20 of
the 30 MHz of the spectrum that GCI currently holds under its PCS
license should be attributed to GCI because it is leasing 10 MHz of its
PCS spectrum to Dobson pursuant to a long-term *de facto* transfer
spectrum leasing arrangement.^147^ MTA Wireless and ACS Wireless
disagree, arguing that the Commission should attribute all 30 MHz of
GCI's B-block PCS license to GCI[.^148^](#bookmark22)

[]{#bookmark14 .anchor}^138^ MTA Wireless Petition to Deny at 9-11; MTA
Wireless July 24, 2006 Comments at 19; MTA Wireless September 6, 2006
Comments at 22.

^139^ MTA Wireless August 2, 2006 Comments at 4; MTA Wireless September
6, 2006 Comments at 27.

[]{#bookmark16 .anchor}^140^ MTA Wireless July 24, 2006 Comments at
12-14.

[]{#bookmark17 .anchor}^141^ MTA Wireless August 2, 2006 Comments at 4;
MTA Wireless September 6, 2006 Comments at 27.

[]{#bookmark18 .anchor}^142^ ACS Wireless July 21, 2006
Comments/Petition at 6, 8-9; ACS Wireless September 6, 2006 Comments at
15-17; MTA Wireless August 2, 2006 Comments at 4-5.

^143^ MTA Wireless Petition to Deny at 2, 7, 15; MTA Wireless December
4, 2006 Comments at 1; ACS Wireless July 21, 2006 Comments/Petition at
5, 20.

[]{#bookmark20 .anchor}^144^ ACS Wireless July 21, 2006
Comments/Petition at 5, 20; MTA Wireless August 2, 2006 Comments at
10-11. MTA Wireless argues that this capacity should be made available
for lease or acquisition. MTA Wireless December 4, 2006 Comments at 5.

^147^ Application Exhibit 1 at 4; Applicants March 1, 2006 Joint
Opposition at 10-11; Applicants August 8, 2006 Joint Opposition at
22-23. The Applicants argue that the 10 MHz of spectrum leased to Dobson
should not be attributed to GCI. This spectrum was first leased pursuant
to a spectrum manager lease. *See* Notification of Spectrum Manager
Lease between Dobson and GCI, File No. 0001825292 (filed July 30,
2004);. Application Exhibit 1 at 4. We note, however, that GCI
subsequently filed a long-term *de facto*

Paragraph 47 is revised to read:

47\. The parties have submitted extensive pleadings in support of their
respective contentions. Specifically, MTA Wireless contends that GCI
would be obtaining both *de jure* and *de facto* control of Alaska
DigiTel and thus should be attributed with its 30 MHz of spectrum.^152^
MTA Wireless cites to provisions in the *Operating Agreement* to support
its claim that GCI would have *de facto* control of Alaska DigiTel --
including GCI's majority equity position, GCI's veto rights over major
managerial decisions, GCI's veto power over the adoption of Alaska
DigiTel's annual budget, and GCI's right to acquire the remaining
minority ownership interest in Alaska DigiTel[.^153^](#bookmark23-1) ACS
Wireless agrees with MTA Wireless's arguments about attributing Alaska
DigiTel spectrum to GCI because of the degree of interest it would be
acquiring in Alaska DigiTel[.^154^](#bookmark24) In addition, ACS
Wireless contends that GCI's investor presentation at its 2006 annual
stockholder meeting suggested that it planned to manage and/or develop
Alaska DigiTel as part of GCI's own business
strategy[.^155^](#bookmark25) ACS Wireless and MTA Wireless recommend
that the Commission adopt conditions that would prevent GCI from
exercising control over Alaska

DigiTel[.^156^](#bookmark27)

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(continued from previous page) transfer lease application and is
currently leasing this spectrum along with an additional 2 MHz of
spectrum to Dobson pursuant to a long-term *de facto* transfer leasing
arrangement. *See* Application for Dobson to *De Facto* Transfer Lease
Spectrum held by GCI, File No. 0002134968 (filed April 22, 2005).

[]{#bookmark22 .anchor}^148^ MTA Wireless Petition to Deny at 10; ACS
Wireless July 21, 2006 Comments/Petition at 6 n21. Among other things,
MTA Wireless argues that the current GCI/Dobson spectrum leasing
arrangement is limited to three years, and expires in approximately 30
months, and thus the Commission should continue to attribute it to GCI.
MTA Wireless Petition to Deny at 10. \[REDACTED\]. GCI will have access
to the spectrum it leases to Dobson in the long run. ACS Wireless July
21, 2006 Comments/Petition at 6 n.21.

[]{#bookmark23-1 .anchor}^152^ MTA Wireless March 13, 2006 Reply at 4-9;
MTA Wireless July 24, 2006 Comments at 3-9, 18; MTA Wireless September
6, 2006 Comments at 3-20; MTA Wireless December 4, 2006 Comments at 2.
For instance, MTA Wireless argues that the Commission should apply its
traditional rules governing *de jure* and *de facto* control of the
post-transaction licenses and conclude that GCI will have both. MTA
Wireless July 24, 2006 Comments at 5-9, 18 (discussing various control
analyses, including Application of Baker Creek Communications, L.P*.*,
DA 98-1921, *Memorandum Opinion and Order*, 13 FCC Rcd 18709 (1998)).

[]{#bookmark24 .anchor}^153^ MTA Wireless July 24, 2006 Comments at 3-9,
18; MTA Wireless September 6, 2006 Comments at 12- 18. MTA Wireless
argues that by exercising control over Alaska DigiTel's budget, GCI will
effectively be able to control the identification and funding of all the
operational aspects of Alaska DigiTel. Further, MTA Wireless contends
that GCI, through its unconditional right to acquire the remaining
minority interest in Alaska DigiTel, will be able to exercise control
because if the Board of Managers chooses to defy GCI, GCI will be able
to buy them out. MTA Wireless July 24, 2006 Comments at 7, 10-11.

[]{#bookmark25 .anchor}^154^ ACS Wireless July 21, 2006
Comments/Petition at 4, 6-8; ACS Wireless September 6, 2006 Comments at
2, 4, 24 -28; ACS Wireless December 4, 2006 Comments at 3.

^155^ ACS Wireless July 21, 2006 Comments/Petition at 8, Exhibit B
(noting that, at the presentation, GCI included Alaska DigiTel's
subscribers in its wireless subscriber count and presented the wireless
sector, including Alaska DigiTel, as a major growth area).

[]{#bookmark27 .anchor}^156^ These conditions include eliminating GCI's
ability to veto certain Alaska DigiTel managerial decisions, eliminating
GCI's right to requiring the remaining interest in Alaska DigiTel, and
prohibiting GCI from consolidating Alaska DigiTel's financial statements
with its own. ACS Wireless September 6, 2006 Comments at 36-37; ACS
Wireless December 4, 2006 Comments at 4-5; MTA Wireless December 4, 2006
Comments at 3.

Paragraphs 51-57 are revised to read:

51\. Specifically, MTA Wireless and ACS Wireless contend that all of
Dobson's spectrum holdings should be attributed to GCI due to the 2004
*Resale Agreement*, its companion *Letter of Intent*, and the *Lease
Agreements*. MTA Wireless and ACS Wireless argue that these agreements
reveal a collaborative relationship that encompasses Dobson's access to
GCI's spectrum through leasing and GCI's reliance on Dobson's platform
and reselling of Dobson's wireless services without the need to build
its own infrastructure. They also allege that the *Resale Agreement*
establishes close and strategic cooperation with regard to \[REDACTED\],
and thus shows that GCI and Dobson are not acting as competitors but
instead as partners. MTA Wireless and ACS Wireless assert that the
*Letter of Intent* further substantiates the alleged collaborative
relationship evidenced by the *Resale Agreement*.^163^ The *Letter of
Intent*, executed at the same time as the *Resale Agreement*, sets forth
an additional agreement between GCI and Dobson to engage in further
discussions and good faith negotiations on possible future cooperative
arrangements, including \[REDACTED[\].^164^](#bookmark28-1) Finally, MTA
Wireless and ACS Wireless contend that the close relationship has been
constructed with the express prospect of GCI ultimately acquiring
Dobson's wireless assets in Alaska[.^165^](#bookmark29) MTA Wireless and
ACS Wireless request that the Commission broaden its previous general
information request to require Applicants to produce all other documents
that might exist between GCI and Dobson relating to possible
cooperation[.^166^](#bookmark30) Further, ACS Wireless requests that the
Commission require GCI to end any further negotiations with Dobson
regarding matters (discussed above) referenced in the *Letter of
Intent*[*.*^167^](#bookmark31) Finally, MTA Wireless requests that the
Commission condition approval of this transaction on elimination of
several elements in the *Resale Agreement*[.^168^](#bookmark33)

52\. The Applicants present several arguments as to why Dobson's
spectrum should not be attributed to GCI. The Applicants contend that
there is no legal precedent for MTA Wireless's and ACS Wireless's
position and that the Commission has never considered resale agreements
when assessing spectrum aggregation, stating that the Commission's focus
generally is on assessing facilities-based competition in the market.
They assert that, as a reseller of Dobson's services, GCI neither owns
nor controls any of Dobson's network facilities, and is beholden to
Dobson for all critical aspects of service deployment, including
\[REDACTED\]. They state that if an applicant acting as a reseller is
attributed with the spectrum associated with a resale of mobile
telephony services, then the Commission would be undermining the ability
of the reseller to become a facilities-based provider in its own right.
As for collaboration, the Applicants state that the general cooperation
procedures are necessary features of a reseller agreement and are
appropriately designed to give the reseller notice of network changes
and input on certain

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

[]{#bookmark28-1 .anchor}^163^ MTA Wireless July 24, 2006 Comments at
9-18; MTA Wireless September 6, 2006 Comments at 21-25; MTA Wireless
September 25, 2006 Comments 1-5; MTA Wireless December 4, 2006 Comments
at 3; ACS Wireless July 21, 2006 Comments/Petition at 9; ACS Wireless
September 6, 2006 Comments at 8-12, 16-18; ACS Wireless September 27,
2006 Comments at 1-6; ACS Wireless December 4, 2006 Comments at 2-3.

[]{#bookmark29 .anchor}^164^ See generally Letter of Intent.

[]{#bookmark30 .anchor}^165^ MTA Wireless September 6, 2006 Comments at
24-25; ACS Wireless September 6, 2006 Comments at 11-12.

[]{#bookmark31 .anchor}^166^ MTA Wireless September 25, 2006 Comments at
4-5; ACS Wireless September 6, 2006 Request for Supplemental Documents
at 1-3; ACS Wireless September 27, 2006 Comments at 5.

^167^ ACS Wireless September 27, 2006 Comments at 6-7; MTA Wireless
December 4, 2006 Comments at 4.

[]{#bookmark33 .anchor}^168^ These elements include \[REDACTED\] and the
"other cooperative arrangements" that are parts of the Resale Agreement.
MTA Wireless December 4, 2006 Comments at 4.

operational issues.^169^ As regards the good faith negotiations
discussed in the Letter of Intent, GCI states that there has been no
progress on any of these topics and argues that this verifies that GCI
and Dobson are acting independently and on an arms-length
basis[.^170^](#bookmark34) Finally, the Applicants point out that any
later effort by GCI to acquire Dobson's Alaska properties would have to
be approved by the Commission[.^171^](#bookmark36)

53\. We are not persuaded that Dobson's spectrum should be attributed to
GCI for purposes of our competitive analysis. Such a decision would
depart from Commission practice not to attribute spectrum associated
with a resale of mobile telephony services to the
reseller[.^172^](#bookmark37) As discussed above, as a general matter
the Commission has not considered resellers to be competitors for
purposes of conducting the initial screen. A reseller generally does not
have the ability to control price, service, coverage, or contract terms,
and our examination of the Resale Agreement and the Letter of Intent
establishes \[REDACTED[\].^173^](#bookmark38) Further, in contrast to
its ownership interest in Alaska DigiTel (where we attribute Alaska
DigiTel's spectrum, as discussed above), GCI holds no ownership interest
in Dobson, and thus does not have any of the influence over Dobson that
would be associated with ownership interests. Consistent with our
determination above that GCI not be considered the competitive
equivalent of a facilities-based carrier, we would not expect that GCI
in its role as reseller would act as a full competitor with Dobson.

54\. After examining these agreements, we find that nothing in them
changes the fact that GCI, a reseller, does not have control over
Dobson's spectrum or its business decisions related to use of that
spectrum. As Applicants suggest, significant cooperation and
communication between Dobson and its reseller is appropriate, and does
not mean here that Dobson's spectrum should be attributed to GCI. Even
though the *Resale Agreement* provides GCI with \[REDACTED\], this is
consistent with the general practice associated with resale arrangements
to provide a reseller with the ability to accommodate technical and
operational changes to the network and does not provide GCI with the
ability to control these changes.^174^ In the *Resale Agreement*, Dobson
agrees \[REDACTED[\].^175^](#bookmark40) This provision does not give
GCI any control over Dobson's decisions with regard to the use of its
spectrum or the development of its network, and thus does not give rise
to any potential competitive harm. The *Letter of Intent*, which by its
own terms is merely an agreement to negotiate in good faith, likewise
does not give GCI any control over Dobson's business decisions. Indeed,
the fact that GCI and Dobson have reached no agreement on any of the
topics in the *Letter of Intent* in almost two and a half years
demonstrates that GCI does not have the ability to influence Dobson's
network decisions. Finally, we observe that even were Dobson ultimately
to implement the network and service enhancements suggested as
possibilities

[]{#bookmark34 .anchor}

^169^ Applicants March 1, 2006 Joint Opposition at 12-14; Applicants
August 8, 2006 Joint Opposition at 15- 22; Applicants September 13, 2006
Joint Response at 15-20.

^170^ *Letter of Intent* at 1-2.

[]{#bookmark36 .anchor}^171^ Applicants September 13, 2006 Joint
Response at 19.

[]{#bookmark37 .anchor}^172^ *See DoCoMo-Guam Cellular Order*, FCC
06-167 at 17 ¶ 22; *ALLTEL-Midwest Order*, FCC 06-146 at 19 ¶ 33;
*Sprint-Nextel Order*, 20 FCC Rcd at 13991 ¶ 58; *ALLTEL-Western
Wireless* Order, 20 FCC Rcd at 13070-71 ¶ 38; *Cingular-AT&T Wireless
Order*, 20 FCC Rcd at 21563 ¶ 92.

[]{#bookmark38 .anchor}^173^ *See* Section IV.B.1(d), *supra*.

^174^ *Resale Agreement* at Art. I, 3(b)(v). To the extent that this
\[REDACTED\] raises the potential for coordinated interaction, we
address that issue below. *See* Section IV.B.3(b), *infra.*

[]{#bookmark40 .anchor}^175^ *Resale Agreement* at Art. I, 9 (b). *See
also* \[REDACTED\], Art. III, 18 \[REDACTED\].

in the *Letter of Intent*, GCI still would not have any control over
Dobson, and the network improvements could result in public interest
benefits in providing additional services to the public. Having
requested and reviewed the documents most relevant to our examination of
the GCI-Dobson relationship, we do not believe additional information is
necessary at this time, and we deny the requests of MTA Wireless and ACS
Wireless that the Commission seek additional information on this
matter^176^ as well as their requests for additional conditions on the
*Resale Agreement* and *Letter of Intent*[.^177^](#bookmark42)

*55. SprintCom's 10 MHz of PCS spectrum in Anchorage.* MTA Wireless
asserts that 10 MHz of PCS spectrum in the Anchorage market held by
SprintCom, a subsidiary of Sprint Nextel, should be attributed to GCI
when the Commission considers spectrum aggregation.^178^ MTA Wireless
bases its argument on its and ACS Wireless's joint contention that GCI
will be acquiring control of Alaska DigiTel under the proposed
transaction, and that Alaska DigiTel currently is providing roaming and
other services to Sprint Nextel[.^179^](#bookmark43) Both argue that
GCI's interests will be able to competitively align itself with
SprintCom, increasing its market power[.^180^](#bookmark44) Further, MTA
Wireless and ACS Wireless argue that, even though both the Alaska
DigiTel-Sprint Nextel *Service Agreement* will terminate in December
2006, the future status of the joint network^181^ is unknown, and
therefore there may be an ongoing relationship between Sprint Nextel and
Alaska DigiTel[.^182^](#bookmark46) MTA Wireless claims the
post-termination status of the joint network may be relevant to the
Commission's analysis of this transaction[.^183^](#bookmark48)

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

^176^ Of course, we note that were GCI ultimately to seek to acquire
Dobson, which is not before us, we would attribute Dobson's spectrum to
GCI when evaluating potential competitive concerns.

[]{#bookmark42 .anchor}^177^ This includes any condition relating to the
spectrum leasing arrangements that, as we discuss elsewhere, are
consistent with Commission policies. *See* Section IV.B.4(a), *infra*.
Also, we have already taken GCI's leased spectrum into account in
evaluating the spectrum aggregation issues related to this proposed
transaction when we attributed all of the leased spectrum to GCI. *See*
paras. 44-45, *supra.*

[]{#bookmark43 .anchor}^178^ MTA Wireless August 2, 2006 Comments at 4.
SprintCom holds the 10 MHz D-block PCS license in BTA014 Anchorage,
Alaska.

[]{#bookmark44 .anchor}^179^ ACS Wireless July 21, 2006
Comments/Petition at 6; ACS Wireless December 4, 2006 Comments at 2. ACS
Wireless and MTA Wireless argue that the Commission should request the
Applicants to submit any agreements it has with Sprint Nextel concerning
the use by Sprint Nextel of Alaska DigiTel's facilities in Alaska as
well as any other cooperative arrangements between or among the parties
for the provision of mobile telephony services. *See id*. at 14; MTA
Wireless August 2, 2006 Comments at 4. In the *Agreement Between
Applicants, MTA Wireless*, *and ACS Wireless* Alaska DigiTel agreed to
\[REDACTED\]. See *Agreement Between Applicants, MTA Wireless, and ACS
Wireless* at 2. Alaska DigiTel provided the *Roaming Agreement* and the
*Service Agreement* to MTA Wireless and ACS Wireless. *See* MTA Wireless
September 6, 2006 Comments at 25; ACS Wireless September 6, 2006
Comments at 17-18 n.58. On October 10, 2006, Alaska DigiTel filed a
letter stating that they had provided Wireless Telecommunications Bureau
staff with copies of the Sprint-Alaska DigiTel Roaming Agreement and
Service Agreement. *See* Sprint Agreement Letter.

^180^ACS Wireless July 21, 2006 Comments/Petition at 6; MTA Wireless
August 2, 2006 Comments at 4.

^181\[^REDACTED\] See \[REDACTED\]at 2. \[REDACTED\].

^182^ MTA Wireless September 6, 2006 Comments at 27; ACS Wireless
September 6, 2006 Comments at 17- MTA 18 n.58

[]{#bookmark48 .anchor}^183^ MTA Wireless September 6, 2006 Comments at
27-28.

56. The Applicants argue that the Commission should reject MTA
    Wireless's and ACS Wireless's arguments that are based upon the
    *Roaming Agreement* and the *Service Agreement* between Sprint
    Nextel and Alaska DigiTel. The Applicants contend that MTA Wireless
    even concedes that the *Service Agreement* expires in December 2006
    and that notice has been given that this agreement will not be
    renewed. Therefore, the Applicants reason that MTA Wireless's and
    ACS Wireless's contentions amount to unsupported speculation that
    these agreements would be harmful to
    competition[.^184^](#bookmark49)

57. After review of the record, including the *Roaming Agreement* and
    the *Service Agreement*, we do not find evidence that there will be
    an ongoing relationship between Sprint Nextel and Alaska DigiTel
    that would result in competitive harm. Furthermore, the provisions
    of the *Roaming Agreement* do not provide Alaska DigiTel with
    control or influence over Sprint Nextel spectrum in Anchorage, and
    therefore we conclude that, post-transaction, GCI will not have
    either control or influence over the Sprint Nextel spectrum. Lastly,
    on \[REDACTED\], Sprint Nextel provided notice to Alaska DigiTel
    that it was terminating the *Service Agreement*, and therefore the
    *Service Agreement* would expire on December 15, 2006.^185^ Further,
    the *Service Agreement* provides specific termination provisions
    that require: \[REDACTED[\].^186^](#bookmark50) Therefore,
    \[REDACTED\], the joint network would no longer exist since Sprint
    Nextel and Alaska DigiTel would regain sole possession of their
    respective facilities/sites[.^187^](#bookmark52)

Paragraphs 62-64 are revised to read:

62. MTA Wireless and ACS Wireless both argue that there currently are
    four competitors in the Anchorage market -- ACS Wireless, Alaska
    DigiTel, Dobson, and GCI (as a reseller) -- and that this
    transaction would result in a reduction of actual competitors from
    four to three, resulting in competitive harm.^198^ MTA Wireless and
    ACS Wireless also argue that because of the Alaska DigiTel-Sprint
    Nextel and the GCI-Dobson relationships, respectively, the
    Commission should conclude that, post-transaction, there would only
    be two competing groups of mobile telephony carriers in the
    Anchorage market -- the GCI-Alaska DigiTel-Dobson-Sprint Nextel
    group and the ACS Wireless group[.^199^](#bookmark54)

[]{#bookmark49 .anchor}^184^ Applicants September 13, 2006 Joint
Response at 26-27.

[]{#bookmark50 .anchor}^185^ *See* Notice of Service Agreement
Termination Letter.

^186^ *See Service Agreement* at 5.

[]{#bookmark52 .anchor}^187^ \[REDACTED\] Since the *Letter of Intent*
does not demonstrate that GCI would have access to Sprint Nextel's
spectrum, it similarly does not persuade us that we should attribute
Sprint Nextel's spectrum to GCI.

^198^ MTA Wireless Petition to Deny at 5-6; MTA Wireless December 4,
2006 Comments at 4.

[]{#bookmark54 .anchor}^199^ MTA Wireless August 2, 2006 Comments at 4;
MTA Wireless December 4, 2006 Comments at 4; ACS Wireless December 4,
2006 Comments at 2. For discussion of GCI-Dobson relationship, *see*
paras. 50-54, *supra*. For discussion of the Alaska DigiTel and Sprint
Nextel relationship, *see* paras. 55-57, *supra*.

63\. ACS Wireless analyzes the impact of this proposed transaction on
market concentration based on the assumption that GCI is a fully
independent competitor in the market. In particular, using the
subscriber totals submitted by GCI and Alaska DigiTel plus its own
subscriber data for itself and Dobson, ACS Wireless calculates the HHI
and the change in HHI that would result from the transaction in three
Boroughs -- Anchorage, Juneau, and Matanuska-Susitna. ACS Wireless
argues that the HHI increases and the overall HHI totals far exceed the
levels found acceptable in prior proceedings. More specifically, the
estimates reveal a post-transaction HHI \[REDACTED\] in all three
markets, and a change in HHI \[REDACTED\]. ACS Wireless concludes that
these estimates demonstrate a significant potential for anticompetitive

effects[.^200^](#bookmark55)

64\. The Applicants argue that, both pre- and post-transaction, there
will be four primary providers of mobile telephony service -- ACS
Wireless, Alaska DigiTel, Dobson, and GCI reselling over Dobson's
network -- and that Alaska DigiTel will continue to compete on all
aspects of providing mobile telephony service, including price. Also,
the Applicants argue that ACS Wireless fails to show any significant
potential for anticompetitive effects based on the HHI measure of market
concentration. The Applicants reject ACS Wireless's contention that the
estimated HHI increases and overall post-transaction HHI totals far
exceed the levels found acceptable in prior proceedings. The Applicants
further argue that none of the data put forth by ACS Wireless supports
either of the two alternative theories of possible competitive harm
recognized by the Commission -- namely, unilateral effects or
coordinated interaction -- in any of the three local geographic markets
analyzed. The Applicants also stress that the combined GCI- Alaska
DigiTel would have \[REDACTED\] in Anchorage. Similarly, the Applicants
note that the combined GCI-Alaska DigiTel market share in
Matanuska-Susitna \[REDACTED[\].^201^](#bookmark56)

Paragraph 76 is revised to read:

76\. After reviewing the agreements submitted into the record, we
conclude that GCI's and Alaska DigiTel's relationships with other
carriers is unlikely, post-transaction, to provide either GCI or Alaska
DigiTel with the incentive or ability to raise prices, reduce service
quality, or restrict output in the mobile telephony market.
Post-transaction, GCI will continue to resell Dobson mobile telephony
services subject to the *Resale Agreement* which includes restrictions
on the \[REDACTED\] for those services[.^220^](#bookmark57) Therefore
post-transaction, consumers will continue to choose from three
independent actual competitors -- Alaska DigiTel, ACS Wireless, and
Dobson -- as well as GCI as a reseller. Further, in each of the four
CMAs in Alaska, \[REDACTED[\].^221^](#bookmark58) Therefore, it is
unlikely that, post-transaction, GCI or Alaska DigiTel would be able to
successfully unilaterally raise price or reduce service in any relevant
market in Alaska.

[]{#bookmark55 .anchor}^200^ ACS Wireless September 6, 2006 Comments at
20-21, Exhibit B; Declaration of Robert Doucette filed on behalf of ACS
Wireless, Inc. (Sept. 6, 2006).

[]{#bookmark56 .anchor}^201^ Applicants September 13, 2006 Joint
Response at 20-22.

^220^ *See Resale Agreement* Art. I, 2(a) ,3(b)(iv).

[]{#bookmark58 .anchor}^221^ Using June 2006 NRUF data and excluding
GCI's subscribers from market share calculations, \[REDACTED\].

Paragraphs 78-84 are revised to read:

78\. MTA Wireless argues that this transaction requires an analysis of
potential coordinated interaction because there is a loss of a
competitor in the Anchorage market^225^ and the relationship between
Dobson and GCI meets the Commission's test for explicit and tacit
collusion[.^226^](#bookmark59-1) Further, MTA Wireless and ACS Wireless
contend that the Lease Agreements and the Resale Agreement reflect an
extraordinary degree of cooperation between GCI and
Dobson.[^227^](#bookmark60) In particular, they argue that the recitals
to the Resale Agreement reflect a larger cooperative agreement between
GCI and Dobson that encompasses \[REDACTED\], and that the individual
agreements are "of greater value when taken together than the sum of
each arrangement separately[."^228^](#bookmark61) MTA Wireless and ACS
Wireless argue that the parties have agreed to

\[REDACTED[\].^229^ \[](#bookmark62)REDACTED[\].^230^
\[](#bookmark63)REDACTED\][.^231^](#bookmark65)

79. MTA Wireless also argues that the Lease Agreements, the Resale
    Agreement, and the Letter of Intent show the extent of cooperation
    between GCI and Dobson, and concludes that the strategic
    relationship between Dobson and GCI represents coordinated
    interaction of direct competitors.^232^ MTA Wireless claims that
    Dobson \[REDACTED\][.^233^](#bookmark67)

80. ACS Wireless argues that, post-transaction, GCI would have a
    significant incentive and ability to coordinate with other
    firms[.^234^](#bookmark68) Further, ACS Wireless argues that, given
    the relationship between GCI and Dobson, any explicit or tacit
    collusive behavior would have a significant impact on the mobile
    telephony market in Alaska. ACS Wireless also argues that GCI would
    have strong financial incentives to coordinate its GCI-branded
    offering with Alaska DigiTel and would not treat Alaska DigiTel as a
    fully separate competitor[.^235^](#bookmark69) ACS Wireless contends
    that GCI's 78 percent ownership interest in Alaska DigiTel gives GCI
    incentives to minimize direct product or service competition
    wherever possible. Further, ACS Wireless claims that it would not be
    in GCI's interest to cannibalize its own wireless service,
    especially its[]{#bookmark57 .anchor}

^\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_^

[]{#bookmark59-1 .anchor}^225^ MTA Wireless Petition to Deny at 14; MTA
Wireless March 13, 2006 Reply at 11.

[]{#bookmark60 .anchor}^226^ MTA Wireless July 24, 2006 Comments at
18-19.

[]{#bookmark61 .anchor}^227^ MTA Wireless July 24, 2006 Comments at
9-10, 17-18; ACS Wireless September 6, 2006 Comments at 8.

[]{#bookmark62 .anchor}^228^ MTA Wireless July 24, 2006 Comments at 10;
ACS Wireless September 6, 2006 Comments at 9.

[]{#bookmark63 .anchor}^229^ MTA Wireless July 24, 2006 Comments at 17;
MTA Wireless September 6, 2006 Comments at 24; ACS Wireless September 6,
2006 Comments at 9-11. The *Resale Agreement* provisions include:
\[REDACTED\]. *See Resale Agreement*; MTA Wireless July 24, 2006
Comments at 11-14. Further, GCI uses the spectrum leasing agreements as
a means to meet its construction deadlines. *See* MTA Wireless July 24,
2006 Comments at 15-16; *see also* paras.87-90, *infra*. \]

^230^ MTA Wireless July 24, 2006 Comments at 17.

[]{#bookmark65 .anchor}^231^ ACS Wireless September 6, 2006 Comments at
11.

^232^ MTA Wireless July 24, 2006 Comments at 14, 17; MTA Wireless
September 25, 2006 Comments at 1- 5. MTA Wireless and ACS Wireless argue
that the *Letter of Intent* further supports their claims of a close
coordinated relationship between Dobson and GCI. *See* MTA Wireless
September 25, 2006 Comments at 1-5; ACS Wireless September 27, 2006
Comments at 2-4. *See also* paras. 50-54, *supra*.

[]{#bookmark67 .anchor}^233^ MTA Wireless July 24, 2006 Comments at
14-15.

[]{#bookmark68 .anchor}^234^ ACS Wireless September 6, 2006 Comments at
13.

[]{#bookmark69 .anchor}^235^ ACS Wireless July 21, 2006
Comments/Petition at 8-9; ACS Wireless September 6, 2006 Comments at 35.

bundled service offerings, because GCI needs to offer its own wireless
product in its bundled services to compete effectively. Therefore,
according to ACS Wireless, if GCI, through its investment, does
strengthen Alaska DigiTel, it is likely to do so in a coordinated
manner[.^236^](#bookmark70)

81\. The Applicants argue that although there are areas where Dobson and
GCI are coordinating, they do not have an adverse effect on the public,
and that GCI can and does compete against Dobson for retail customers.
Further, the Applicants assert that Dobson and GCI have entered into
arms-length agreements with each other that cover a full range of
products and services. However, the Applicants argue that MTA Wireless
and ACS Wireless have failed to prove that these types of agreements are
anticompetitive under the *DOJ/FTC Merger
Guidelines*[.^237^](#bookmark71) Also, the Applicants contend that, in
Anchorage, neither GCI nor Alaska DigiTel would be one of the two
leading carriers, and therefore the transaction would be unlikely to
facilitate coordinated interaction. Finally, the Applicants argue that
neither MTA Wireless nor ACS Wireless has provided any evidence that
coordinated interaction has or would take place as a result of this
transaction[.^238^](#bookmark72)

82\. As a result of our analysis, we do not find that there would be an
increased likelihood of coordinated interaction due to a loss of an
actual, facilities-based service provider as a result of this
transaction[.^239^](#bookmark73) Further, we find that the existing
relationship between Dobson and GCI is not a result of this transaction,
and that allegations raised by MTA Wireless and ACS Wireless are not
transaction specific. However, we find that coordinated interaction
would be more likely and more successful because of certain provisions
of the *Resale Agreement* combined with GCI's seat on Alaska DigiTel's
Board of Managers.

83\. From our review of the *Resale Agreement*, certain provisions
indicate that GCI's investment in Alaska DigiTel/Denali may provide the
ability and incentive for coordinated interaction. In order to meet
various *Resale Agreement* provisions, GCI has \[REDACTED\] may provide
an opportunity for coordinated interaction between Dobson and Alaska
DigiTel through GCI as a conduit of market-sensitive information.^240^
GCI also receives other information about

\[REDACTED[\].^241^ \[](#bookmark74)REDACTED[\].^242^
\[](#bookmark75)REDACTED\][.^243^](#bookmark77)

84\. Further, pursuant to the *Resale Agreement*, both Dobson and GCI
have "relationship Officers" that provide the easy exchange of
information regarding \[REDACTED\].^244^ In addition, the *Resale
Agreement* \[REDACTED[\].^245^](#bookmark79)

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

[]{#bookmark70 .anchor}^236^ ACS Wireless July 21, 2006
Comments/Petition at 8-9.

[]{#bookmark71 .anchor}^237^ Applicants September 13, 2006 Joint
Response at 16-18.

[]{#bookmark72 .anchor}^238^ Applicants September 13, 2006 Joint
Response at 21-22 (citing the *Sprint-Nextel Order*, 20 FCC Rcd at 13999
¶ 85).[]{#bookmark73 .anchor}

^239^ *See* paras. 34-35, 65, *supra*..

[]{#bookmark74 .anchor}^240^ *Resale Agreement* at Art. I, 3(b)(v).

[]{#bookmark75 .anchor}^241^ *Resale Agreement* at Art. I, 4, 7, and 9.

^242^ *Resale Agreement* at Art. I, 10(a)(ii).

[]{#bookmark77 .anchor}^243^ *Resale Agreement* at Art. I, 10(a)(iii);
Billing Access Agreement.

^244^ *Resale Agreement* at Art. I, 8(a)(i).

[]{#bookmark79 .anchor}^245^ *Resale Agreement* at Art. I 8(a)(ii).

Paragraphs 87-88 are revised to read:

87\. MTA Wireless and ACS Wireless contend that GCI is "warehousing" the
spectrum associated with its broadband PCS license because GCI itself is
only using that spectrum to provide fixed wireless service.^248^ MTA
Wireless contends that GCI instead should be using the PCS spectrum to
provide mobile telephony service because of its particular suitability
for that purpose, and because other spectrum not as well-suited for
mobile services could be used to provide fixed wireless
services[.^249^](#bookmark80) MTA Wireless also claims that the spectrum
leasing between GCI and Dobson further illustrates GCI's close ties to
Dobson in that it ensured that GCI would meet its build-out requirement
without investing in its own facilities-based
network[.^250^](#bookmark81) Although MTA Wireless acknowledges that GCI
has not committed any "technical infractions" in its use of PCS
spectrum, MTA Wireless nonetheless contends that GCI's action does not
eliminate "the effect of warehousing this spectrum from its original and
primary intended use -- mobile telephony[."^251^](#bookmark82) MTA
Wireless requests that the Commission require GCI to divest 20 MHz of
its PCS license as well as the 15 MHz of the Denali license because this
spectrum is not currently being used to provide mobile telephony
service[.^252^](#bookmark83) ACS Wireless requests that the Commission
require some divestiture of spectrum to reduce post-transaction

spectrum concentration[.^253^](#bookmark85)

88\. In response, the Applicants assert that the Commission's rules do
not require that a broadband PCS license be used to provide mobile
telephony services, and expressly permit the use of that license to
provide fixed wireless service.^254^ As for MTA Wireless's claims about
spectrum leasing, the Applicants point out that Commission rules
expressly allow it to rely on any build-out by its spectrum lessee to
meet the licensee's construction requirements[.^255^](#bookmark87)

Paragraph 90 is revised to read:

90\. The allegations regarding GCI's spectrum lease with Dobson
similarly are not based on any violation of the Commission's buildout
policies. The Commission's secondary markets rules expressly permit a
licensee to rely on any buildout performed by its spectrum lessee
[]{#bookmark80 .anchor}

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

^248^ MTA Wireless Petition to Deny at 12-15; MTA Wireless March 13,
2006 Reply at 12; ACS Wireless September 6, 2006 Comments at 18-20. The
Alaska Telephone Association alleges that GCI desires to "hoard
statewide, wireless spectrum in Alaska by acquiring a 'non-controlling'
78% ownership of Alaska DigiTel." Alaska Telephone Association Comments
at 2.

[]{#bookmark81 .anchor}^249^ *See* MTA Wireless Petition to Deny at 12.

[]{#bookmark82 .anchor}^250^ MTA Wireless July 24, 2006 Comments at 15;
MTA Wireless December 4, 2006 Comments at 4.

[]{#bookmark83 .anchor}^251^ MTA Wireless March 13, 2006 Reply at 13.

^252^ MTA Wireless August 2, 2006 Comments at 10-11; MTA Wireless
December 4, 2006 Comments at 4. MTA Wireless argues that this capacity
should be made available for lease or acquisition. MTA Wireless December
4, 2006 Comments at 5.

[]{#bookmark85 .anchor}^253^ ACS Wireless September 6, 2006 Comments at
37.

^254^ Applicants March 13, 2006 Joint Opposition at 16.

[]{#bookmark87 .anchor}^255^ Applicants August 8, 2006 Joint Opposition
at 23-24.

in order to meet applicable construction requirements pertaining to the
license.^259^ Finally, Commission records show that GCI filed in a
timely manner its five-year and ten-year construction notifications, and
that GCI has met the applicable construction
requirements[.^260^](#bookmark88) Based on the filings before us, we
believe that GCI was relying on the buildout by its spectrum lessee
Dobson to meet the ten-year construction
requirement[.^261^](#bookmark90)

Paragraphs 100-101 are revised to read:

100\. ACS Wireless argues that provisions in the *Resale Agreement*, the
*Letter of Intent*, and the *Operating Agreement* further support its
allegation that, post-transaction, GCI is likely to tie transport and
roaming. According to ACS Wireless, under the *Resale Agreement*, GCI
has already implemented a strategy to \[REDACTED[\].^297^](#bookmark91)
ACS Wireless also argues that GCI can bundle Dobson's wireless services
with its own services at a blended rate. Further, ACS Wireless argues
that the *Operating Agreement* aligns GCI's and Alaska DigiTel's
financial interests through the sharing of Alaska DigiTel's profits and
losses and the consolidation of the two companies' financial statements,
and that this consolidation would permit any losses from pricing one
service below cost to be offset by gains from the other bundled
services.^298^ ACS Wireless also argues that GCI has the ability to
charge below-cost prices for transport services because Section 112 of
Title I of Division J of the Consolidated Appropriations Act, 2005 does
not affect GCI's prices for interstate special access services, and
therefore GCI would have flexibility to offer below-cost transport
pricing if it ties wholesale transport and roaming
services[.](#bookmark93)^299^

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

[]{#bookmark88 .anchor}^259^ *See generally* Promoting Efficient Use of
Spectrum Through Elimination of Barriers to the Development of Secondary
Markets, *Report and Order*, 18 FCC Rcd 20604 (2003) ("*Secondary
Markets First R&O")*, at 20653 ¶¶ 114-115 (spectrum manager leases),
20665 ¶ 146 (long-term *de facto* transfer leases); *see also* 47 CFR §
1.1920(d)(5)(i) (spectrum manager leases), 1.9030(d)(5)(i) (long-term
*de facto* transfer leases). GCI and Dobson have entered into a
long-term *de facto* transfer leasing arrangement. In establishing the
spectrum leasing rules in 2003, the Commission expressly stated that
"\[w\]e will allow licensees using \[the long-term *de facto* transfer\]
leasing option to rely on the activities of their spectrum lessees for
purposes of complying with the build-out requirements that are
conditions of the license authorization." *Secondary Market First R&O*,
18 FCC Rcd at 20665 ¶ 147; *see also* 47 C.F.R. § 1.9030(d)(i) (rules
pertaining to *de facto* transfer leasing arrangements provides that
"\[t\]he licensee may attribute to itself the build-out or performance
activities of its spectrum lessee(s) for purposes of complying with any
applicable build-out or performance requirement").

^260^ For its five-year notification in June 2000, GCI reported that it
had constructed a fixed wireless network in Anchorage, Alaska. *See*
Notification of Construction of KNLF298 by GCI Communication
Corporation, ULS File No. 0000175068 (filed June 23, 2000). This network
consisted of three sites and covered over one- third of the population
of MTA049-Alaska. For its ten-year construction notification in May
2005, GCI reported that it met its buildout obligations based on a
constructed GSM network that covered over two-thirds of the population
of MTA049-Alaska. *See* Notification of Construction of KNLF298 by GCI
Communication Corporation ULS File No. 0002181339 (filed May 31, 2005).
GCI's ten-year notification does not specify whether it is providing a
mobile or a fixed service, but its filing demonstrates a sufficient
signal strength to serve two-thirds of the population in its licensed
area regardless of whether the service is fixed or mobile.

[]{#bookmark90 .anchor}^261^ \[REDACTED\].

^297^ ACS Wireless \[REDACTED\]. ACS Wireless September 6, 2006 Comments
at 23; *Resale Agreement*, Art. II, 2(a)(ii).

^298^ ACS Wireless September 6, 2006 Comments at 22-24.

^299^ ACS Wireless August 14, 2006 Comments at 2.

101\. In addition, ACS Wireless claims that there is no prohibition in
the *Operating Agreement* to prevent GCI from bundling its and Alaska
DigiTel's services.^300^ ACS Wireless also claims that the *Letter of
Intent* shows that GCI is already employing strategies to
\[REDACTED[\].^301^](#bookmark94) ACS Wireless and MTA Wireless argue
that in the *Letter of Intent*, Dobson and GCI commit to enter
negotiations to

\[REDACTED\].^302^

Paragraph 117 is revised to read:

117\. Using the analytical standards outlined above, we find that the
Applicants' proposed transaction poses a risk of coordinated
interaction. That is, certain provisions of the Resale Agreement between
GCI and Dobson indicate that GCI's investment in Alaska DigiTel/Denali
may provide the ability and incentive for coordinated interaction
between Dobson and Alaska DigiTel. Under the Resale Agreement, GCI will
have advance notice of competitively sensitive information about
\[REDACTED\], among other things, and could serve as the conduit for
such information. The proposed relationship between GCI and Alaska
DigiTel, as outlined by the Operating Agreement and Management
Agreement, under which GCI occupies a position on Alaska DigiTel's Board
of Managers, increases the opportunity for such competitively sensitive
information to be conveyed between Alaska DigiTel, GCI, and Dobson,
resulting in coordinated interaction among these service providers.

Paragraph 1 of Appendix A is revised to read:

1\. The Agreement entered into between GCI and Dobson Cellular Systems,
Inc.

("Dobson") as of July 26, 2004 ("Resale Agreement") and the concurrent
letter of intent ("LOI") associated therewith shall be amended prior to
the consummation of the transaction contemplated by the Joint
Applications to provide that:

> \(a\) Any Non-Public Competitively Sensitive Information, as defined
> in paragraph 7 herein (which definition shall be incorporated into the
> Resale Agreement and the LOI), provided by Dobson to GCI shall be
> shall be treated as "Confidential" by GCI.
>
> FEDERAL COMMUNICATIONS COMMISSION
>
> Fred B. Campbell, Jr.
>
> Chief, Wireless Telecommunications Bureau[]{#bookmark91 .anchor}

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

[]{#bookmark94 .anchor}^300^ ACS Wireless September 6, 2006 Comments at
22-23; *see also Operating Agreement* Art. 5, 5.2, 10.5.

^301^ ACS Wireless September 27, 2006 Comments at 4.

^302^ ACS Wireless September 27, 2006 Comments at 4; MTA Wireless
September 25, 2006 Comments at 3; *see also Letter of Intent* at 2.