In the Matter of: )

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SECONDARY MARKET FORUM )

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Volume: 1

Pages: 1 through 145

Place: Washington, DC

Date: May 31, 2000

IN THE UNITED STATES FEDERAL COMMUNICATIONS COMMISSION

In the Matter of: )

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SECONDARY MARKET FORUM )

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Main Commission Meeting Room

Federal Communications

Commission

445 12th Street, S.W.

Washington, D.C.

Wednesday,

May 31, 2000

[APPEARANCES]{.underline}:

DALE HATFIELD, Chief, Office of Engineering and

Technology, FCC

WILLIAM KENNARD, Chairman, FCC

SUSAN NESS, Commissioner, FCC

HAROLD FURCHTGOTT-ROTH, Commissioner, FCC

PETER CRAMTON, Chairman, Spectrum Exchange and

Professor of Economics, University of Maryland

MORGAN O\'BRIEN, Vice Chairman, Nextel

Communications

CARESSA BENNET, Counsel for the Rural

Telecommunications Group

MARK CROSBY, President and CEO, Industrial

Telecommunications Associations

ROBERT PEPPER, Chief, Office of Plans and

Policy, FCC

SHARON CROWE, Vice President, Bandwidth Markets,

Williams Communications

LAURENCE GREEN, Director, Strategy Unit, UK

Radiocommunications Agency

MIKE ANTONOVICH, Senior Vice President, Broadcast

Services, PanAmSat Corporation

[APPEARANCES]{.underline} (Continued):

RICHARD REECE, Chairman, Red Bat Communications

TOM HAZLETT, Resident Scholar, American Enterprise

Institute

RICH BARTH, Vice President and Director of

Telecommunications Strategy and Regulation,

Motorola Corporation

JOE MITOLA, Consulting Scientist, Mitre

Corporation

MICHELLE FARHQUAR, Attorney, Hogan and Hartson

ROBERT SHIVER, Chief Executive Officer and

President, Securicor Wireless Holdings, Inc.

[P R O C E E D I N G S]{.underline}

(9:05 a.m.)

MR. HATFIELD: If we could get started please.

I\'m Dale Hatfield from the Office of Engineering and Technology. And
I\'d like to welcome you to the Federal Communication Commission\'s
public forum on facilitating the development of the secondary markets in
radio spectrum.

In February of this year, many of you may know that Chairman Kennard
spoke at the Cellular Communications Industry Association meeting down
in New Orleans. And he spoke about some of the serious difficulties we
are facing in managing the spectrum to meet the explosive needs of
wireless communications.

No part of our industry has grown as quickly and as competitively as
wireless services. Unfortunately, spectrum is a limited resource and
cannot be duplicated to meet this demand.

Chairman Kennard talked about the need to be creative and innovative in
our spectrum management policies, so that we could enable future growth
and sustain growth in wireless services and avoid spectrum shortages
that would constrain that growth.

In that talk, he raised the idea of a secondary market in spectrum
similar to what is occurring in other commodity markets today. He tasked
us, the Commission, to explore the ways that we could facilitate the
development of such markets to try and not only increase the efficient
use of the spectrum already deployed, but to make spectrum available for
new services.

Now this, of course, is a challenging task. This forum will help the
Commission begin the process by soliciting views from the public. I want
to thank ‑‑ welcome and to thank the panelists in advance for their
participation. I know they are all very busy. And we really do
appreciate their taking the time to come here to give the benefit of
their experience.

I would also like to welcome Commissioner Furchtgott-Roth down to the
left. His presence this morning with Chairman Kennard, of course,
indicates the importance that the Commission places on this issue. So
with that, I\'ll turn the microphone over to our chairman, William
Kennard.

CHAIRMAN KENNARD: Thank you very much, Dale. And thank you all for being
here. This is the beginning of what, I think, should be a very exciting
and engaging debate that we need to have in this country about how to
better manage the spectrum resource for the country. And we need to have
a sense of urgency about how we deal with this issue, because spectrum
is becoming increasingly important.

The Internet is beginning its migration out of the personal computer and
into a whole variety of interesting network, hand‑held, wireless
devices. And that\'s a wonderful thing. And it\'s going to happen fast.

Today in the world, only about six million people are accessing the
Internet over hand‑held wireless devices. And in the next four years,
that number is expected to grow to 1 billion. And today, that six
million people who are using the Internet over wireless devices are
located mainly outside the United States. Over five million of them are
located in Asian countries.

Well, this revolution is just beginning to hit the United States. And
it\'s going to hit us fast. And we\'ve got to be prepared for it. And we
have to be prepared to manage the spectrum more efficiently so that we
can accommodate all these wireless devices.

Now, the good news is that once the Internet makes this migration, it\'s
going to democratize the Internet, because many more people will be able
to access it at using cheaper devices. That\'s the good news. The bad
news is that we are running out of spectrum, particularly the quality
spectrum below 3 gigahertz, which is prime spectrum for mobile
applications.

If you look at the way the Internet consumed bandwith on the wireline
side, you can see why it\'s particularly imperative that we address
spectrum management today. The data traffic on our wireline networks is
doubled about every hundred days.

And if you import that same growth rate to the wireless side of the
house, you can see that we\'ll quickly run out of spectrum. We\'ll have
what I call a spectrum drought if we don\'t very seriously look to
better management techniques for spectrum.

The good news, though, is that when the Commission has addressed these
issues of better spectrum management, we\'ve made progress. If you take
a snapshot of the way we manage spectrum today and compare it to where
we were five to ten years ago, it\'s really a dramatic difference.

And we have spectrum options now, which have greatly improved the
process of licensing spectrum. In fact, the spectrum option process
alone has decreased by 70 percent the time it takes to license spectrum
in this country.

We\'ve moved to geographic wide‑area licensing, which is more
efficiently used as spectrum resource. We have gotten out of the
mentality of what I call the mother‑may‑I approach to spectrum
management where you have to ask the FCC for virtually every conceivable
use of the spectrum. And we\'ve gone to more flexible use.

So if you look at our newest services like PCS, we don\'t mandate what
you use that spectrum for. You can use it for whatever the market will
bear. And so if you look at the improvements that we\'ve made in
spectrum management, you can see that we\'ve improved the process by
importing more market‑based management techniques to managing the
spectrum. And that, of course, is what today\'s forum is all about.

Today\'s forum is about finding ways that the market can better assist
the government in managing the spectrum. I believe that in order to
accomplish this goal of better spectrum management, we have to establish
as a goal that spectrum no longer be a scarce resource in our country,
that we ought to find ways that the spectrum resource can be seen more
as a commodity that can move freely in the marketplace, because that\'s
how spectrum can best meet the market demands of today and of the
future.

We\'ve seen little pockets of the spectrum, the unlicensed spectrum, for
example, where there are no entry barriers. People can freely enter and
exit the marketplace, because they don\'t need a license from the FCC.
And it\'s a wonderful little microcosm of innovation in the unlicensed
spectrum.

And so we need to find ways that we can lower entry barriers across the
board. One way to do it, of course, is by trying to develop a secondary
market for the use of the spectrum. I\'m very excited about this
prospect because, to me, it imports another powerful market‑based tool
to spectrum management and gets us out of this Mother‑may‑I approach to
managing the spectrum.

I like to use the analogy of real estate. If you think of spectrum like
real estate and a block of spectrum being akin to a large office
building, under today\'s management techniques, government tends to
micromanage the process; that is, we give a license to every tenant in
that building.

And every tenant in that building has to come to the FCC and ask us
permission to use a block of spectrum or space in the building. Well,
why not license spectrum in blocks and allow spectrum managers to
license the spectrum to individual tenants? Take government out of the
process.

We have begun that process in a very incremental way in the 700
megahertz auction that we\'ll kick off in the fall where we\'ve imported
the concept of a band manager, a licensee who will come and have a block
of spectrum and move it around among private licensees as the market
demands.

The other thing that we\'re doing here is to look at technology to help
us better manage the spectrum. The secondary markets approach is one of
a number of important spectrum management tools that I\'d like us to
explore.

But we\'ve also, thanks to the leadership of Dale Hatfield and Bob
Pepper, we\'ve kicked off a software‑defined

radio proceeding where we are going to look at software‑defined radio as
an important spectrum management tool.

We also have kicked off a proceeding to look at authorizing ultra-wide
band or pulse radio as a way to better manage the spectrum resource. So
these are all techniques that we should be looking at very seriously as
we move ahead.

I am very pleased that the notion of creating a secondary market for
spectrum has engendered a lot of debate, a lot of discussion, a lot of
interest, because it\'s important that we move ahead quickly on this for
all the reasons I\'ve stated.

So I want to thank you all for being here and thank you for your help
which we really need to better manage this resource. I think if we work
together, government and industry, we can transform the way we manage
spectrum in this country for the benefit of the American public and
really revolutionize the spectrum management tools that we\'re using
today. Thank you very much.

MR. HATFIELD: Thank you, Mr. Chairman. Commissioner Ness has joined us
now here at the front table. Do you have an opening statement?

COMMISSIONER NESS: Thank you very much, Dale. I look forward to the day
when spectrum enables me to avoid the traffic jams that I had coming in
from Bethesda. I\'m truly delighted to be at this gathering, another
opportunity for us to be examining ways in which we can better use this
very valuable resource, spectrum.

And I want to commend the chairman for making spectrum management one of
his top four priorities in his plan for the year 2000, for convening
this forum and other fora to discuss these kinds of issues and for
empaneling the technology advisory which has provided us with so
valuable insights, so many valuable insights into how we can better use
the spectrum.

And he mentioned also that we\'ve examined and have begun proceedings
for new and novel ways of using the spectrum, such as through
software‑defined radio and ultra‑wide band alike. These, I think, are
very, very good techniques.

And I\'m excited about today\'s discussion about how we can find better
ways to eke out more efficient use of existing spectrum that\'s already
allocated or already licensed.

We have a very visible event going on right now. It goes on for a month.
It goes on every two and a‑half years, thereabouts. And that\'s the
World Radio conference. The World Radio conference convenes
approximately 150 countries from around the globe to talk about
allocations of spectrum.

And I\'ve attended three of these conferences over the course of the
last six years. And it\'s been interesting the see how during the course
of the last six years the progress that has been made in thinking about
how we use and reuse and share spectrum. It really is dramatic to see.

Our colleagues abroad have begun to adopt some of the concepts that we
are using here in the United States. Little by little, we\'ve seen that.
We\'ve seen the spectrum auction gather steam.

We\'ve seen some of the other concepts that we\'ve been talking,
including flexibility, begin to take hold in the thinking of other
countries. But also, we have an opportunity to learn from the
experiences and ideas that they are using to make more efficient use of
the spectrum. So I found this to be an extremely valuable exercise.

The discussions today should help us to analyze how we best create
incentives for parties to give up spectrum that\'s lying fallow or that
is not expected to be used for a considerable period of time and to put
it into more productive use.

So I, personally, look forward to hearing your ideas. And, also, knowing
how bad the traffic is going back and forth every day, if I\'m not here
the entire time today, I\'m planning to listen to the proceeding on
cassette, which I oftentimes do. And I will probably have plenty of time
to listen to this over the course of the next few days.

So I want to thank, again, the Chairman for convening this panel. And I
want to pass the microphone over to my colleague, Harold Furchgott-Roth.

COMMISSIONER FURCHGOTT-ROTH: Thank you, Susan. And I, too, want to
commend you, Mr. Chairman, for making spectrum policy one of your top
priorities. It is of viable importance to this Commission and to the
nation, as a whole. I prefer to use the term \"spectrum economics,\" as
opposed to \"spectrum management.\"

And it\'s not merely sort of professional courtesy here. But management
sort of evokes what I would consider a hierachial view of the world. And
there are a lot of economists who have given a lot of thought to
spectrum markets and allocation of spectrum. Allocation issues are,
essentially, economic issues.

We\'re very privileged to have here at the Commission many economists
who have spent much of their career thinking about these matters. I
think Evan Quarrel (phonetic), in particular, in Office of Plans and
Policy has thought about these issues as much as anyone. And we\'re very
privileged to have on the panel today Professor Cramton. And hopefully,
Tom Hays may show up or may not show up. I don\'t know.

There was once a relatively obscure professor at the University of
Virginia who in the 1950\'s and 1960\'s, wrote some \-- what at the time
were almost \-- heretical ideas, ideas that said, you know, initial
allocations don\'t really matter in markets. But if you have efficient
markets, assets will ultimately come to be used by their highest‑value
users.

The assumption, of course, is that you have efficient markets in the
context of today, efficient secondary markets with zero transaction
costs. Liability rules, to some extent, don\'t even matter that much, as
long as you ultimately have efficient markets.

These heretical ideas at the time, ultimately, catapulted this
relatively obscure professor, Ronald Coast, to the University of
Chicago. And these ideas chafed conventional wisdom at the time.

But, ultimately, his ideas became conventional wisdom about how the \--
not only how markets operate, but in fact, overwhelming supremacy,
inevitabilty of markets.

And that is, in essence, what we face today. The issue is not how
markets can aid the government‑managed spectrum. The issue, ultimately,
is how government can establish rules that do not interfere with
markets.

The role of the Commission is not to manage spectrum. In some sense, it
is to let markets develop their powerful beauty, their inevitable way of
letting resources migrate to their best use. And what will it take to do
that?

Well, I think economists such as Ronald Coast would say what we need is
more efficient rights to promote better markets. There are lots of ways
of doing that. I don\'t know that there are simple answers to it.

And together with those property rights, more efficient contract
mechanisms, and more efficient liability rules, those areas ‑‑ property,
contract, liability rules ‑‑ are the necessary ingredients for efficient
markets, whether primary or secondary. And it\'s exactly as the chairman
outlined.

We have those in real estate markets today. When one goes to a building
or to any sort of property development, these rules are in place. And
we, ultimately, wind up with fairly efficient allocation of resources.
If we did not have property rules in place, if we did not have efficient
contract mechanisms, if we did not have liability rules, no power on
earth, no government on earth could wind up with efficient markets.

What we find today in spectrum markets is relatively few transactions
involved in what might be called a secondary market. Once we have
initial allocations for spectrum, they tend to be ossified there.

I\'m reminded of my junior high class in South Carolina state history
which was a state requirement that all 8th grade students take. And in
the early years of the Carolinas, some British king created a set of
lord and proprietors for the Carolinas and sort of assigned all of the
property to these people.

Now, of course, it\'s not clear what right the king had to do this. And
the people he assigned to it were just a bunch of aristocrats in England
who never went to the Carolinas. And I also wondered why the history
book, the 8th grade history book, never went beyond that.

How did we get from these eight lords and proprietors to the allocation
of property that ultimately came to pass? And the answer is ultimately,
while some people may have bothered with those people, it was the
development of local property rights, the local contracts, local
liability rules all under local self‑government that enabled this to all
come to pass, not the proclamation from some distant king to a bunch of
lord and proprietors who, if you had to go kiss their ring every time
you wanted to do a transaction in England, nothing would have ever
happened.

That is the challenge before this Commission. It\'s how do we turn
spectrum into a market? How do we get to a point where the vision of a
Ronald Coast come to pass? How do we get to a point where buying and
selling slivers of spectrum to get to a point where there are these
highly nuanced, highly subtle property rights that can be bought and
sold with relatively costless contracts?

And when those contracts are violated, there are clear liability rules.
And there\'s a clear government mechanism to enforce those contracts and
property rights. How do we get there from where we are today? It\'s a
long path. We will get there, eventually. It is just a matter of time.

There is, in my view, an inevitability to the power of markets that no
government can stand in the way of. And that is for us to figure out how
to get there from here. Thank you, Mr. Chairman.

MR. HATFIELD: Thank you. Okay. Let me go over the ground rules and talk
a little bit about the format that we will be following. First, let me
say that this is intended to be a brain‑storming session intended to
raise issues.

Depending upon the outcome of these sessions, then we may be able to
take some actions immediately, while other proposals, of course, may
require policy debate and rule changes. And so I want to stress that we
are sort of at a pre‑NOI stage, or pre‑notice of inquiry stage.

And, essentially, what we\'re trying to do here this morning is just
conduct research to determine the scope of the issues that we will be
addressing. Accordingly, we have three panels today.

Panel one will focus on why there is a need for secondary and what types
of spectrum demand that the secondary markets might be able to satisfy.
Our second panel will focus on other market models and practice that we
might want to consider for the secondary market in spectrum. And then,
panel three, importantly, will focus on how the FCC policies and rules
can facilitate the development of secondary markets.

At the start of each panel, the speakers will move to the head table.
Actually, we have our first panel up here already. And we\'ll need to do
this quickly, so that our ‑‑ because our time is limited. And we
anticipate, roughly, an hour for each panel.

We\'ve asked the panelists to limit their remarks to about five to seven
minutes. And I will ‑‑ Bob and I will try to hold them to that to make
sure we don\'t overrun. And we\'d like to ask each of the panelist to
introduce at the start of their presentation.

We will moderate those questions. We\'ve also set up microphones to the
left and the right, so that we\'ll be able to take questions for the
panelists from the audience. And we would ask that if you do so, that
you identify yourself and your affiliation prior to asking your
question. So let\'s begin with panel one. And our first speaker is
Professor Cramton.

MR. CRAMTON: Yes. I\'m Peter Cramton, Chairman of Spectrum Exchange, a
company designed to promote the efficient exchange of spectrum to create
public value. And I\'m also professor of economics at the University of
Maryland. It\'s a pleasure to be here.

I believe secondary markets are essential for the efficient and
intensive use of spectrum. Secondary markets identify gains from trade
that are unrealized by the primary market which in this case is the FCC
spectrum auctions. There\'s two sources of unrealized gains from trade.

The first and most important is that the best use of spectrum yesterday
is not the best use of spectrum today. Business plans change.
Technologies change. Consumer preferences change. This all leads to
long‑term needs changing and response to this highly uncertain
environment.

The second is that short‑term need for bandwidth is variable. You want
to sell when you have a surplus. You want to buy when you have a
shortage. These two sources of unrealized gains from trade lead to two
broad categories of secondary markets, short-term and long-term.

The short‑term markets are what has been emphasized so far, I think, and
is what is commonly addressed in the press. And this is the buying of
surplus capacity to satisfy peaks and demand.

You should think of a real-time spot market, such as this run in
electricity and other energy markets, for example. This, I believe, will
be a major virtue of secondary markets in the future once flexible and
standardized technologies are developed, such as software‑defined
radios.

However, I think that today and in the recent past the long‑term
secondary markets are going to be more economically important. This
involves long‑term transactions involving large specific investments
where somebody is acquiring a license to build out a service and other
things that they need to go along with that license. And I\'m going to
focus on these long‑term secondary markets in my remarks.

A concrete example is the auctioning of encumbered spectrum. And a good
illustration of that is the upcoming 700 megahertz auction to take place
in the fall. Here, the needs of the market are not fully satisfied by
the FCC\'s primary auction. The FCC is auctioning 30 megahertz of
spectrum.

The spectrum is perfect for 3‑G mobile services and for high‑speed data
services. But the spectrum is encumbered by the existing UHF
broadcasters, blocking the use of this spectrum for these new uses in
most of the major markets.

The spectrum is worth much more if the incumbent broadcasters can be
cleared. And efficient clearing is facilitated by a secondary market. In
particular, Spectrum Exchange plans to conduct a private auction before
the FCC auction to identify the least cost‑clear solution, resolving the
clearing issue before the FCC auction takes place. This reduces
uncertainty and delay.

The Spectrum Exchange auction will enable bidders in the FCC
700-megahertz auction to bid with confidence that the spectrum will be
clear at an early and at a known cost. Without this clearing auction,
hold‑out will delay or prevent efficient spectrum use, destroying public
value.

The clearing auction lets all comparable stations in a broadcast market
to compete to be the one to clear. Those stations that can clear at the
least cost will do so, thus, minimizing any loss in broadcast service.

So, for example, in Chicago where there\'s four stations that need to be
cleared in the 700-megahertz band, there\'s nine comparable stations.
And these nine stations can compete to be the four that clear. The
incumbent broadcaster in channels 59 to 69 will receive an incentive
payment in return for a commitment to relocate and, in addition, may
receive a clearing payment if they are the ones to win the clearing
auction.

The private auction in the broadcast market identifies the stations that
can clear at least cost and determines the market price for clearing.
This is just one example of how a market mechanism in the secondary
market, the private market can do something that the FCC is not doing in
its primary market. And I believe that will always be the case.

It\'ll always be, regardless of how innovative the FCC is. And to date,
they\'ve been very innovative. There\'s certainly much more that they
can do and intend to do in the future. But there will always be ‑‑ the
world is changing so quickly that private markets will be essential in
identifying remaining gains from trade.

How can the FCC facilitate the secondary market? Well, in the case of
dealing with incumbents, it\'s reducing uncertainties and distortions in
the bargaining between the incumbents and the new entrants.

So in the specific case of the 700-megahertz auction, there\'s three
things that they can do. One is allow early transition to DTV only. The
second is to assure transitioning broadcasters of continued cable
carriage. And the third is establishing a relocation rule for channels
59 to 69 broadcasters that limits the hold‑out problem.

I very much agree with Commissioner Furchgott-Roth\'s remarks that the
goal of the FCC now is, one, to make markets work better. And that
should be the focus. And I very much like the term \"spectrum
economics.\" Thank you.

MR. HATFIELD: Thank you. Morgan?

MR. O\'BRIEN: Thank you. My name is Morgan O\'Brien. I am the vice
chairman of a company called Nextel Communications. And I was the
co‑founder of Nextel.

When I heard that the FCC was going to be having this panel I \--
uncharacteristically, for me \-- volunteered to be the Nextel
representative that came down to talk about this topic, because while
spectrum secondary markets may be an abstraction for most people in this
room and on this panel, for me for the last 13 years I have done nothing
but participate in a secondary market. And let me try to explain how
that has worked.

Back in the 1980\'s when we founded Fleetcall, which became Nextel, it
was our perception that there was an opportunity to consolidate the SMR
market. And we, through what I think are very enlightened policies at
the FCC, started a process in 1987 of going in and acquiring existing
licensees and putting those licenses together.

After 13 years of doing that, we have made literally hundreds and
hundreds of private transactions market‑by‑market throughout the United
States and beyond the borders of the United States, acquiring spectrum
in private markets from individual licensees. So if the question is does
that process work, the answer is I know it works.

It\'s how I spend, and many others at Nextel, every day. And what have
we achieved from that? We have taken spectrum which was allocated and
assigned for one time and for one purpose and with one kind of
technology in mind, which is basically was structured in the 1970\'s and
we have, by putting that spectrum together, we have been able to pull
that spectrum through from those limitations that were imposed in the
1970\'s to the most sophisticated digital network operating today in
wireless without, essentially, any need on the part of the FCC to set
rules.

Mostly what the FCC had to do and what the FCC did, and I think the FCC
is really the hero in this story, is they simply let us do this. They
stood back and, even though there was much opposition at the time when
we proposed doing this, the FCC simply let us privately work through the
process of acquiring spectrum and implementing a new technology.

So if the question is does that work, to me, the answer is just so
obvious. It\'s works exceedingly well. If I would wake up tomorrow and
read that the FCC has made additional spectrum available in bands that
Nextel could use for further expansion and new technology, that that
spectrum was going to be made available free and clear and through
option, that obviously would be the best possible news, because it seems
to me anybody that has been involved in this process through the last 30
years, as I have been, the absolute best way for the FCC to make new
spectrum available is by option.

Anybody who\'s been through a comparative hearing or lotteries, both
processes that I have lived through, would have to agree that auctions
are clearly superior. But virgin spectrum, clear spectrum in these bands
is not available, does not exist, at least in places where companies
like ours are interested in building systems, i.e., where the people
are.

Where the people are, the good frequencies have long ago been assigned.
So while we can think about the abstractions of how to do this, the
harsh reality is that incumbents are there. And incumbents need to be
dealt with.

And the pace of change, the pace of change in technology and in the
market will not permit, and to the extent that the message is, I don\'t
think the FCC should even remotely try to clear the spectrum through the
incumbents through a regulatory process, because the amount of time that
that takes is simply not consistent with today\'s pace of technology in
the marketplace that all of us are operating in.

So while it would be clearly preferable to a company like ours if the
Commission were able to do that and just waive the regulatory wand and
the incumbents are gone, they can\'t do that. They should not try to do
that. But instead, they should simply remove restrictions in the rules
from allowing the marketplace, the secondary marketplace, to work.

Every day, literally every day, I\'m in contact with licensees who have
licenses that under the FCC\'s rules under certain circumstances can
either sell that license to me, trade that license with me, or let me
manage that license. And when the rules permit that, that is the most
efficient.

That is the best way of going, because if I have put a higher value on
that channel than the current incumbent and the FCC rules permit, we can
and we do every day work this out. And that is the best method. But
there are frequently examples. And in the private radio services, the
most glaring is the ‑‑ there are about 20 neighborhoods of spectrum that
are reserved for private users.

There, the FCC rules do not permit the free marketplace to work. I have
dozens, if not hundreds, of examples of current incumbents, licensees on
those frequencies who would be happy to, and are ready to, do business
with us or somebody else like us to transfer those channels or swap
those channels, or whatever, but rules that are at this point at least
25 years old prohibit that.

So to the extent that I have a message, it is secondary markets work.
The FCC should allow the secondary markets to be the primary method for
clearing incumbents, but the rules must permit free transferability of
licenses. And in these cases, they don\'t. And to me, that\'s a source
of great frustration.

And why I wanted to come here today to say, yes, definitely use
secondary markets, but you have to clear these 25‑year‑old rules out of
the way.

MR. HATFIELD: Thank you, Morgan. Yes?

MS. BENNET: Hi. I\'m Carrie Bennet. I\'m general counsel to the Rural
Telecommunications Group. And we\'re very excited to be participating in
this proceeding to develop an exchange of ideas on the secondary markets
for radio spectrum. It is especially important for rural America to have
a voice in this proceeding.

RTG has over 60 rural telecommunications members. And we strongly
believe that the primary way of getting spectrum, the auction process,
has failed rural Americans miserably. RTG members do have some wireless
licenses. They operate in MMDS, PCS, some with cellular. And, most
recently, there was success in the LMGS auction.

Sadly, however, there are over 500 rural telecommunications companies
who have been denied access to spectrum. And as a result our customers,
rural Americans, have been unable to obtain wireless services. RTG
members are all affiliated with rural telephone companies and under
section 309 (j) of the act, this is a class of designated entities that
have allegedly been ignored by this Commission.

RTG has been active in almost every spectrum proceeding and been in
frequent contact with the FCC to discuss these issues. Today, I\'d like
the FCC and you all to consider three areas and focus your attention on
them. First, we\'d like you to recognize that the FCC\'s partitioning
and desegregation rules have been a failure as far as creating
opportunities in the secretary market.

We\'d like you to become aware of some of the actions rural telecom
providers have taken to get large license holders to share spectrum in
rural areas. There have been a few success stories. And lastly, we\'d
like the FCC to take some steps to improve the secondary radio spectrum
market.

First of all, let\'s talk about partitioning and desegregation. It is
not working. Out of all of the hundreds of thousands of licenses that
the FCC has auctioned, less than one‑tenth of one percent have been
through the partitioning or the desegregation process.

Why is it not working? Well, there\'s no regulatory incentive for a
licensee to partition or desegregate spectrum. The FCC\'s build‑out
requirements ensure that urban populations get covered, but not rural
America.

The trend of the FCC is to consider substantial service, i.e., 20
percent of the population as meeting the benchmark to continue to hold
licenses and get renewals. This holds rural areas hostage. Licensees do
not want to partition or desegregate small geographic areas that rural
telephone companies are interested in serving. There\'s a variety of
business reasons that we\'ve been given for that.

The licensees, generally, fall into three categories. First, they are
not interested in carving up the license area, because they feel it
devalues their assets. We call this the Swiss-cheese approach. They
don\'t want to have a piece of cheese and there\'s holes. And they think
they are going to sell that license later, maybe, to Nextel that that
won\'t be as valuable to Nextel or some other party.

They are also not interested, because they think that maybe in five to
ten years, they might want to serve this area, because there\'s urban
sprawl to these rural areas. Then we have the ones that are interested,
but the transactional costs are too high to do a deal to three or four
county areas.

RTG fought very hard to get partitioning and desegregation in the first
place. And back in the PCS days, it was an exclusive right for rural
telephone companies. The FCC took away that right and made it available
to everybody. We fought hard to keep it. We fought in the Court of
Appeals. And today, we still don\'t have the bands, pending some other
partitions the FCC was considering.

While today I\'m here to announce that we\'re dismissing our Court of
Appeals case because partitioning and desegregation doesn\'t work for
anyone, regardless of whether it\'s rural telephone companies, but what
does work, the cellular model worked very, very well.

If you all recall in the \'80s, the FCC licensed cellular spectrum and
told the licensees ‑‑ it wasn\'t through an auction ‑‑ but they told
them, you build it or you lose it in five years. There was every
incentive to build out those markets.

Today, they have recognized the need to build out PCS markets, for
example, and Sprint being the one to be the first digital provider of a
network in PCS recognized the value of working with rural telecom
providers. Today, approximately 20 affiliates that mostly are rural
telephone companies are helping Sprint PCS build and operate markets in
the secondary rural markets.

These are done through management agreements, but they are very onerous
management agreements. And this is due, in large part, to the FCC\'s
[Intermountain]{.underline} decision which requires a lot of hoops to
jump through to be able to manage spectrum for someone else. I\'m sure
Morgan is already aware of this.

I think there\'s going to be another panel that will discuss in more
detail the FCC\'s rules and regulations on that. Okay. The other thing
that has worked very well is we are currently working on a fixed
wireless provider. And due to non‑disclosures, I can\'t disclose too
much about it. But they are willing to lease spectrum to us. And, again,
we ran into [Intermountain]{.underline} problems with that.

Also, another license order, Next Wave, has entered into an agreement in
principle to have rural telephone companies build out those license
areas that they don\'t have a license anymore. So I won\'t touch on that
subject too much.

How can the FCC help? Well, we believe if the FCC continues its ‑‑ will
get back to build‑it‑or‑lose‑it requirements, that would force these
companies, these large license holders to let us use the spectrum to
help them build it out, lease it, or manage it more then.

We also think that there\'s some clarifications that could be made with
regard to [Intermountain]{.underline} that would make it easier to do
the management agreements or lease agreements. And I can get into those
later.

MR. HATFIELD: Thank you, very much.

MR. CROSBY: Thank you. I\'m Mark Crosby, President of the Industrial
Telecommunications Association and advocate for the industry, as Morgan
mentioned, the private wireless industry. I wanted to comment to
Commissioner Ness, I share your frustration. I, too, live in Bethesda.
And I am reduced to traveling secondary roads to get to where I want to
travel in the morning. The main ones are too full.

Several years back concerning desegregation and partitioning, I was
flattered, frankly, to be approached by a major PCS licensee, CBlock
(phonetic), who approached ITA saying would you be interested in,
perhaps, some of our spectrum? And I said, well, that sounds like a good
idea. So I went up and chatted with him.

And we had several conversations, but their strategy was, we want you to
buy blocks of minutes of use. So I\'m not interested in minutes of use,
because the product that you wanted to put on the platform doesn\'t work
for the private wireless industry. However, I am interested in pursuing
for the private wireless industry access to your spectrum.

He said, no, no. We\'re not going to give you access to our spectrum. We
want to sell you minutes of use. And so no agreement. We parted friends.
But nothing came to fruition regarding desegregation and partitioning.
However, I gave ITA a thought. I said, maybe, there\'s something here,
since the private wireless industry is extremely hungry for spectrum. So
maybe there\'s a play here.

So we, actually wrote a business plan. And we said, well, let me see
what I can do. We could have multiple entities out there and win this
auction. So to get access to the spectrum will require multiple
agreements with multiple parties. And so that could be somewhat
problematic. And I also need to achieve critical mass.

I need not only a significant geography coverage, I also need an amount
of spectrum through these agreements, so it makes it worthwhile to
pursue the effort. I discussed this concept with several major private
wireless manufacturers, and they said, bring me a bit of geography.
Bring me 2 megahertz, at least, in a significant part of the country.
And we will consider producing a product that can handle private
wireless.

At that point in time my superior said, we need to table this, because
even at the time as the PCS environment was a moving target, and
unfortunately, I didn\'t want to table it because I needed spectrum, but
we just had to stop.

So that\'s sort of a brief story of an unsuccessful attempt on the part
of ITA to accommodate its members, it\'s spectrum needs through
desegregation and partitioning. It\'s still on our radar screen. I just
don\'t know how to proceed at this point.

However, one method to proceed, and the chairman mentioned, band
managers. ITA is extremely excited about the opportunity of the band
manager concept at 700. And we\'re very pleased with that decision.

And the reason why is ‑‑ and I don\'t particularly consider private
wireless a secondary market ‑‑ you can handle private wireless and band
managers because the Commission made some basic decisions. One, they
allocated spectrum. They defined the technical ground rules. And they
also defined who the licensee participants could be.

I think this is a great methodology to use the guard band at 700
efficiently. It had generated manufacturer interest. It will handle
unique secondary applications. Site‑by‑site licensing is accommodated.
What\'s also an assist, working with the incumbents in that band and the
technology can be flexible. It doesn\'t need to be specific technology.

And, in fact, in the guard band, I think integration with commercial
carrier infrastructure, indeed, can take place. There\'s nothing wrong
with having a secondary served and having the products in the guard band
have the capability to access commercial platforms in other bands.

And I think that\'s a ‑‑ that was sort of like the objective for the
desegregation. But you created a structure so that not only it maximizes
technology and flexibility, integration with other platforms, a
secondary market is served. And we\'re really looking forward to it. And
I also think it creates tremendous opportunities for small businesses
who, otherwise, could not play in a major auction.

They could be a band manager. They could be a strategic partner with a
band manager. Or, indeed, they could be lessee customers. And it\'s the
best of all worlds, I believe, for small business. And I really
appreciate the FCC\'s courage to create band managers. Thank you.

CHAIRMAN KENNARD: Do you want to recognize ‑‑

MR. HATFIELD: Oh, yes. I want to recognize, and I should have done so
earlier to the right down here at the far end of the table is Don
Ableson (phonetic) who is chief of our international bureau and, of
course, has a big role in spectrum economics here at the agency, not
spectrum management. And to his left is Diane Carnell from the Wireless
Telecommunications Bureau.

Commissioners? Chairman? You have any questions?

CHAIRMAN KENNARD: First of all, I want to thank the panelist. I thought
that was some very interesting presentations; different perspectives but
‑‑ and that was very useful.

I guess one of the things that I\'ve been very interested in hearing is
whether we can create a true spot market in spectrum. If we can have a
spot market in petroleum or in pork bellies or in bandwidth on T‑1
lines, for example, which some companies are exploring, is it feasible
to have a spot market in spectrum, so that it can really be moved
fluidly around in the marketplace?

And some people, when I first started talking about this concept, some
people perceived this as very much of a threat. And I was very
interested to hear Morgan O\'Brien\'s perspective on the history of his
company, because I studied that history.

And Nextel was a huge threat to the incumbent cellular business when
that company was being put together. And I think we have to recognize
that oftentimes when we try to import more market‑based approaches to
spectrum management or spectrum economics ‑‑ I\'ll use those
interchangeably because I like both terms, frankly ‑‑ oftentimes this is
a threat to incumbents, because the way spectrum has been managed,
historically, at the FCC is that we have created a scarcity in spectrum.

And what that has done in this marketplace is it has created more value
in the license than in the value of the innovating with the license
itself. In other words, by creating a scarce resource, the value of the
business often adheres in the value of the license itself as opposed to
what you do with the license. And we saw this with our spectrum
auctions, for example.

When we first moved to spectrum auctions, thanks to Evan Correll
(phonetic) and the passage of the \'93 Budget Act, this was not welcomed
by the incumbent industry if you recall, because the incumbents saw that
the auction process with spectrum ‑‑ the auction process would make
spectrum less valuable as a scarce resource.

And I was here at the Commission when we did the first PCS auctions. And
I recall just after we announced the auctions, the prices of cellular
service started to decline. And you may recall that the incumbent
cellular companies started trying to lock in their customers in
long‑term contracts.

They dropped, we estimated at the time, about 25 percent at the time of
the auction. And now, we\'re selling more competitors in the market. And
the cost of around these phone calls about is about 40 percent less
today than it was three years ago.

So the point is that when we can move spectrum to becoming more of a
commodity, we maximize consumer welfare. And we create more innovation
and more services at cheaper prices.

So it\'s along like asking what is the failure straightforward spectrum
‑‑ question is can we get to the point where spectrum becomes a true
commodity in the marketplace? And how do we do it?

MR. CRAMTON: I\'d be happy to address that. I think the answer is, yes.
But it\'s going to take some time. It\'s going to take a lot of work.
The reason is that the spectrum isn\'t like pork bellies. Pork bellies
are nice. You can store them. You can transport them.

Spectrum is very much a commodity that if it\'s defined by time and
space, and so the problem that creates is it makes the market for
spectrum much less liquid than the market for pork bellies or sugar or
other commodities. And so that\'s a challenge that needs to be overcome.
Can it be overcome? Absolutely.

A good example is what\'s happening and has happened for over a decade
with electricity where there are real‑time spot markets in electricity
in many places throughout the world. And electricity is also something
that can\'t be stored, at least not very easily. And it is ‑‑ can be
transported. But it\'s difficult to transport.

And what we find in that industry is that it requires a fair amount of
centralization and coordination to get to the point where you can have a
liquid spot market because of the illiquidity and also the other
challenges that electricity faces.

Here, you have many challenges, perhaps, some that make it easier than
electricity. And these challenges, I think, will be overcome through
technology in the years ahead, because there is tremendous gains. So I
see most ‑‑

MR. HATFIELD: You know, software defined?

MR. CRAMTON: Right, software‑defined radios and other technologies that
are being discussed. I think that what you said about incumbents versus
new entrants and incumbents impose to markets, market innovation on
occasion is extremely important.

And one always has to recognize that the incumbents are going to be
lobbying largely for the status quo that benefits them and against the
innovation that is actually essential in an industry that is moving so
rapidly. So I think that always has to be mentioned, always has to be at
the forefront of our minds.

MR. PEPPER: I\'d also like to note that on the second panel, Sharon
Crowe and Williams Company has a lot of experience, not just in telecom
which is where they are starting, but also in the energy area. We\'ll be
talking about some of the lessons learned from some of those markets
where there are spot markets. And so we are going to be pursuing that,
as well. Did anybody want to ‑‑

MS. BENNET: I just wanted to say one thing; and that is, that until we
can identify what the spectrum is that\'s available that\'s held by the
license holders, there\'s nothing to move around or shift around.

And I think one of the things there is when the rules say you have this
property right \-- I\'ll go back to Commissioner Furchtgott-Roth\'s
theoretical analysis \-- is you have a property right that goes on
indefinitely the way it\'s currently licensed.

So if the FCC had something in place where they could go to licensees
and say how much capacity are you actually using, how much do you think
you\'re going to need to project into the future, how much are you going
to need in the next 10 years, and what you\'re not using, specifically
in rural areas where you\'re not even building out, make that available.

MR. PEPPER: That\'s a really good point. And it\'s one of the things
that I wanted to ask Morgan, because when you started creating your
market with the SMR\'s and created Fleetcal, you had to figure who had
things that you wanted. I mean, how did you go through that process? And
going to Carrie\'s point, what could we be doing to facilitate that
today based on your experience?

MR. O\'BRIEN: All right. It would be very tempting for me to say to the
FCC, here are a few new rules that you can put on the books that would
uniquely help Nextel.

In fact, I would be prepared to give you a list this afternoon. But I
think the record would show that we\'re typically on the other side of
this, where we say, just eliminate the restriction. If there is a dollar
to be made on serving somebody in a rural area and the rules are
sufficiently flexible, that dollar will be made. That entrepreneur will
arise.

It may take some time, because there are opportunities in areas that are
not rural that are being pursued. But I implore the FCC to stay the
course of more flexibility for current incumbents.

And in the area of management agreements, I completely ‑‑ you would not
imagine the lengths we have to go through to come up with what would be,
in any other venue, would be the most obvious commercial transaction for
a current licensee to permit Nextel to use some or all or their, quote,
\"excess capacity.\"

But because of [Intermountain]{.underline} and policies that have been
on the books for 25 or 30 years, it\'s nearly, not totally impossible
because we do it, but it\'s nearly impossible. Those are the rules that
should be looked at and just blown away. There is no room for these
rules in today\'s environment. There\'s no need for these rules.

MR. HATFIELD: All right. I wanted to ask, I see a little bit of tension
here. I think from what Caressa\'s saying that we need to push
licensees, you know, build or lose it, but yet we also hear we ought to
let the marketplace have greater freedom. And those seem to be very much
in conflict, or at least a conflict in my mind.

I mean, we don\'t say to somebody here who has a vacant lot in the
District, you\'ve got to build a building on the lot or the
government\'s going to take it away from you. So I wonder if you could,
maybe, crystalize or talk about that sort of fundamental tension a
little bit more.

MR. CRAMTON: Well, there certainly is a tension. I\'m of the view that,
once you move to an auction environment where people are buying the
property, the need for a bid‑out requirement is much less necessary. In
fact, I view the build‑out requirements as a holdover from the
comparative hearing days where that was something that you were offering
the public for being granted a license for free was you were going to
build out the area.

But now in the world of auctions, I think the aside from warehousing
spectrum for ‑‑ as an exercise of market power, the build‑out
requirements are not necessary. So I would disagree, I\'m sure, with
Carrie on this one.

MS. BENNET: Well, I think what Peter is, maybe, forgetting and we see it
in other telecommunications policy is, just because you live in rural
America, you shouldn\'t be relegated to second‑class citizenship.
You\'re entitled to services, as well. That\'s what the act says.
That\'s why we had the universal service policies.

And the Commission is ‑‑ their job is to make sure that spectrum is
available to all Americans, not just the ones that have to be, as Morgan
said, where you can make a buck. Rural telephone companies exist,
because nobody wanted to go there and serve it.

They had to create telephone ‑‑ farmers and ranchers started wires
between their ranches to get the services out there, you know, 50, 60,
70 years ago. Now they see it. You know, we have this new technology
that makes it a lot cheaper. We\'re trying to solve a universal service
problem.

Wireless can be a solution to some of the universal service problems,
because it can be done so much more cheaply. So these are not
necessarily companies that are out to make a buck. They are interested
‑‑ they are co‑ops. They are interested in providing service to these
citizens that have been forgotten. And that\'s what I think we have to
balance.

MR. PEPPER: Carrie, if I could just follow up, and then we\'ll want to
open it up for questions from the audience. So if people have questions,
they might want to go to microphones. And then, we can take the
questions.

The build‑out issue is kind of an interesting one. When I lived in Iowa,
in the town I lived in we had three grocery stores. And now I live here,
and I have access to a lot more. But on a per capita basis, I actually
had more grocery stores available, in other words, in terms of the
grocery stores per people when I lived in Iowa.

If you have a build‑out requirement and you have multiple licenses, do
you impose that build‑out requirement on everybody? And it may not be
economic to have, you know, six full‑service commercial mobile wireless
operators in parts of rural America. Three may actually provide more
competition in a rural market than six in New York City, based upon the
market conditions.

So if you have a build‑out requirement, could you apply it to a new ‑‑
don\'t you, because if you applied it to everybody, it wouldn\'t work.
That\'s kind of the market realty. And as a practical matter ‑‑

MS. BENNET: That\'s true.

MR. PEPPER: ‑‑ how would you approach this?

MS. BENNET: Well, I think that what we\'re finding is in a lot of, sort
of, these wireless services ‑‑ and I\'ll say this; it\'s mainly in the
fixed services ‑‑ there\'s no interest on anyone\'s part on building out
to rural America. So they probably wouldn\'t care if they lost it.

They don\'t buy the license for that particular area. But,
unfortunately, you license in these big giant areas where they have to
take it\'s all or nothing, so they may not care. I mean, I can\'t speak
for them, but they may not care if they lose it. And on the mobile
arena, they may not want to build it out, either.

I mean, they don\'t have PCS services build out entirely across the
country. So I think the question is we need to explore this with these
license holders. And they need to get us some feedback on do you care if
you lose it.

MR. PEPPER: Other questions from the audience?

MR. EISMAN: I have a question on unlicensed spectrum. First, do ‑‑

MR. PEPPER: Would you identify yourself so that ‑‑ let people know,
Charles, who you are.

MR. EISMAN: Charles Eisman with OET. With regard to RTG, you know, from
my reading there\'s all kinds of spectrum devices being built on
unlicensed spectrum. Why can\'t some of the rural providers readily use
unlicensed spectrum to meet these needs?

And secondly, even more generally, for the panelists, do you see the
availability of unlicensed spectrum as incenting or disincenting the
development of secondary markets? Thanks.

MS. BENNET: On the unlicensed spectrum, there are some rural carriers
using unlicensed spectrum. Unfortunately, it\'s not the be‑all‑end‑all.
It doesn\'t do everything that we need it to do. And I\'m sure
everyone\'s familiar with the rural digital divide. And some other
things that we need, we need a lot more bandwidth to do it out in rural
America. And some of that unlicensed spectrum can\'t do it.

Now, maybe, that will be resolved through technology. And the vendors
will start making equipment to do that. And we can take advantage of
that. But we\'re trying to keep all of our options open, as well.

MR. PEPPER: Can I go back and actually ask Morgan to answer the question
that I asked, which was a slightly different ‑‑ I mean, you talked about
getting rid of rules and not having new rules.

And the question I was actually asking is ‑‑ it has nothing, maybe, to
do with rules ‑‑ and that is, what kind of information do you need to
actually have the market that you\'ve created or that you\'re using in
terms of secondary market?

How do you find out about licenses that you want to buy versus ‑‑ I
mean, and what you\'ve done is over the last dozen, 13, 14 years, you
know, very effectively figured out before others might find them
licenses to negotiate and acquire them.

One of the things that we\'ve talked about here is how do you create a
liquid market? And Carrie pointed out that people just don\'t know who
the potential buyers and sellers are. It\'s difficult to match demand
with supply.

You were talking about licensees or utilization. Or are there commercial
operators and companies that track that and do that? And how can that
information facilitate the market?

MR. O\'BRIEN: Well, there really is ‑‑ the easiest part of this whole
process is knowing where to go shopping, because the licenses are
issued. The FCC\'s database reflects who has those licenses. And
usually, it\'s a very simple process to line up.

And we know, of course, because we\'ve been at it so long, have a very
sophisticated process in which I can go in and rank the most desirable
acquisitions by any number of different criteria \-- for us, you know.
And then, I go ‑‑ now I have that information, but the licensee does
not.

So I know that this individual\'s licenses are basically worth twice as
much to me as that because of the way they fit into either my current
business plan or my proposed business plan. So I have all the
information I need.

And I should add that in the 13 years that I\'ve been doing this, the
number of acquisitions we\'ve made and properties that were for sale was
probably less than 5 percent. So we have the same access to information
that everybody else did. And we just went after people who had licenses.
And we negotiated with them and came to a resolution in which their
transaction with us was preferable to them to no transaction and
maintaining their license the way it was. And there are many people who,
despite all these years of our attempting to acquire their licenses,
still have their licenses. And that\'s what makes this a great country,
as I say. They can hold their licenses.

But more than those have either sold or traded their licenses to us. And
that\'s, again, what makes this a great country. And we ‑‑ because we
valued them more, and if somebody else was, and frequently did, acquire
those licenses because they, in turn, valued them more than we did at
that moment in time well, again, that was fine. That was ‑‑ those were
the rules of the game.

MR. HATFIELD: Is there questions from the audience? Yes?

MR. O\'BRIEN: Let me just add while he\'s on the way up here that,
parenthetically, the complaint we heard sometimes with our carrier
licensing, as opposed to services where they are individually licensed,
it\'s a little bit more difficult for people to try to actually find out
where spectrum might be available.

So there\'s been some suggestions that we might want to do more in terms
of collecting data and making it available. I mean, answering for us,
there\'s certainly ‑‑ we would never object to having better information
about who\'s got the licenses.

MR. SUGRUE: I also want to comment. One of the reasons why it\'s a great
country is that the FCC has rules at 700 megahertz that the incumbents
could rely on, so they don\'t necessarily need ‑‑ that that gives them a
support mechanism. Good. I can say here I can protect it. And I think
that\'s a counterbalance.

MR. HATFIELD: Yes?

MR. LEVANTHAL: Yes. Hi, I\'m Norm Levanthal, an attorney with Levanthal,
Center, and Lerman (phonetic). I\'m curious about Professor Cramton\'s
pre‑auction auction. I gather the concept is to set prices or terms in
which you clear the existing broadcasters.

But I\'m curious as to how this works when people who, I suppose,
participate in this aren\'t licensees yet. They haven\'t won anything.
So how do you force anyone to agree on what the terms are going to be,
free location so that the people who participate in the FCC auction know
what the so‑called terms are?

MR. CRAMTON: Right. Well, one nice thing about the FCC auction is you
know who the bidders are before the auction begins. So after the
short‑form filing date, you have the list of FCC participants.

And you sign a ‑‑ or we sign a contract with them that they agree to
paying this clearing cost as determined by this market mechanism which
is the clearing auction beforehand. And we have contracts with the
incumbent broadcasters which says we agree to relocate or, perhaps,
clear if we end up winning the clearing auction.

MR. LEVANTHAL: But unless each market signs on, it doesn\'t work.

MR. CRAMTON: Right. It runs into trouble when you ‑‑ you don\'t have to
do it nationwide. It can be done broadcast market by broadcast market.
But you need participation by all the incumbent broadcasters in a
particular broadcast market.

MR. LEVANTHAL: And how successful have you been so far?

MR. CRAMTON: We\'re moving right along in our discussions with the
largest incumbent broadcasters in the 6069 block now.

MR. LEVANTHAL: Okay. Thanks.

MR. HATFIELD: Other questions from the audience?

MR. SCHROMM: Dick Schromm, ITT Research Institute. And I think, maybe,
repeat it to anyone, it\'s a chicken and egg thing on the technology.
Just how important is it if you have the right economic tools in place?

Do you think the technology will flow naturally? Or is it technology
first, and then economic tools can be implemented? Just an opinion on
the relative importance of the technology and the economic approach to
spectrum.

MR. CRAMTON: Well, there certainly is a chicken and egg problem. And
it\'s amazing how commonly we confront that problem. So I think that it
requires creative work on both dimensions, simultaneously. There
certainly needs to be a creation of a snowball that can get rolling.

I think that the FCC\'s role in this is very important in establishing
rules that are conducive to secondary markets, and not just for the spot
market that you\'re envisioning, but equally well for the long‑term
contracts that Morgan is involved with. And he\'s been doing it for 13
years.

It took a long time to do. It was a humongous job. And it was a
humongous job for Craig McCall to piece together his network. And in
situations going forward where the FCC can see that the current use is
not the best use, relocation can be accomplished. Then it makes sense
for the FCC to establish sensible relocation rules that can get that
snowball going and make things happen much faster than the 10 to 15
years.

MR. O\'BRIEN: Okay. My answer to the question, from where I sit, it\'s
obvious that economics takes precedence over the technology. I mean, if
we are given access to the spectrum, and we put a certain value on it
and get it, then it\'s up to us to figure out the technology that\'s
going to get us the best return. And we don\'t get these returns out of
some abstraction.

We only get these returns if we can find customers in this wide‑open
marketplace that\'s been created who value our service, the one we
invent, more than the others. And so, I mean, I know I sound like I\'m
wildly enthusiastic about this free market, but that\'s because I\'ve
seen how well it works. It works.

MR. HATFIELD: Randy?

MR. PALMER: Randy Palmer with CTIA. Wouldn\'t the elimination of
spectrum caps be another idea that would be helpful to the operation of
a secondary market?

MR. CRAMTON: It\'s not clear. Spectrum caps are about creating intense
competition in individual markets. And it\'s a judgment call that
without spectrum caps at all from the beginning, I think it\'s very
clear you get into a situation where there would be, if there were no
controls and no DOJ, and so on, that you would have monopoly provider of
service, which is certainly not something we want.

Now, many have argued that we are at the point now where the spectrum
now ‑‑ where we do have enough providers. We do have robust competition.
And the spectrum cap is no longer needed in particular markets. And I
would potentially agree with that that eventually the FCC should,
probably, be moving to more of a case‑by‑case decision, rather than an
instrument that is as blunt as a spectrum cap.

But it, certainly, has served a very useful purpose in bringing in new
entrants like Sprint and Nextel and others to compete with a cellular
duopoly.

MR. HATFIELD: If I could ask one more question of Morgan, Morgan, I
believe Nextel is ‑‑

MR. O\'BRIEN: It\'s good to see you here.

MR. HATFIELD: ‑‑ use, I think, what were called management agreements,
in effect, where you were essentially leasing spectrum. I was wondering,
do you still lease a substantial amount of spectrum? And what allowed
that to occur?

And is there any ‑‑ what are the lessons in that, because that\'s what
allows somebody who wants to hold spectrum, because they have an
eventual business plan, but allows you to get access to it in the
short‑term. Could you tell me a little bit more about how that\'s
worked?

MR. O\'BRIEN: I could. It\'s worked exceedingly well, even though it was
‑‑ it made some of us, some more than others, nervous when we went into
them, initially. There are licensees who, for a variety of reasons, will
never, ever give up their license.

And I am pretty persistent. But even I, sometimes, acknowledge that that
licensee\'s not giving up that license. However, the licensee would
recognize that putting their channels into a network such as the one we
have built which has cost hundred of billions of dollars to build,
obviously, putting those channels into our network increases their
efficiency, and therefore, is a good thing.

What we need to do when we have an immovable object doesn\'t want to
sell the license and that irrefutable fact that the frequencies are more
usable when put into a network like ours, you have to have a management
agreement or something like that to be able to make this work.

And we believe we have agreements that meet every single standard of the
FCC\'s rules. And we wouldn\'t go into them if we didn\'t. But it would
be a heck of a lot easier if the Commission just recognized this reality
and laid out some nice, clear guidelines that everybody could look at.
You know, it\'s not an insurmountable obstacle, but it would be a heck
of a lot easier.

MR. HATFIELD: Okay. One final question from the floor if you could,
please.

AUDIENCE PARTICIPANT: My name is Ellen ‑‑ and I\'m a lawyer at Covington
and Burling. The Chairman talked about creating a commodities market in
spectrum. And I think the 700 megahertz auction is a good example of the
FCC\'s really going part way.

I mean, it did provide for a lot of flexibility, but it channelized the
band. It set power restrictions. And I guess my question is ‑‑ and,
Peter, maybe you\'re the one to answer this ‑‑ to what extent do you
view the FCC ‑‑ that still being an important FCC function? Or to what
extent when it reallocates or puts spectrum up for auction should it
just say here\'s some spectrum? You can buy 36 megahertz. You can, you
know, define your own market, et cetera.

MR. CRAMTON: Right. Well, I think that we\'re at the point where
structure is still necessary, that the technologies right now are not
sufficiently flexible to have anything goes. I think in the future ‑‑
and I don\'t know when this will ‑‑ whether it will be 10 years or 15
years, or what, where we really think of the spectrum as simply
bandwidth.

And we\'re pumping ‑‑ it\'s just another pipe. We\'re pumping data
through it. And all that ‑‑ we all have devices and are using technology
that\'s sufficiently flexible that that\'s the best way to think of it.
We are not at that point right now with current devices. And the
benefits of structure can be enormous.

And I think you see them the best in, say, the UK and Europe where they
really made more use of their 180 spectrum because of the rigidly
imposed standard for GSM technology. So it\'s a trade‑off. And it\'s one
that the FCC\'s going to have to work very hard to manage appropriately.

MR. HATFIELD: I want to thank the first panel. And what we\'re going to
do is we\'re not going to take a break. We\'ll just switch panels.
It\'ll take a minute or two, and we\'re going to keep going. But thank
you very, very much. This was terrific. Could we have the second panel
come up?

(Pause.)

MR. HATFIELD: Okay. I think we\'re ready to get started. And our first
speaker will be Sharon Crowe, please.

MS. CROWE: Ready?

MR. HATFIELD: Yes, we\'re ready.

MS. CROWE: Okay. I\'m Sharon Crowe. I\'m the Vice President of Bandwidth
Trading for Williams Communications. I started with Williams in 1995 as
director for Energy Trading with them. I have been a commodities trader
for the last 12 years of my life.

I started in-trading with Louie Dreyfus, which was a trading commodities
shop up in the Northeast. We traded in grains, metals, bonds, and other
various other commodities besides energy.

So I\'ve kind of seen the introduction of new markets and how they get
started, the hurdles they have to face, as well as the successful and
unsuccessful elements with adverse market conditions that have occurred.
One of the things I want to just touch briefly on, because I know I only
have seven minutes, and Bob will give me a hook, is essentially is what
I\'m trying to do is take a look at the model right now that we have
going on in fiber, which is the band‑width trading.

And there\'s been a lot of hype about bandwidth trading. So this is a
simplification of what it really is. Of course, the traders engage in
the exchange and purchase of goods. And then bandwidth is the frequency
or capacity. So therefore, bandwidth trading is simply the exchange and
purchase and sales capacity of a communications channel.

And the examples of what\'s been going on in bandwidth trading are
off-net provisioning and dark fiber swaps. So therefore, carriers have
been conducting trades for years. And hearing the first panel speak, to
hear that there\'s been kind of a similar one-off secondary market in
Morgan\'s description, so the bottom line is you may already have a
secondary market occurring in spectrum. It\'s not as visible as you
think it is.

What\'s happened, though, in the fiber bandwidth market, which is new,
is bandwidth risk management. So, essentially, when you\'re looking at a
spectrum secondary market, what maybe you\'re trying to apply is a risk-
management process where people who are long licenses can do full
optimization of the unutilized capacity that they may have in order to
reach full economic value for what they are holding.

And in the event, they could either do a sell‑out to liquidate their
positions, or easily take a look at what they are not utilizing and
create an options market around it.

In trading, you have three elements, three faces of trading: The hedger,
which is the entity that wants to maximize projected revenues from an
asset base or customer portfolio; an intermediary, of course, which is
someone that wants to arbitrage on the inefficiencies, getting in
between the producer and the consumer; and, of course, the speculator,
which looks to seek for profit for price movements or irrational market
behavior.

A hedger can participate in all three avenues. So if you\'re long in
asset base or if you have a good customer portfolio, you can be all
three of these elements. If you\'re an intermediary, you can only get in
the middle or you can speculate. And if you\'re a speculator, you\'re on
your own.

These are the inefficiencies that encourage trading in any commodity \--
contract parameters, term performance, volume and price. A lot of
negotiations are one‑offs. Every deal looks different. That creates an
inefficiency in time‑to‑market. If you have a standardized agreement,
that eliminates these problems.

You show the rules in which the FCC \-- and say you create a committee
similar to what we\'ve done in bandwidth, and you say this is what we
want to do. These are the rules we want to play under. You find a lot
more ease for them to change policies that they have if you say these
are the ways we expect to trade.

Infrastructure idiosycricies, operational streamlining, what makes the
process a lot easier, I mentioned earlier, a lack of optimization of an
asset portfolio. No market clarity, the old‑school mentality, as if I\'m
long in this, I need to have it. I need to hang on to it, because there
may be an urban area that will grow.

So therefore, this rural area may have to suffer. Or the fact is, it may
be valuable more tomorrow. And another old‑school mentality that I\'ve
heard is, just because you commoditize something doesn\'t mean that the
price is going to go down.

And a prime example of this is when natural gas started trading on April
4, 1990, the price was \$1.50. Two weeks ago, it was \$2.50. Today,
it\'s \$4.95. In 1992, the price of natural gas was 90 cents in
February. In 1996, that price was 28 bucks. Okay. That\'s called
volatility.

So when you\'re talking about trading in a secondary market, don\'t
necessarily come to the conclusion that you\'re always going to have an
inverted price curve, because that\'s not always the case. When you
create a trade commodity, you create human perception which creates
volatility.

And then, of course, price discrepancies, benchmarks, non‑existent or
archaic, and then what is one element of trading is the cost‑based
approach, instead of value‑based. It\'s never about what it costs. It\'s
never about what it\'s to build to maintain. It\'s always about what
it\'s worth.

What is the marketplace willing to pay to utilize this type of capacity?
What do they feel the option value is? What is the potential deferred
value of it? If the market value is less below what you\'re long, then
you need to call Solomon Smith Barney and get out of your business. If
it\'s greater, then you need to look at trying to capture as much value
as possible.

There are similarities in all the commodities markets. They are
regulated, either by federal or state. They are economic ‑‑
standardization where you have a lot of players and ends up
consolidating down to several ‑‑ or, I mean, down to a few \-- excuse me
\-- and then a standardization of the policies and parameters in which
you operate under, and then infrastructure that is static.

Pipes, wires, barge, rail, everything that other commodities trade
underneath, all the intrastructure remains stagnant. The most thing
that\'s happened in energy in the last couple of years is 3D seismic and
greater heat grade curve on power plants.

Nothing has happened in the transmission wires. Nothing\'s happened to
the railroad. That\'s where a lot of inefficiencies in market revenues
have been derived from the inefficiencies in the infrastructure. But
what makes telecommunications different is the simple fact that the
infrastructure is not static.

The equipment evolution changes every six to ten months. There are
continued software enhancements. There\'s large‑scale ‑‑ an issue with
large‑scale connectivity. Now, I\'m from the fiber side, so I don\'t
know if some of these affect spectrum. So excuse me if I\'m like one off
on this, and then, of course, computerized operational dispatch.

A lot of nomination process and dispatch process that happen in the
other commodity markets are human intensive. I don\'t care how much
software is in place, you still give a dispatch notice to a power plant
operator to turn that power plant up or down, even if they have
automated, generated control.

Telecommunications is the first commoditized infrastructure market. Now,
these are some of the perks and then the perils of any newly traded
commodity. Price transparency, standardization, access to market and
supply, incremental revenue mitigate risk, position management.

By that I mean you can manage exactly where your long and short and
where your price volatility is as far as when you\'re out of the
like-price terms. And then, of course, capital expenditure evaluation,
if you have a forward‑curve, you\'re able to look at the capital that
you want to deploy, both incremental as well as investment, into
building out your framework for your business.

The perils, of course, are events of default. And these always happen,
always. Real‑time spot market in electricity, yes. But we have bids at
\$2,000 and offers at \$5,000. There\'s a \$3,000 gap for one‑hour in
some parts of this country.

There\'s a price shortage in natural gas right now where the bid offers
spread on a daily basis can be 25 to 30 cents. Liquidated damages, of
course, if you don\'t perform, you know, you\'re going to have to pay.
And a lot of people operate in newly traded commodities on a
best‑efforts basis. Well, there is no best efforts in trading.

Volatile pricing, of course, to any entity can equate to volatile
earnings. So therefore, you have to manage your PNL\'s with
market‑to‑market accounting and risk control a lot better.

Lack of sophisticated participants in trading, we call them mollets, and
warranty performance, daisy chains, one person after another. You know,
this license goes to this person to this person to this person. To keep
track of that, by the end of the road, who really owns it? Who really
has title to it?

And is there a way to do a book‑out where you can agree on price and
everybody moves out of the middle? And then, of course, balance sheet
depth, if you\'re going to play, you better come to the table with some
credit or some cash in order to be able to participate.

MR. HATFIELD: You\'ve got another minute.

MS. CROWE: Okay. I\'m almost done. And the perks and perils are
interchangeable. So it just depends upon the level of risk reward an
entity seeks. It\'s all about leverage incompetencies and the value you
bring.

What we feel is, if you can take trading and have a strength core in
trading \-- this happens to be our trading floor \-- and leverage it
with the capability of what you have in telecommunications, then your
core competencies will shine through. And you have the opportunity to be
successful in this marketplace. That\'s it.

MR. HATFIELD: Thank you. That\'s going to be actually what our auction
room is going to look like there.

MS. CROWE: That\'s the guy I would love to talk to.

MR. HATFIELD: That\'s right. Laurence, you\'re next.

MR. GREEN: Good morning. My name is Laurence Green. I\'m from the UK
Radio Communications Agency, which is the body in the UK which is
responsible for launching most non‑military radio spectrum.

Although we\'re an executive agency and a little bit separate from the
rest of government, we are very firmly part of the Department of Trade
and Industry. We report to the minister there who deals with E‑commerce.
That\'s Patricia Hewitt. And we\'re very fully engaged in formulating
policy and advising her on what to do with the radio spectrum.

At the same time, you have a degree of operational autonomy in our
licensing and enforcement. So, really, we\'ve got the best of both
worlds. We\'re a fairly medium‑sized to small organization, about 550
staff, revenue about \$62 million in fiscal \'98‑99, though in this
year, we\'re expecting a slight increase in that thanks to the 3D
auction which raised some \$23 billion. We also hope the Treasury
doesn\'t expect us to do that every year.

MR. PEPPER: That\'s in pounds, not dollars.

MR. GREEN: Thank you. I\'m very grateful to be invited here today,
because I think this is immensely exciting, the opportunities for
spectrum trading. I feel something of a fraud being up here talking
about alternative market models, because we don\'t really have a market
model in the UK at the moment.

And I guess that the UK and Europe, generally, might be moving along a
slightly different track. So I\'m certainly not going to put forward
what I\'m saying today as a model I would suggest the United States
follows, necessarily. But nonetheless, I hope the UK and European
perspective will be of some interest.

And our account legislation doesn\'t, in fact, allow licenses to be
bought and sold, except in some limited circumstances, effectively, only
if there\'s no change in the legal identity of a licensee and a company
is acquired by way of purchase of shared capital.

This is a rather clumsy and inefficient and, by no stretch of the
imagination, going to be called a proper market mechanism. We certainly
recognize the potential advantages of the market, all the things we\'ve
heard about this morning making spectrum available more readily for new
products, new services.

And the importance of this is underlined very much at the moment by the
tremendous pace of change. And convergence, perhaps, is one of the main
symptoms of this, the coming together of broadcasting, telcoms, and
computing. And it\'s a very rapid rate of change, as I\'ve said, and
also extremely unpredictable, which makes it inherently unlikely that
government is going to get the right answer if it tries to have
everything by regulation.

In fact, we will very shortly be publishing a major study of
convergence, looking ahead to the year 2010 looking at various scenarios
of how the converging sectors might develop. And one of the conclusions
of this study is very much that spectrum trading is extremely important,
given the flexibility and responsiveness that\'s necessary to enable the
maximum benefits to be derived from the larger economy and the digital
revolution.

We are starting to move a bit towards that direction. In 1998, we
introduced spectrum pricing, what we call ‑‑ pricing where fees are set
by regulation as a sort of surrogate market level and also auctions.

And, as I mentioned before, we\'ve just concluded our first auction of
surge generation mobile telephony. Well the principle there, of course,
is that the fees should reflect the economic value of the finite
spectrum resource, and therefore contribute to it more efficient use.

We feel that a spectrum market would re-enforce the positive effects of
spectrum pricing and give increased incentive to use those to be able to
realize the value of their underutilized spectrum, because they will be
able to transfer it through the market to someone else that can have
more value, and even would benefit that from \-- so at its consultation
in October 1998, coordinating spectrum through the market, that\'s how
similar to market economics, spectrum economics.

That term, there\'s a very positive reaction to this which was pleasing.
Over 90 percent of the responses favor spectrum trading in principle.
But there were a number of concerns.

And some of those were heard about this morning over how do you
safeguard competition? How do you avoid monopolies and duopolies
building up? Should you be doing something to avoid speculation? Is
speculation something you should welcome, as some economic theorists
might say, as a way of helping match supply and demand? Or is it, in
some sense, harmful because of the burglar characteristics of the way
you do spectrum?

Pricing stability, is that going to be a negative factor? What do you do
about effective frequency coordination where you\'ve got tightly packed
band that have to be very carefully planned? So, by and large, we think
that we will proceed with markets. But they will have to be a fairly
firm framework of regulation.

And I think the bandwidth‑free market forces on regulation is a very
tricky one for the spectrum manager to get right. What this means in
practice, I guess, is that we\'ll be looking to introduce spectrum
trading selectively with a number of different, what we call, different
trading modes.

And by now, gee whiz, the property market here, what I mean by trading
mode is if you look at the property markets, you can buy freehold
property. You can buy a long‑term lease. You can buy a short‑term lease.
You can have a hotel room for a night. Each of those meet particular
needs. And similar things apply to spectrum.

One operator will need to roll out a network and require a 25‑year
tenure. Another operator might just need a bit of spectrum to gather
news or make an outside broadcast and just need the spectrum for a few
hours. So there are a vast range of needs for the market can help meet.

Also a question about whether spectrum trading should be limited to
where the spectrum has been auctioned in the first place, and one of the
concerns we have is the possibility of windfall gains. And again,
economists tell us not to be worried about this.

But there is a concern, even if it\'s just a political concern about
what happens if spectrum is sold relatively cheaply in the primary
market by the spectrum manager, and then the price goes up over a very
short period of time in the secondary market. So we do see a continuing
need for regulatory framework, so markets need regulations.

I don\'t think the spectrum market would be any exception. One of the
big differences between Europe and the United States is that in Europe
we\'re a lot closer geographically to our neighbors which means that
frequency coordination is a lot more important.

It\'s difficult to see how operators could have carte blanche to
introduce whatever services and technology they liked in a band, because
we\'d be up against the problem that where that use would encounter to
an ITU radio regulation requirement, they\'d have to be hauled back to
recording interference to another party in another country. And
conversely, we couldn\'t protect them from interference coming from
another country. So that\'s certainly an important constraint.

And also, we have the ‑‑ I\'m not sure if it\'s a benefit or a
disbenefit of mandatory EU decisions and directives on how the spectrum
can be used. Sometimes, it works out well. As Peter said, we have the
DCS, the second generation GSM. And sometimes it can work out badly. But
when it works well, it works very well, indeed, as we\'ve seen.

The only problem we have in Europe is that we are bound by a directive
called the EU Licensing Directive, which governs the licensing of
communications of all sorts, including spectrum. And this imposes
certain requirements on the licensing process, including the need to
publicize the availability of spectrum, consultation on the limits on
numbers of licensees, opportunities to comment, right of appeal.
There\'s a full‑blown procedure there.

And the problem is that even where spectrum is traded on the market, the
spectrum authority would have to be involved to some extent. At the very
least, they\'d have to be notified of a trade. And there would,
probably, have to be some sort of right of veto.

And that would be enough to attract the provision to the licensing
directive. And I won\'t go into all the details, but the problem is that
the requirements of this license and directive would effectively kill a
free market very quickly, because you can\'t really have a free market
operating with all those constraints on having to publicize and give
people rights of appeal and consult.

It\'s difficult, seeing how one party could agree to sell spectrum to
another if they were bound by all those considerations. It would be very
clunky. And it would take a long time. And it would be inefficient in
market terms. The spectrum trading market wasn\'t intended to be caught
by the licensing directive. But nonetheless, it is.

So we\'re working within Europe to try to lobby to get that changed. And
the European Commission, which in fact is the only body in Europe which
can bring forward an amendment to the directive, is reviewing the whole
body of communications legislation at the moment and have, in fact,
proposed relaxing those restrictions on spectrum trading which is very
welcomed.

But, of course, there are many variables, as they say. And we\'re going
to have to look very carefully at the precise wording they proposed,
because I think it\'s fair to say there are many concerns in Europe
about the full‑blown model that\'s referred applicated this morning.

It\'s a very different geopolitical and economic set‑up. And that\'s
going to affect how far and how fast we can go with spectrum trading.
But I think overall, although Europe might have some way to go in
developing a spectrum market as far as, I guess, the FCC could in the
United States, I think we are going to move towards that solution as
more and more people become convinced that it, in fact, is the only way
to go when you\'ve got rapid change and unpredictable change.

As I said, the only difference is going to be the precise balance
between regulation and the market forces. There\'s a lot of work to be
done, certainly. And I guess, therefore, European Union member states
are going to want to move at the same rate.

And it\'s going to be particularly important, as commissioners have
done, to make clear that they are not mandating spectrum trading. They
are just allowing those member states that wish to introduce it. But
that having been said, there still are residual concerns in other
countries in Europe that might lead to a fragmentation of the common
market or the single market.

And that could lead to disadvantages in some circumstances. So there\'s
quite a long way to go on that. And I wouldn\'t expect any change for
the directive to really be in place before the end of about 2002. So
that\'s going to limit the speed at which we can move.

So thank you very much for listening to me. And I have been very
interested in listening to this debate. And I think I\'ve got a lot to
learn about developments in the states. Thank you.

MR. PEPPER: Thank you.

MR. ANTONOVICH: Hello. I\'m Mike Antonovich, Senior Vice President,
Broadcast Services at PanAmSat. I effectively run a secondary market for
spectrum now, wireless spectrum. I run the Broadcast Services Group
which provides sales and marketing and management of occasional use
inventory on PanAmSat Fleet.

Our customer base is news agencies, broadcasters, resellers, brokers,
distant learning, television‑type customers for the need for satellite
bandwidth and services. We offer integrated satellite teleport services.
And it\'s a market that\'s in, not only our own facilities, but the
facilities of nearly 2,000 providers worldwide.

So to create a market, when we talk about spectrum, it\'s kind of a lot
like bandwidth, that bandwidth is a lot like beachfront in Arizona. You
know, you either have to move the ocean to Arizona or the customers to
the ocean. And to make any of the bandwidth valuable, it does require
significant capital expenses and an infrastructure.

And that just doesn\'t happen in a secondary market without, really,
some strict and strong regulatory frameworks. Today, we operate
occasional use, if you will, of the spot market capacity on 13
satellites around the world to roughly 2,200 megahertz is in the
occasional use pool that we use to service customers like Williams, like
the other people that arbitrage and end users directly, news agencies,
broadcasters, and the like.

So how does the business work? Well, we have very ‑‑ three kinds of
inventory, really, in the business. We have specific inventory we\'ve
set aside on a long‑term basis to support this business, so that
customers know or they have some surety of knowledge that the bandwidth
is going to be there to support their nonfull‑time use.

There\'s a great deal of other inventory that is available on a
rolling‑window basis to support opportunistic use of bandwidth, you
know, before full‑time users come along. And I think that\'s much of the
model we\'re talking about here in terms of the spot market is how do we
use it efficiently, you know, prior to it, you know, finding a terminal
user, a permanent user?

And the third type of capacity that we also acquire is resale capacity
from existing customers who either don\'t have a full‑time requirement,
or who only have a fractional requirement for the bandwidth they operate
on. And so we provide arbitrage for that market, as well.

So we, and many others in our industry, operate in that nether world
between customer and the bandwidth to add improved value of the
bandwidth to our customers. Now, to make that happen in any market,
you\'ve got to be able to book it and manage it.

We operate a 24‑hour scheduling center. You have to have technical
resourses of managing the bandwidth and monitoring it to ensure
performance, facilities on the ground in our case, specifically. We are
effectively a linocite microwave with no guy wires to the ground.

The satellites are held there by gravity and engineers and events people
to make it work, because the bandwidth, as I\'ve said, is nice. But
it\'s nothing without the systems to manage it and to operate it. So how
has the business worked for, you know, the geostationary ark business?
It\'s worked well.

The FCC licenses and authorizations are, in the public view, the
standards of getting licenses are defined. The terms that one gets
licenses are long enough to justify the significant capital investments,
in our business a satellite is, typically, a \$250 million capital
expense with large operating expenses in order to make the bandwidth
partially valuable.

The rest of the value comes between the ground segment that we provide
or third parties provide. And that\'s the whole value equation takes
off, because it\'s about the development of that resource. And we\'ve
heard some debate this morning about the due‑diligence standard, if you
will, use it or lose it.

And in the satellite business, domestically, I think it\'s worked very,
very well. If someone\'s acquired a license, they\'ve had a time period
to get a satellite and facilities in place and prove they have the
financial wherewithal to get there. And it\'s worked.

Where it hasn\'t worked very well is on the international front where
the time periods for developing satellites or the diligence required to
maintain those licenses hasn\'t been nearly as strict, what we would
call in our business paper satellites where the firing times of nine
years or more to develop a satellite just simply doesn\'t work anymore.

The bandwidth is there. It\'s available to be used. And typically, it\'s
a two‑ or three‑year process to get a satellite built. And when slots
are sat on for nine years, it creates some ‑‑ a scarcity, you know, by a
paper process and not by what the markets would do.

And in any spot market, obviously, it\'s not about the service provider.
It\'s about the customer, who\'s out there that can take advantage of
the bandwidth and the facilities that one builds.

In our business, it\'s quite clear it\'s been the broadcast community,
distance learning, business television, and others. And to make all that
happen, there have been a number of key enabling technologies that have
moved along with the whole development of satellite usage over the last
25 years.

In the old days, it was large, fixed antennas were the only means of
accessing a satellite, with advances in technology, the deployment of
satellite news gathering trucks and smaller and lighter equipment and
the digitization of video, tremendous advances in the number of users
and the reduction and the cost for service. So the megahertz for the
operator and the benefit per megahertz of the user community as
accelerated.

And we see the next wave being Internet‑based video and Internet‑based,
data‑type transmissions which are perfect for fractional bandwidth
models where much of the information is no longer going to be full‑time
service requirements, but more bursting \[sic\] in nature, where the
packet sizes and the way one moves digital signals today are terrific
for getting more efficient use of bandwidth.

And we think that\'s something that\'s going to make a spot market for
spectrum wireless satellite very valuable to users. Can this model work
in other parts of the radio spectrum, 700 hertz or anywhere else?

Now, the answer is yes, if there\'s enough bandwidth there to support a
user community, if it can be operated in a relatively
interference‑managed environment, if the capital investments required to
use it can be validated in the market and with the cooperation and
support of customers, service providers, and the agencies. Thank you.

MR. PEPPER: Thank you very much.

MR. REECE: I\'m going to start by thanking Chairman Kennard, the Office
of Engineering and Technology, and the FCC for the opportunity to speak
at this forum.

My name is Dick Reece. And I\'m the founder and president of Red Bat
Communications. You\'ve probably never heard of us. Well, of course,
you\'ve never heard of us. But we have been working on concepts related
to a wireless bandwidth exchange for the last five years.

Red Bat is now being incubated by Diamond Technology Partners, a
Chicago‑based consulting firm, with extensive experience in developing
new exchanges in market structures. Diamond recently played a crucial
role in the formation of the Four GM Auto Parts Exchange and has also
helped a fortune-500 company develop a wire line bandwidth exchange.

Red Bat is developing a real‑time market that will not only enable
spectrum operators, such as cellular and PCS carriers, to instantly sell
their available capacity to consumers equipped with hand‑sets capable of
automatically finding the optimal carrier any time, anywhere, the
technology is here already to operate this market.

And in the future with the development of software‑defined radio, it
will provide even greater opportunities to improve the efficient
utilization of spectrum.

I would like to briefly describe the operation of the system. In our
market, spectrum holders determine the available band within a certain
geographic area, such as a cell site, and set prices for this bandwidth
based on a standard unit of time or packet of data.

The spectrum holders transmit their prices to the market which records
and consolidates the offers and broadcasts this information in each
appropriate location in a repeating data loop similar to a stock‑market
ticker. On the buyer side, auction‑enabled wireless devices constantly
monitor the broadcast ticker.

When a consumer places a call, the software in the wireless device
matches the information from the ticker with user‑defined parameters to
select the optimal carrier. The head‑set will, then, simply register and
operate as a runner.

After the call is completed, the carrier receives payment through a
clearinghouse where the market verifies that the rates billed were,
indeed, the rates charged at that time and location. Some of you will
recognize that this market is operating as a modified Dutch auction
format where prices start high and descend until a buyer emerges.

Such a market would provide many significant benefits to consumers,
carriers, and equipment manufacturers alike. In the interest of time, I
would like to describe just a few of these benefits.

On the seller side, benefits to the spectrum holders and operators, one,
this auction enables spectrum operators to implement yield management
systems similar to those developed in the airline industry. Like the
airline industry, wireless telecommunications is a business with very
high fixed costs, the low variable costs.

So bandwidth is like inventory that constantly expires. It is similar to
empty airline seats on a plane that has just left the gate. Right now,
if the airline industry resembled the wireless industry, travelers would
be locked into a single airline for long periods of time.

Even if your airline is fully booked, you wouldn\'t be able to switch to
another carrier\'s flight that has plenty of available seats. And a
carrier who has empty seats cannot offer those to available consumers
who would, otherwise, be left behind.

Our auction enables wireless carriers to follow the highly successful
example of the airline and implement a yield management model. In
periods of slack demand, carriers could reduce their prices to stimulate
usage. As long as the price is above marginal costs, the additional
revenue will go straight to the carrier\'s bottom line. And consumers
will benefit from calls they, otherwise, would not have made.

In times in regions where demand fails available capacity, carriers
could raise prices to increase marginal revenue, thus making more
efficient use of fixed assets, while efficiently distributing open
bandwidth to consumers who are most willing to pay at that time and
location.

Two, our auction will create market incentives and advantages to those
carriers who devote resources to improving their network technology. The
auction will also help smaller PCS license holders to attract users
without absorbing the massive customer acquisition costs necessary to
build a subscriber base.

Three, the auction will create substantial liquidity for a wireless
bandwidth exchange by enabling bandwidth owners, including third‑party
investors, to liquidate their assets, instantly. Current proposed
exchanges are similar to a stock market for institutional investors.
This auction will create a retail market, like a NASDAQ with additional
liquidity.

Four, this auction provides strong market incentives for consumers to
rapidly adopt software‑defined radio hand‑sets, since consumers with
advanced SDR\'s will be able to use the lowest‑cost spectrum or the
most‑advanced services.

And as the technology develops, newly accessible spectrum can be added
to the auction whenever it is available. On the buyer side, the benefits
to the consumers of this auction, the auction software and the hand‑sets
will enable consumers to customize and control their expenditures on
wireless communications in powerful new ways.

For example, as a consumer, I would establish a threshold where the
hand‑set only completes my calls if the cost is less than, say, 15 cents
a minute. Calls above this threshold will require a manual override.

These thresholds could be linked to my address book, so that calls to my
wife will get through, regardless of price, while a call to my lawyer,
well, that might need to be a cheaper call. Our manual downloads could
be scheduled to operate automatically when prices fall. The
possibilities are limitless.

In addition, the auction will use market forces to allocate channels to
those who are willing to pay the most at that time and location.
Moreover, the auction can provide access to all available bandwidth,
rather than just that of a single carrier, thus ensuring that consumers
will not be left at the gate.

Thank you for giving us the opportunity to present a few of the benefits
of Red Bat\'s auction concept and for your continuing efforts to develop
new markets in spectrum.

MR. PEPPER: Thank you very much to all the panelists. I\'m actually
quite intrigued by this concept that you\'ve ‑‑ or, actually, more than
a concept. You\'re developing the software.

Dale and I were just commenting that this ‑‑ something like this was
first proposed by Ellie Nome, a professor up at Columbia University
about three or four years ago. And everybody said, well, Ellie, you
can\'t have momentary, you know, markets in spectrum like you\'ve
described.

So it\'s amazing how quick things move from theory to implement. And
we\'ll see how successful, so that\'s very exciting. I was, actually,
curious as I was listening to you in terms of how you think about the
satellite market which is actually a fairly, you know, I would say,
mature but it\'s a market where transfer time has developed over 20
years that\'s ‑‑ how would something like this be used to extend what
you do? Is that ‑‑ have you thought about that?

MR. ANTONOVICH: In different ways. One of the more interesting ways the
model is going to change, we\'ve gone to digital video, which has
allowed us to more efficiently pack a satellite. We can get more
channels of usable information through a satellite now, digital audio
data.

It\'s all more efficiently loaded. But the model hasn\'t changed, those
you will either audit for a full‑time circuit or a part of time. And
nothing really changed. Where the model starts to change, though, is
when we\'re in a packet‑type structure, like IP‑based protocols where
now, it\'s only a matter of a delivery of a service from one to another
where customers will now have some ability to look at it more on the
parcel delivery model where they\'ll be able to pay based on their
priority.

Do they need it, like, there immediately? Or would next‑day be good
enough, and therefore have some ability to control price or time which
has historically, like power and bandwidth, been fixed variables for us?
We now create an independent variable called time.

And I think that\'s one where the market will start to differentiate and
make better use of the satellite bandwidth, because today it\'s a
premium to transmit on satellite because of, you know, of the geographic
reach of satellites. But there\'s been no time or price relationships.
And that\'ll change. And models like the auction model or a
differentiated time and price model do fit.

MR. PEPPER: Sharon, how does this fit with some of the perils, for
example, or things that you talked about that are needed to create a
market in terms of knowing what\'s been delivered, being about to
confirm what\'s been delivered with the quality assurance that was the
contract? I mean, how does ‑‑ how do you think about this what you\'ve
been hearing?

MS. CROWE: Well, essentially, on the standardization, it\'s always
beneficial to bring those principles together that feel they will
actively participate in the marketplace. And then you come up with
parameters based on quality of service differentials or attributes.

And if somebody wants to offer a better quality of service than someone
else, you can have a minimal price benchmark, and then other entities
can participate in that market if you develop basic differential market,
which is either a premium or discount to whatever service you want to.

And then, of course, the nomination and confirming process is always the
most important part, because then you\'ll know when an act of default
has occurred. So in spectrum, I don\'t know how the medium works. But
the measurement process and the liability associated with not performing
are two of the most important factors in any standardized contract. I
hope that answers your question.

MR. HATFIELD: Yes. I was hoping Mr. Reece would respond to that, because
that\'s one of the things that jumps to me with drop‑call problems, and
things like that. Can you specify a quality well enough to be able to
make the market work?

MR. ROTH: Probably, in the future you\'ll be able to if you have
software defined hand‑sets, and you define your pricing mechanism based
on standard packets of data, rather than based on per minutes of use, so
that if you want to increase the quality of a call, you may be able to
increase the data rate at which that call is placed.

So you could, then, have a select ‑‑ you know, as a consumer, you could
arbitrarily decide, well, you know the quality of this call is
insufficient. I will accept a higher price in order to improve the
quality of the call.

MR. ANTONOVICH: And, again, there\'s a difference between real-time and
near-real-time in terms of error correction and error checking and other
methodologies to ensure a higher delivery, reliability, quality of
service. There are work‑arounds now in the existing technologies for
wireless that, you know, correct most of the errors people get now of
all forms.

And in the last years, they\'ve been breathtaking in the number of
improvements we\'ve seen in error correction and other methods.

MR. HATFIELD: I was just thinking, generally speaking, of the
terrestrial mobile environment from a propagation standpoint is probably
a lot tougher than transponder characteristics, and so forth. And it\'s
sort of intuitively you have a more stable medium to work with.

MR. ANTONOVICH: Perhaps. But when we\'re talking about wireless PDA
devices, personal digital assistance, I mean, there it\'s just a matter
of ensuring that the information, the files, the data is ultimately
correct. It didn\'t have to be immediately correct. Obviously, it isn\'t
available to a user until ‑‑

MR. HATFIELD: Good point. Good point.

MR. PEPPER: Other questions from colleagues? Doug Webbing from
International up here.

MR. WEBBING: I have just one question. From what Mike said about the
satellite area, I was just wondering, given the sort of transponder
market you\'ve been talking about or marketed use of transponders, what
kind of lessons are there for the terrestrial wireless users in terms of
either Commission rules that help you or rules, maybe, that hinder you
or rules you either like to see added or not added?

Is there something, you know, that you could suggest that would help us
to think about applying what you\'ve learn today to terrestrial wireless
situations?

MR. ANTONOVICH: I must confess, I probably don\'t, because I deal from a
customer service perspective. And I, certainly, understand and
appreciate what customers want. I have no idea what the FCC wants.

MS. CARNELL: Bob?

MR. PEPPER: Diane?

MS. CARNELL: Yes. Diane Carnell with the Wireless Bureau. Could I turn
that question, maybe, to Sharon and Mr. Reece just to talk a little bit
about what analogs you might see from other markets, particularly
electricity markets or the utilities markets, of next steps that might
get this process rolling in the spectrum context?

And you, who are looking at it sort of more immediately in the spectrum
context, whether there\'s something that you see that would sort of get
this ball rolling that are more factors as compared to sort of other
less important factors? You mentioned a number, but I\'m wondering, you
know, how do we get started?

MS. CROWE: Well, how we got started in wire‑based telecommunications was
we approached ‑‑ Williams and Enron (phonetic) approached Comtel about
facilitating a bandwidth trading organization where we brought together
14 principals to sit down and discuss the marketplace in detail and
create a standardized contract.

We took a couple of contracts that were out in the marketplace and, you
know, sat in a room in Washington and again in Tucson and just went
through it and created the type of contract that we felt was not only
commercially feasible, but technically operational.

And that\'s the big issue, too, because the initial contract that we
dealt with with Enron had commercial feasibility, but the technical
issues were oversimplified. So it\'s beneficial for you to have your
commercial people and your technical people in the same room when
you\'re going through it.

And it was great, because it was trading perspective brought in, but
there was also, like, no, no, no. You really can\'t do this. And this is
why. That\'s one way to get started. Another is to look at the
marketplace and see if it\'s going to happen overnight.

Give yourself a timeline that you can easily work with and bring in
entities like Mike\'s and Morgan\'s who are participating in this space
with Red Bat\'s vantage point and the people that are sitting there
saying, okay, we think that this marketplace is feasible.

I think that was speaking on the first panel \-- thought it was
feasible. Get down in a room and propose to yourself how you want the
marketplace to work, and then approach the FCC with this, because
dealing with the FERC and the FTC all these years, I know it\'s a lot
easier to work with regulatory when you say this is what we think the
market should look like, instead of expecting the government to give you
some rules. And then, you come back and it\'s a back-and-forth go
process.

That turns something that can become liquid in 12 months into something
that takes three years. No offense to the government or anything, but
it\'s just ‑‑ you know, you get lawyers involved ‑‑ I\'m just talking
about my corporate lawyers, too, you know. And I think that\'s a good
start.

I know that I\'ve kind of used the same thing with standardization, but
it really does help, because market‑adverse effects do happen. And
you\'re better to be pro-active with regulatory with how you want the
market to look like in the front, because when something like this
happens \-- I mean, when gas went to \$28, when power went to \$7,000,
the FERC walked in and then all of a sudden, you get additional
regulation.

If you want it to be a free market, then be pro-active, sit down, get
yourselves together, and create the marketplace the way you want it to
look like. Sorry.

MR. PEPPER: Mark?

MR. ROTH: From our perspective, just a general obvious statement you
need in order to form this market, we need buyers and we need sellers.
On the buyer side, I think it\'s ‑‑ I think we have a pretty
straightforward buyer proposition for the buyers.

And the seller side, that\'s the real point of inertia is getting the
sellers to commit their capacity through this mechanism. And why we
think we have very strong value propositions for them, particularly for
smaller PCS carriers who have a difficult time building a subscriber
base that they can actually sell to, especially in the face of
nationwide marketing campaigns and nationwide coverage, how do they
create a subscriber base and reduce their acquisition costs?

We think that we have a strong proposition for them. And those are the
sellers that we were going to first approach. But in general, there\'s
probably just a huge amount of inertia around the concept of applying
management concepts to frequency or spectrum use. So I think inertia
might be one of the biggest impediments.

MR. PEPPER: Any questions for anybody out there?

MS. CROWE: If I can make a comment, the best way to get sellers into the
marketplace is by saying you have an asset base you need to preserve the
value for. And you can either utilize it if the marketplace gets
rolling; you can either sit by and become a victim to whatever ends of
developing. Or you can be part of the process.

And that\'s how we\'ve been able to get additional carriers into the
bandwidth trading arena by simply saying you\'ve got \$14 billion worth
of value on the ground. Either step up to the plate, make the rules, or
just become a victim to them.

MR. PEPPER: We\'ve been hearing a little bit difference, I think, is Red
Bat is a more of a retail‑oriented market, as opposed to the wholesale
market in terms of what we\'re trying to do at Williams and Amsat
(phonetic).

And I\'m curious whether you\'ve thought about using the Red‑Bat
approach or, you know, what somebody else might call kind of a ‑‑ what
Price Line\'s trying to do in some of their retail minutes in the
long‑distance business. How would you apply those approaches to the
wholesale network capacity?

MR. ROTH: Are you asking to link into ‑‑

MR. PEPPER: Link into. Or have you thought about using the, you know,
your approach to the kinds of issues that Sharon and Mike ‑‑

MR. ROTH: Sure, absolutely. We would if you have a wireless bandwidth
exchange in an institutional model or wholesale model that, for us,
would seem to resemble more of a futures market where they would be
trading a capacity ahead. And we would be able to liquidate that
capacity, instantly.

For example, if you had third‑party investors coming into that exchange
via bandwidth in certain locations, there might be speculators saying,
well, I think in Chicago at 5 o\'clock on January 30th, there\'s going
to be huge demand for wireless minutes. They could buy that, and then
auction it off instantly through our retail market. So I think we\'d be
very supportive of ‑‑ we would help provide liquidity to a wireless
bandwidth exchange.

MR. PEPPER: Laurence, a question. In the European context, are there the
same kind of transponder sales in spot market and satellite time that
Mike was talking about, do you know?

MR. GREEN: I don\'t know offhand, I must say. But I imagine that if it
exists here, that means satellites are such an international sort of
activity, I\'d be surprised if something similar weren\'t going on in
the UK. I mean, what we\'re seeing, I think, not just on satellites, but
more generally we\'re seeing sort of little gray markets jump up in the
UK.

We don\'t have a great deal of information on it. We just get anecdotal
evidence they exist and look at base stations which is sort of like
provided by third party for a small group, a close group of users. And
there\'s some indications there that companies are buying and selling
themselves just to get hold of the spectrum.

So that\'s a sort of a rather clumsy way of spectrum trading, but hard
information is very difficult to come by. I\'d just add to something
that was said previously that was sort of interesting for marking in
wireless minutes, so I guess the logic of convergence will be that it
won\'t matter whether it\'s wireless or wireline for many applications.

And one of the scenarios that we\'re exploring in this study is called
\"band revolution\", where, because of the bandwidth demand, everything
goes over to fiberoptic. And wireless is just used where it\'s
essential, for example, for mobile or maybe for short‑tail. I think
you\'ll see that\'s the point of view of the user.

It doesn\'t much matter whether it\'s wireless or wireline in that
context. And we\'ll see markets in just communications or bit transport,
irrespective of whether they are wireless or wireline.

MR. PEPPER: Mike, you were nodding that this does happen.

MR. ANTONOVICH: I can help Laurence out. Indeed, they are very vibrant
and vigorous broker reseller arbitrage for satellite spectrum and
services in Europe, as in elsewhere and global.

MR. PEPPER: Are there differences among regions to ‑‑ some countries
doing it in a way that facilitates it, for example, more than we do,
lessons that we might learn in or, I mean, where do you find that ‑‑

MR. ANTONOVICH: Well, it\'s different. There\'s a service provider layer
that one sees, globally. Some of the strongest international providers
in our industry, satellite industry, are European ‑‑ British Telecom,
GlobeCast, notably.

And in the U.S., there are a number of very strong providers, including
Williams and others, who operate internationally and globally. But that
market is, right now, it\'s about digital video. Where I think the trend
line is it\'s going to be far less about video and more about
transactional activities far beyond the plain old television.

And I think that\'s where the models get very interesting in terms of
the integration into the wireless PDA markets and a lot more
hybridization of networks. It\'s going to be less about just
geostationary satellites and more about integration of them into
terrestrial wireless and terrestrial wired networks and more of an
integrated networks approach to however one moves picture, sound, files.

MR. PEPPER: Thank you. Any further questions from the audience? Charles?

AUDIENCE PARTICIPANT: Yes. It occurs to me is that the wireless could
have one complication that, perhaps, wireline and satellite doesn\'t
have; and that is, is the time and wireline, I think, you pretty much
have the control over the physical stuff by the ‑‑ being carried,
selling the service.

With wireless, it\'s quite possible somebody buys the time and, perhaps,
he\'s mobile. Perhaps, he now causes interference to a third party, a
different licensee. How do you manage that liability? Okay.

Do you have all the wireless carriers in agreement, in consortium? Or do
you have big liability problems? How do you ensure against that? How do
you deal with that? I think it\'s an important factor.

MR. ANTONOVICH: It\'s a difficult problem, especially when we get out of
U.S. jurisdiction, if you will, and you\'re into a multicountry
environment. The Europeans, as an organization, do an excellent job of
managing and mitigating interference on a regional basis.

But one of the beauties of wireless, naturally, is users from virtually
everywhere within that footprint, be it terrestrial or satellite, get
access. It\'s also one of the hazards of tracking down interference and
mitigating its use.

And as we get into more of the non-geosatellite systems, there\'s been a
great deal of UN cry about interference that we\'re concerned about in
the geostationary business from these low‑earth satellites that are
moving through the view of our customers.

Largely, most of these problems can be mitigated or managed. And it
takes a lot of careful coordination activities by the various existing
applicants and new entrants to the markets to manage it. It\'s not
insurmountable. I mean, we certainly have to live with the laws of
physics and propagation. But they work.

MR. PEPPER: Thank you. I thank the ‑‑ Diane?

MS. CARNELL: One quick question, probably, directed towards the Sharon
Crowe again. I\'m wondering whether there are any examples from other
sectors of actions that regulatory authorities have taken or not taken
that have been particularly helpful towards developing secondary market
or potentially have been not terribly helpful in developing a secondary
market that we might keep in mind as we move through this process.

MS. CROWE: Oh, yes. I\'ve got a prime example for you.

MS. CARNELL: Okay.

MS. CROWE: It\'s called FERC Order 888, 889. And although it opened up
the electricity market more for capitalism on trading and the separation
of generation transmission assets from the utility base, it did not
really touch on all the implications at managing a transmission grid
that is not totally connected, you know, because you have connectivity
problems between different regions, Eastern that connect to Western ‑‑
and TBA, and so on.

It didn\'t address all those issues. So they had to come back out with
FERC Order, what they called 02 (a), which was the FERC Order 2000 which
further died down into the opening up of the transmission grid for free
access for all counterparties.

And because that element was missing in the original order, people
claimed that that\'s why you had a power problem in synergy and TBA when
it went to \$5,000, \$7,000 a megawatt hour when historical prices never
topped off at \$35.

And so, those are ‑‑ that\'s kind of the reasons why we\'re looking at
the other element of telecommunications on a very technical aspect,
because in electricity, you know, the grid finds a way of healing
itself. In telecommunications, there\'s no second chance to be right.
We\'ll lose the data.

It has to be retransmitted, especially with continuous feed. So that\'s
why, you know, when you\'re looking at issues, make sure that all ‑‑ you
look at the glass as if it has no water in it. Everything that can
happen will happen. Sorry.

MR. PEPPER: With that, I want to thank the panelists very much. This is,
again, a great panel. And we\'ll switch panels and be back in about two
minutes. Thank you.

MR. HATFIELD: Tom Sugrue, who is the Chief of our Wireless
Telecommunications Bureau, has joined us down at the other end of the
table. Are we ready? Tom Hazlett will start out if we figure out the
technical problems here.

MR. HAZLETT: Hi, I\'m Tom Hazlett. And I have a paper coming out. I know
you all are going to want to read this. So we\'ll ‑‑ I don\'t have the
paper for you to check out. So that\'s why I\'ll just pitch it here
called, \"The Wireless Craze: The Unlimited Bandwidth Myth, The Spectrum
License Faux-Pas and The Punch Line to Ronald Coase\'s Big Joke.\" And,
of course, it tells you everything you want to know about liberalizing
radio spectrum policy.

And the interesting challenge that was issued by the Chairman of the
Commission the last part of February has just sort of some terrific
historical irony when Chairman Kennard suggested that we have wireline
bandwidth markets. Why not markets in wireless?

Well, that was an interesting question posed in 1959 by Ronald Coase who
later won a Nobel Prize for work coming out of his analysis of FCC radio
spectrum policy. And, in fact, Coase thought that there should be radio
spectrum markets. And this was an intriguing idea to many people.

And he was invited to testify in 1959 to the Federal Communications
Commission about his policy proposal. And the first question from an FCC
commissioner was is this all a big joke? And, in fact, Ronald Coase
found very little support for the idea of radio spectrum markets and,
indeed, a long proposal that detailed what exactly should happen to
develop property rights.

And property rights, radio spectrum markets was written for the Rand
Corporation, a well‑known think tank, that paid for the report, and then
refused to publish it. And they refused, in part, because of an
anonymous referee report that was now, in part, published by Ronald
Coase some decades later when it was less controversial.

And part of the report said I know of no country on the face of the
globe, except for a few corrupt Latin American dictatorships, where the
sale of the spectrum could even be seriously proposed. This came out
about 1960 and led the Rand Corporation to back away from going forward
with this proposal.

And here we are today talking about exactly the sort of proposal that
Ronald Coase had in mind with, hopefully, less dramatic controversy
surrounding this road from public interest allocation to property rights
to bandwidth markets.

And this is the flow of logic. Unfortunately, Bob Pepper brought up
Ellie Nome\'s proposal a few years ago and because Ellie is not here,
I\'m sure there\'ll be no contradiction to this. (Laughter.)

The fact is that Ellie did not propose going to property rights to
incite bandwidth markets. In fact, his idea was to go directly from
public interest allocation straight to bandwidth markets. Well, that\'s
a short cut that will not work. And in fact, policy makers in trying to
put the market together, so to speak, were figuring out ways to have the
market develop should really be worrying about traversing this political
line of death for many decades has separated the public interest
allocation system from property rights.

And, of course, you go back to the earliest days of radio spectrum
regulation, the central logic of the policy was to preempt vested
rights, private property rights in radio spectrum. And even today, the
policy adopted in December of 1926 and before the radio act is still in
effect.

And that is that you have to give up any claim to vested rights to have
an FCC license. But the policy today has been liberalizing and the way
that it can further add the combustion to the move towards bandwidth
markets is, certainly, to allow these properties to develop.

Bandwidth markets, obviously, can develop without a rule‑making and, in
fact, will best develop without a rule‑making explicitly on the subject
of bandwidth markets. Wire line bandwidth exchanges are popping up all
around. We\'ve heard from some of the people involved in these.

And the key there, of course, is that the fiber creates private property
rights in the radio spectrum and allows that market to develop quite
spontaneously. It\'s also important to see that the so‑called glut or
the great increase in supply in spectrum in the wire line part of the
market is really responsible for exercising this development in these
trends to create these bandwidth markets.

That should be a very important suggestion to the FCC that allowing more
spectrum to be in use in more flexible ways, thereby increasing the
effective supply of radio spectrum, is what we have to do. And, of
course, in fundamentally enabling the market, there are various aspects
of property rights to consider.

And the FCC is not unaware. There have been papers written by FCC people
and other experts, including Evan Corell and Doug Webbing that go back
many, many years that talk about flexible use, flexible technology,
flexible divisibility of spectrum, and so forth, free transferability
without license transfer delays, and the right to use unoccupied bands.

That\'s something that has not been so commonly discussed, but
certainly, the ease of entry that will allow much more spectrum to come
into the market would be probably the single greatest factor to get
bandwidth markets going, because it would create this so‑called glut of
spectrum.

So this will unleash the cornucopia, the full property rights for
spectrum users, gearing the telecommunications regulation wireless
specifically to concerned restrictions limited to interference contours,
shifting the burden of proof in FCC proceedings to those who oppose
entry and use liability rules and streamlined technical adjudications to
allow entrants to come in and to use spectrum in new ways, unoccupied
spectrum, that is with administrative short‑cuts.

Sort of a footnote to this is that antitrust policy will have to move
with the FCC policy, instead of having sort of the poor‑man\'s antitrust
policy that said there can only be so many licenses owned or various
cross‑ownership restrictions because there is this service limit to what
a license is for.

We\'d have to go to a generic antitrust standard which, in my opinion,
is not at all a bad thing. You have to go? No. Wrap up here? I think
it\'s plausible. There are lots of examples that people are familiar
with showing the liberalization benefits to consumers. There have been
spectrum reforms and liberalization really going on since the middle
1960\'s.

There\'s a lot of stuff going on now. I would suggest that there are
still miles to go, vast underutilized spectrum, whether you look at the
TV band, whether you look at the possibility for underlay rights, in
addition to overlay rights that would unblock technology such as ultra-
wide band.

In fact, the crowded spectrum today is vastly underutilized. Why?
Because of limits on technology and flexibility. I would conclude with a
punch line to Ronald Coase\'s joke which is that, in fact, I don\'t know
why you want to characterize the government of Guatemala, but there are
easier, better, more liberal ways to do spectrum policy.

And since 1997, in fact, January of 1997, the telecommunications law in
Guatemala has issued a radio spectrum license, something the United
States has not seen. As you know, we issue radio station authorizations
in the United States that actually regulate the apparatus.

Here, in the Guatemalan telecommunication context, this is the license.
It\'s a one‑page license. And it has five definitions of radio spectrum
that go to the licensee or the owner. This is ‑‑ defines what they call
a TUF, a T‑U‑F, Title to Use Radio Frequencies.

And this is ‑‑ I could use my algorithm Spanish to read this to you. But
I\'ll spare you that. (Laughter.) But as you can plainly see, the fact
is that this license very simply defines a block of radio with respect
to geography, bandwidth, hours of operation, interference in and
interference out, omissions in, omissions out, and has dates at the
bottom. And that\'s it.

So this sort of liberal policy actually is working quite well in the
Guatemalan context and should give hope to all of us, including Ronald
Coase, that it is plausible to talk about the sale of spectrum, whether
or not you be in a Latin America democracy or the United States. Thanks.

MR. PEPPER: Rich Barth?

MR. BARTH: Thank you, Bob, Dale. It\'s not particularly easy following
Tom\'s enthusiasm with a message of don\'t do it when he\'s saying just
do it. So I\'m going to try and weave a somewhat more cautionary tale.
Do it, but don\'t do it everywhere.

And I would base that recommendation on the fact that for at least the
next four years following, perhaps, Coase\'s time lines, it\'s not
highly likely that we\'re going to see the Defense Department give up on
all its spectrum. We\'re not going to see public safety give up on
spectrum.

So there will be bands that are going to be encumbered by some sort of
restrictions in the public interest that probably will evolve into
different uses over time. But pushing against those brick walls, initial
initially, I would not recommend as the easiest course of auction.

Let me roll back to the beginning, and then come to some points that I
think are complimentary to Tom\'s. When I started trying to pull my
thoughts together on today\'s presentation I, of course, immediately
went where the Washington Post went this morning in the pork bellies and
thought I could make jokes out of that and tried to think through Wall
Street and how some early markets were created in this country and
globally.

And really none, in my mind at least, simply apply in any ready way to
the marketplace where we\'re at today for spectrum, spectrum management,
spectrum allocation, spectrum property rights, and all the elements
having to do with the secondary spectrum market.

The constraints are very real. You have a regulatory overhang from the
Telecommunications Act in the \'30s that\'s still out there inhibiting
certain kinds of transactions. There are issues to be looked at there.
There are certainly all the physics issues that were talked about
earlier, propagation characteristics.

You can\'t just compare spectrum at 700 megahertz at to spectrum at 1.9
gigahertz, 2.5, et cetera. There are clearly spectrum bands below 3
gigahertz that are much more able to be used for mobile applications
than for fixed. Fixed would work there also, but fixed also works above
3 gigahertz much more easily keeping the lower spectrum which has the
right propagation and other characteristics for mobile more available
for those services.

What we would like to recommend from a more rural perspective is, yes,
try some of these. Just do it spectrum marketplace new ideas, but be a
little bit cautious in how you do it and where you do it. And I\'d
recommend that the Commission look at, perhaps, a bifurcation of two
different categories of future licenses.

One would be a permissive reuse of spectrum which could be defined in
the rules going forward for new spectrum allocations, and the other
would be a permitted reallocation or reuse of spectrum by which a user
would have to come in to the Commission and get prior approval, as
opposed to in a permissive system getting ‑‑ merely informing the
Commission of the change of ‑‑ the transfer of the license, the transfer
of the use, the transfer in some way, shape, or form of the use of the
spectrum for economic gain or not.

In the initial case for permissive re-use, we\'d recommend that new
spectrum bands that are auctions, as opposed to those that are otherwise
allocated, be considered for a permissive re-use. The key missing link
here, however, is that the regulatory overhang, as I called it, of the
FCC\'s process is still out there and not likely to be easily swept
away.

I would commend the Commission to think of how it rethought its
equipment recertification processes over the last 6 months, where the
Commission did what we, in Motorola, call a core process redesign.

They looked at every aspect of taking in equipment certification
application through the end game of issuing the certification and cast
away many, many, many of those steps in order to streamline the process,
fast‑track the process.

In doing so, in a period of I think just about three months, the
Commission went from 120‑day processing time down to a 12‑day processing
time for its equipment certification. The Commission knows how to do
this and needs to look at some of the processes that it has internally
in place and has probably had in place for the last 50, 60 years and
carefully desegregate them into those that are truly necessarily in the
public interest and those that aren\'t.

And even on top of that, look at some permissive reuse, reapplication,
re‑licensing of spectrum‑kind of scenarios, rather than just the
permitted ones that we have today. I think that the band manager concept
is one that sort of moves down this path. And that\'s pretty obvious.

And I think the Commission, particularly, in what I call odd‑bands like
the 4.9 gigahertz band, which doesn\'t seem to be generating a lot of
interest on anyone\'s part would be an obvious candidate to also
license, perhaps, in a band manager‑type of approach if it has to be
auctioned. That\'s pretty much it.

I think the permitted versus permissive reuse of spectrum is the way to
go, because you\'re not going to redirect the entire FCC system towards
a new spectrum‑free marketplace, nor should the Commission consider
doing that in light of all of its other responsibilities in managing
spectrum. Thank you.

MR. PEPPER: Thank you. Joe?

MR. MITOLA: Thank you. I\'m Joe Mitola from the Miter Corporation. Miter
is a public corporation, not‑for‑profit, chartered in the public
interest, what Tom called a think tank. And I\'m ‑‑ and we operate
centers for the Department of Defense that do research for DOD.

I\'m not speaking either for the DOD nor for the Miter Corporation. I\'m
just speaking as a guy who knows something about software radios. As
many of you know, software‑defined radio is an emerging technology.

It has its roots in digital radios, radios that use base‑band signal
processing for creating an air interface with the constraints on the
transmission band being defined by the hardware.

Software‑defined radio technology extends this digital radio starting
point by including a wide‑band antennas, wide‑band RF conversion,
wide‑band analog‑to‑digital conversion, and then higher performance
digital signal processing so that one radio device with a fixed piece of
hardware can access multiradio bands and modes that are pretty adjacent
to each other, such as between 400 and 900 megahertz, for example.

For software radio, that\'s pretty close together and can do this with a
software personality. Now, a single‑channel software radio has ‑‑ only
gets to use one of its many personalities at a time. Two‑channel radios
can use more than one at a time, and so forth. This offers a lot of
promise.

For example, commercial operators are sponsoring the development of this
technology, because it offers the potential of future proof in the
infrastructure against changes in the air interface standards. If you
look at third‑generation wireless, for example, 3D based on wide‑band
co‑division multiple access or WCDMA, there are enormous number of
combinations of data rate, quality of service, tariff, and availability
for these different modes.

Data rates range from a few kilo bits a second up to a couple of
megabits a second for a single user. And so you look at this new
technology. A WCDMA chip could be built like the Qualcomm chips are
today, for IS‑95, pretty much with a sing‑function chip. However,
that\'s unlikely.

It\'s more likely that the silicon in these handsets will have a
programmable analog‑to‑digital and digital‑to‑analog conversion
capability in there, so that while this third‑generation rollout is very
incremental and relatively slow and spotty in some places, it will be
able to back off to second and first‑generation personalities.

In other words, the wideband despreader will also have an A to D
function and all the rest of the GSM or IS‑136 or amps or whatever the
prior generations are will be done in software personalities. And this
is something that\'s pretty well technology-in-hand today.

These narrow‑band modes are almost entirely done in software. Now, you
could unleash ‑‑ now these are in research labs, not in deployed
products, just to make that clear. This technology could be unleashed
for secondary markets according to the following scenario \-- and since
the Commissioner likes real estate, I\'ll use a real estate analogy:

About 25 years ago, my wife, Linanne (phonetic), and I bought our first
home. It was a townhouse. On our first Thanksgiving there, the neighbors
got together for a game of touch football in the backyard. There were no
fences. We had plenty of room to play.

The next year we got together and we couldn\'t play, because everybody
had fences, some for dogs, some for cat kids, some to protect their
flowers from us football players. So the next Thanksgiving, we
commiserated about the good old days when we could play football in the
backyards.

Obviously, using secondary spectrum, it can be a lot like playing
football in the backyard or in the backyards with a lot of neighbors. In
the past, the only way to guarantee that the football players, the radio
transmission devices would not crash through the petunias was to build
these physical fences, the physical limits on the RF hardware
transmission devices.

With software‑defined radio, however, what we\'re doing is tearing down
these fences. The fences are going down, because we\'re creating a SDR
handset that can access spectrum from 400 to 960 megahertz in one band
and from 2 to 5 gigahertz in another band.

Now, this is a football player who can jump over the existing fences,
kind of in stride. And as we progress towards a proliferation of even
more affordable and smarter SDR technology, we\'re going to be
approaching the backyards in my current neighborhood.

Now we live on a golf course. I still have the same wife, by the way.
There are ‑‑ that\'s unusual. There are no fences in my backyard. There
are, however, these discreet little white stakes that tell the golfers
where their balls out of bounds, tell me where my neighbor\'s yard ends
and mine begins, and so forth.

And what we\'re financially incentivized to do that, because the view of
the green is worth money. So that\'s why we do it. And I get the divot
taken out of my backyard every so often where we can throw footballs
around and it\'s an open kind of environment like we\'re envisioning, I
think, that the FCC\'s envisioning, maybe for spectrum.

But in order to have an orderly system with these almost no physical
fences, you have to have good rules and automatic electronic‑type
enforcement measures. In the past, radios were not smart enough to obey
the complex rules sets that I believe will be necessary to switch from,
say, a cellular band, following Mr. Reece\'s kind of model, over to a
police band to get a few spare digital amps channels when you need them
instantaneously and then back again a few seconds later to balance the
loading of the cellular radio network against unused police channels.

Recently, I wrote a paper called cognitive radio for flexible mobile
multimedia communications where I describe the technical details of a
spectrum rental protocol by which software radios could actually do
this. Police could get their spectrum for periods as brief as a few
seconds to users such as cellular operators.

Within a few careers, this radio technology will be capable of accessing
spectrum in this way and of automatically obeying intricate rule sets
needed to assure equitable access back to the primary user. So if the
cop pushes to talk, he gets to use the band, even though a second or so
ago it was used by somebody else.

Now, I call this the spectrum seasonal protocol, because in my vision of
the future, those to whom the spectrum is allocated would have the free
market incentive to generate a revenue stream by charging secondary
users for that spectrum.

This creates some financial incentives for the primary users to invest
in the SDR technology required to offer the spectrum rental for
well-orchestrated secondary use, in other words for rent. And I\'ll get
to this issue of well‑orchestrated in a minute.

I think it\'s going to take a combination of SDR technology, of
SDR‑based rules of etiquette have yet to emerge, plus the financial
incentives to take the next big step in secondary uses of spectrum. For
example, if spectrum caps did not apply to spectrum rental, then you
could have spectrum caps at limit in certain ways, and yet spectrum
rental that somehow allows those who are generating a lot of revenue to
get additional spectrum.

That\'s not a proposal. That\'s just a thought. Let me conclude, which I
think Peter wants me to do, by emphasizing the fact that we need good
rules. And it will take some well‑instrumented, scientific experiments
to develop them.

I know how I feel when I go in my backyard and I see some physical proof
that a doberman has visited, conducting business in an unauthorized way.
Now, if that doberman had had a smart electronic collar with a GPS,
global positioning satellite motion sensor, I would have been able to
persuade him not to stop for that long in my backyard.

Some secondary users of the spectrum are going to inadvertently fall
into similarly undesirable behavior. SDR technology is like a new puppy.
But it is a doberman, and it has teeth. If you can transmit anywhere
between 400 and 960 megahertz on a watt right next to somebody\'s heart
monitor, you have teeth.

So what we need to try to do is to create well‑heeled SDR technology
that has the technical rules embedded in the handsets and also in the
infrastructure so that we can have both good football games and good
neighbors. And as always, these are my personal views and not those of
the DOD nor of the Miter Corporation. Thank you.

MR. PEPPER: Thank you, Chuck. Michelle?

MS. FARHQUAR: I\'m Michelle Farhquar. I\'m a partner in Hogan and
Hartsen Law Firm. I and I appreciate the opportunity to address these
distinguished panelists here today and, really, applaud all of you for
your leadership in sponsoring this forum.

I think the timing is excellent to launch the secondary market
initiative for several reasons. First, as you\'ve heard today, there\'s
been a strong evolution of a wireline spot market.

There\'s also been emerging experiences and successes with secondary
spectrum markets, as I\'ll discuss in a minute. Upcoming guard band
auctions will also provide further practical experience for the FCC and
the market and faster secondary markets on a broader scale will enable
the FCC to identify underlying marketplace and regulatory barriers.

And I do believe that there are some out there. I\'ve also had some
personal experience that leads me to believe this back in January and
February where I was approached by a very small LMDS licensee who wanted
to buy some additional spectrum. And it\'s very difficult for someone in
that category to know where to do, where to turn to.

We started with the FCC\'s data base and looked at all the LMDS
licensees in particular market areas of interest, especially with some
size and quantity, and then had to approach licensee‑by‑licensee,
attorney‑by‑attorney to get what we needed.

And it was a very slow, cumbersome, not an easy process. And I\'m not
sure that it really led to much fruitfulness. So I certainly,
personally, have experienced the frustration that many licensees have in
this area. By way of background, the FCC has options more than 5,000
megahertz of spectrum since 1994.

And as Chairman Kennard noted in his recent CTIA speech, there have been
two very surprising results, almost a dichotomy. We still have a major
shortage of mobile radio spectrum in particular, for the commercial
operators in the urban areas. 3‑G data networks need much more spectrum.

For private radio users, as well, they have very severe needs, again,
specially in the urban areas and the urban markets. At the same time, we
now also have large unused spectrum blocks and capacity which,
unfortunately, to not match up perfectly with the most urgent needs.

Here, we have very little build out in the rural areas. And I\'d go so
far to say that rural consumers are dying of thirst in an ocean of
untapped spectrum and completely agree with many of the comments of
Carrie Bennet in that regard.

We also have lack of deployment and equipment for many of the spectrum
bands half recently been auctioned. It\'s often been described as a
chicken and egg problem where the licensees say there\'s no equipment.
The manufacturers say there are no specifications or business plans.

And the end result is no build‑out. By way of secondary market
experiences ‑‑ and these are really just the tip of the iceberg that
I\'ll mention right now ‑‑ we\'ve talked already about the wireline spot
market. We\'ve had some familiar with our firm with this particular
area.

And it\'s interesting that a lot of these spot markets have been emerged
as anonymous where the sellers of spectrum don\'t want to be known in
terms of what prices they are offering on a daily or weekly or a
particular basis. So clearinghouses have emerged.

And the third‑party brokers have facilitated this process in matching
the buyers and sellers. And the sellers, in particular, have benefitted
from reduced marketing costs, the ability to off‑load some of their
excess capacity, and also guarantees from the clearinghouse or broker
that they will get paid.

So they are able to offer their spectrum to buyers that might otherwise
not meet their credit checks. With respect to wireless, there\'s been a
long experience, both positive and some negative, with resale, which is
a type of secondary market.

It\'s worked well in the paging area, have had mixed results in other
areas. But one I\'d like to point out that I\'ve had some experience
with is a company called Air Sell (phonetic) which is reusing excess
rural cellular capacity, repackaging it, and then beaming up to the air
with antennas that are focused on the airborne general aviation market.

So they are completely reusing an untapped spectrum base. They only need
five or six channels of what\'s 800 channels‑plus in a given market. And
they are able to establish a nationwide footprint, because the cones
that they establish are able to go much further in geography than they
do on the ground.

Therefore, it\'s a win‑win situation for a number of people, certainly
for the rural cellular operators. They\'ve got a brand new revenue
stream. And that allows them to deploy further to more rural consumers.
And also, they are not a direct competitor, because they are serving a
whole different customer base, these general aviation fliers and pilots.

And also, there\'s no interference. They very carefully tested for
interference before they launched this whole exercise. And the cellular
operators had to reassure themselves of that, too. And there are very
strong provisions in these contracts that ensure that the cellular
operator can shut down these systems if there\'s even the slightest
possibility of interference.

Also, the FCC has had long experience with ITFS lease agreements in the
MMDS‑ITFS arena since 1985, although wireless cable may not have taken
off or worked, there are still allot of these agreements out there and
many of which are still operational.

We\'ve already heard about the satellite transponder capacity issues
raised by Pan Am Sat (phonetic). And Carrie Bennet talked a little bit
about affiliation agreements to build nationwide footprints for a lot of
new nationwide wireless providers.

There are three ways that I\'ve seen these done and accomplished. One is
the nationwide carrier leases spectrum from other licensees. This is a
model that Morgan O\'Brien talked about a little while ago. Another is
the nationwide carrier affiliates or has franchise agreements with a
local licensee.

And the third way, which is the most difficult in many ways, is where
the nationwide carrier encourages a local company to lease its spectrum
and build out its market and then manage that market. And this becomes a
little more cumbersome because of nature of the FCC\'s rules.

Also, wholesalers of micro wave spectrum capacity that are emerging.
Pathnet is one of these. And I think they are finding that there are
more buyers, perhaps, than sellers, ironically, because there are
certainly microwave licensees such as railroads or utilities that have
excess spectrum, but not necessarily a perfect match with potential
buyers there, because sometimes the buyers want higher speeds or they
want the bandwidth in certain places.

Upcoming, we\'ll have the guard band leases and cellular use of DTV
spectrum as I mentioned before. There are number of potential barriers
‑‑ go to the next slide ‑‑ here. A transfer of control issues has been
flagged earlier.

I think this is the category of all those old rules that Morgan O\'Brien
talked about earlier this morning. And I\'ll talk about those briefly in
a minute. They may be overly flexible in some ways, bid‑out requirements
that Carrie Bennet noted. And Red Bat noted a seller inertia. And that
could be due, in part, to the very flexible build‑out requirements.

You also have increasing spectrum values and a fear of encumbering
spectrum prematurely. Carrie Bennet mentioned that, as well. And, in
part, the wireless explosion and the promise of tomorrow has led to the
view that there\'s a pot of gold just around the corner. And you better
sit on what you have.

Don\'t encumber it, because it may be worth something next year. Then,
the lack of excess mobile spectrum capacity in urban markets has been a
problem. The lower prices that are being offered now to consumers, also
the need to support both analog and digital customers has led to a real
squeeze on the major carriers.

And finally, you have regulatory uncertainty, including FCC\'s concerns
regarding their own enforcement authority over some of these secondary
market licensees or lessees and interference concerns.

MR. PEPPER: Go a couple of minutes. And then focus on ‑‑

MS. FARHQUAR: Okay, okay. With respect to the transfer of control issues
that have already been mentioned, many people don\'t realize that the
[Intermountain]{.underline} case where many of these issues spring from
is only three pages long. It was a 1963 Commission decision. And it
flagged six primary areas.

The first is, does the licensee have unfettered use of all facilities
and equipment? Usually, that\'s an easy criteria to meet. So that really
hasn\'t been much of a problem. The second is who controls the daily
operations? This has been a major problem, because if you have the
lessee arrangement, in particular, they are going to want to control the
daily operations.

Third is who determines and carries out the policy decisions, including
preparing and filing applications with the Commission? Here again,
that\'s usually easily arranged and handled. Fourth is who is in charge
of employment, supervision, dismissal of personnel? Another problem
area.

The lessee will want to have some control here. Who is in charge of
payment or financing obligations, the money, the expenses? Also, a
problem, the lessee will want some control here.

Finally, who receives the moneys and profits from the operation of
facilities? A very big problem area. Potential contract issues, these
have been flagged in a number of the franchise agreements I mentioned,
as well as some of the wire line leasing models in the air sell
contracts.

You have a lot of leverage with the licensee, both in terms of whether
or not they want to enter the agreement and in terms of pricing. The
lessee\'s comfort with a very indefinite status and indefinite rights is
a problem. Licensee responsibility for the lessee can also be a major
problem if the lessor is going to be held responsible. Interference,
technical, and operating parameters have to be worked out.

The length of the contract term is a major problem for the lessee,
because if he\'s going to be building out equipment in the particular
band, he wants to ambitize it over the life of the equipment or for tax
purposes. So he\'s going to want as long a term as possible.

Indemnification issues, who is responsible for outages, for
interference, for damages, breach of contract provisions? When can you
walk away? When can the licensee take back the spectrum if they need to,
and renewal and extension rights.

MR. PEPPER: Why don\'t you wrap up with FCC?

MS. FARHQUAR: FCC problem areas, the FCC ‑‑ some issues that have been
discussed with respect to the FCC\'s role raised some problems. Should
the FCC be a clearinghouse? Should it have broad regulatory authority
over lessees? Should it review the contracts? Should it arbitrate?
Should it draft samples or models? Should there be limited licensee
flexibility?

And I, on the next slide, have just some positive thoughts here with
respect to urging the establishment of a private sector secondary market
with a more minimal FCC role, providing strong FCC support and
endorsement for these markets, almost like a part 15 set‑up, a general
frame work that would clarify licensee control, the lessee\'s role, the
technical issues, but maintain a lot of flexibility.

MR. PEPPER: Thank you very much, Michelle. Bob?

MR. SHIVER: I\'m Bob Shiver, Chairman and CEO of Securicor Wireless.
Before I begin, I think it may be appropriate to see if I could spot ‑‑
earlier, I thought about spotting some of my time to Tom while we were
going.

First, I\'m pleased to be here.

MR. PEPPER: It\'s no option market, no.

MR. SHIVER: Well, we don\'t have to discuss price. First of all, I\'m
pleased to address sort of the Commission on the issue of secondary
markets in spectrum trading. Spectrum policy changes by the FCC over the
past five years including the options of spectrum partitioning and
desegregation have brought us closer than ever to real secondary markets
in radio spectrum.

As I think you\'ve seen from the panels today, this is truly a critical
issue facing our industry. I\'d like to speak briefly about my company
today and why I\'m here. Securicor Wireless is the largest service
provider in the 220 band. We have a nationwide spectrum footprint and
served customers throughout the United States.

We have been the dominant bidder in both of the 220 auctions held by the
Commission acquiring over 200 licenses on a nationwide, regional, and
local basis. We have developed patented linear modulation technology for
use in the 220 and other bands that permit quality voice and data
services over five kilohertz channels.

Finally, we also distribute land‑mobile radio products to the public
safety and private user communities. The history of the 220 band has had
many twists and turns. Originally conceived by the FCC as a test band
for the development of spectrally efficient technologies like linear
modulation, 220 service providers have persevered to the bulkization
\[sic\] of demand by lottery, through numerous court challenges, and
through delays in our auctions.

Today, the build‑out of the 220 band has obtained a critical mass and
its service providers have now rationalized their spectrum holdings
through the auction. The 220 band has emerged as a strong competitive
force in the specialized wireless markets and the test envisioned by the
Commission 10 years ago has proven to be a solid success.

We\'re now ready for the next stage of our development. Securicor
believes that the development of a free and open secondary market in
radio spectrum will greatly enhance the wireless service options
available to all private users.

The spectrum market auctions are a good, but imperfect, delivery
mechanism to the market and leave significant spectrum demands unmet.
While they are clearly a great improvement over past licensing methods,
auctions are held infrequently, are subject to legal challenges and
delays, require significant managerial time, and capital investment, and
certainly involve uncertain outcomes.

They are not well‑suited to meet the demands of many private
organizations and cannot accommodate, among other items, spot market
needs. A secondary market inspector will supplement the primary market
and enable spectrum providers to offer their customers a portfolio of
spectrum options where and when they are needed.

We believe this secondary market can be best realized through private
suppliers of spectrum such as the guard band managers recently approved
by the Commission for licensing of the 700 band. These private
organizations, in turn, must have flexibility to meet market demands
spectrum in all forums.

Our experience suggests that the best way to meet this demand is through
spectrum leasing. Since the 220 band auctions, we\'ve been actively
seeking business and franchise partners to help us with the build‑out of
our nationwide and geographic licenses, certainly a challenge for any
wireless provider.

One partner, the national rural telecommunication cooperative, has
helped us immeasurably in lease task. We have partitioned and
desegregated licenses in many of the rural areas to the NRTC and this
community. We continued to have discussions with more parties interested
in entering the wireless business in their local markets, markets which
may otherwise not be on our roll‑up schedule for some time.

We have found partitioning and disaggregation to be an imperfect proxy
for spectrum leasing. The auctions, of course, value nationwide and
geographic licenses at a premium. We\'ve paid such a premium for our
licenses in the auction.

To break up such a license through partitioning or disaggregation simply
doesn\'t make commercial sense. And we cannot recapture the premium
we\'ve paid by doing this. Our spectrum holdings are a core asset for
our future. And like all wireless companies, we strive to maintain those
assets.

We are hopeful that this clarity will further stimulate interest in
partitioning licenses. Like most wireless companies in our business,
Securicor has entered into various business relationships, including
management, resale, and equipment leases arrangements.

We\'re always mindful in these ventures that the fundamental obligations
of a licensee to maintain control over his license. We believe this
spectrum lease can accomplish this by providing for proper oversight by
the lessor‑lessee. However, Commission policy in this area, particularly
the [Intermountain]{.underline} microwave decision, seems to provide
otherwise.

Accordingly, the relationships we have structured have been by
necessity, time and resource‑intensive, cumbersome, costly, and
difficult to administer. How, then, may the FCC facilitate the creation
of a free and open secondary market through spectrum leasing? We have
four recommendations.

First, the Commission should confirm the application of a licensee
control obligations adopted in its recent 700 megahertz guard band
decision. This will enable a lessor licensee to responsibly meet its
obligations by providing for oversight of and recourse against.

It\'s lessees without unduly limiting the flexibility of the
relationship. Second, construction requirements imposed on licensees
should be defined in terms of substantial service, rather than set
benchmarks expressed in terms of geographic and population coverage.

This will help assure that licensees may respond to the real demands of
their markets without the need to build‑out and carry expensive
infrastructure before the market will support simply to preserve the
license.

Third, the FCC should count the build‑out by spectrum lessees,
resellers, and others towards meeting the licensees\' construction
obligations. This will provide licensees incentives to participate in
the secondary market and seek partners in markets that they may not
otherwise reach.

Fourth and finally, the Commission should continue all efforts to
broaden the reach and availability of its universal licensing system.
This, of course, will provide the core data base of licensees necessary
for a secondary market in spectrum.

With these actions, the Commission will continue to ‑‑ the momentum it
has built in the past few years towards an open secondary market. This
is especially important to remember that many countries look to the
FCC\'s policy as a model for their own.

We believe that the Commission may facilitate the creation of a truly
international secondary market in spectrum, promoting service options
and spectrum availability, not even dreamed of a few years ago. I
appreciate the opportunity to share my views today.

MR. PEPPER: Thank you very much, bob. I\'d like to, actually, ask the
first question of Michelle, because this [Intermountain]{.underline}
case keeps popping up as something that stands in the way of allowing
the kind of, you know, lease arrangements, and so on. Now, the
Commission ‑‑ I mean, this was a Commission action in 19 ‑‑

MS. FARHQUAR: 1963.

MR. PEPPER: ‑‑ 1963. And as I think about it, the Commission does not
apply all the [Intermountain]{.underline} criteria in the broadcast
area, for example, with management agreements. What did the Commission
do there?

MS. FARHQUAR: What the Commission did there was that it allow lease
agreements and management agreements, both for the radio and
increasingly, to some more limited degree, on the television side. But
it was a very conscious decision by the FCC where they set forth a new
frame work which is not necessarily the [Intermountain]{.underline}
frame work.

And it was done at the Commission level. But there\'s no statutory
requirement that the [Intermountain]{.underline} criteria be met. It was
done very specifically by the FCC. And it\'s continued down through
time.

Now, what happened, I guess, in the late \'80s, mid‑80s is that the FCC
became very concerned that cellular licensees were overusing management
agreements. So it basically put the crimps down a little bit with
respect to these agreements and issued this 1986 policy guidance and
reaffirmed the [Intermountain]{.underline} standards and actually
sharpened them up a bit. There may be some liberalization that\'s
happened de facto since then, but certainly not that they\'ve announced.

MR. PEPPER: It\'s not a statutory ‑‑

MS. FARHQUAR: It\'s not a statutory guideline, no.

MR. PEPPER: Tom, did you have any questions? Dug?

MR. SUGRUE: Well, let me just try one. And I found the panel very
stimulating. I guess I love thinking about these long‑term things. And
it inevitably gets back to what should we do next week in order to move
the ball along?

So I might just ask each panelist if there was sort of one suggestion
you could give us that we might do and implement sort of to get the ball
rolling in the next months here, what would it be?

MR. PEPPER: Why don\'t we start down here with Rich and then ‑‑

MR. BARTH: Yes. I would recommend deconstructing the process. Dale\'s
going to hate it when I know say bring Ken Nichols down from Columbia
and have him do what we did up in the lab, because he just took it apart
and removed steps that were completely unnecessary.

If you take away the frightening bureaucratic hire 50 lawyers to get it
done process, you really don\'t have to change a lot of other rules of
the road for the FCC. And you\'d still make it a more user‑friendly
system to approach and create a marketplace for transferring spectrum
rights.

MR. SUGRUE: And by process, you mean the entire spectrum management
process? Or do you mean ‑‑

MR. BARTH: No. The process of obtaining waivers, and the process of
obtaining license transfers. There are just so many steps and legal
requirements that you can\'t do it as a common citizen. You have to hire
some wonderful law firm like Michelle\'s and pay lots of money to do it.
I think you want to make it a user‑friendly process, an online process,
preferably.

MR. SUGRUE: What does the FCBA think of that? I don\'t know. Michelle?

MS. FARHQUAR: I\'d probably do three things if I could expand that
slightly. One is to look at ways to increase incentives to build‑out in
rural areas, because I think that\'s important concern. The other is to
really look hard at the [Intermountain]{.underline} criteria, because I
think staff are giving guidance to some licensees at one level that you
can do this and that, whereas other licensees aren\'t hearing that
guidance.

And I think it\'s important to issue some new frame work or guidance as
to what the current standard really is. And then, I would really
encourage the FCC to get a private sector entity to become a
clearinghouse for some of this spectrum information.

MR. PEPPER: Tom?

MR. HAZLETT: Yes. I actually had four for you. Thanks for asking. First,
along these lines, it should be easy to find out how the spectrum is
being used. And it\'s not easy to find out how the spectrum is being
used at the FCC.

So there should be a spectrum registry that\'s put together, probably,
with outside help. And the qualification should be that you can read it
without an attorney. Why these things need lawyers ‑‑ sorry again,
Michelle.

Secondly, the FCC should really try to develop the voluntary
reallocation principles that are already started with PCS and some other
context with so‑called overlay rights. But specifically, they should
develop underlay rights for low‑powered services that could use the same
concepts, essentially, in reverse.

Third ‑‑ and I\'m surprised nobody attacked the property rights concept.
Maybe, given the context of the panel here, it\'s not on the forefront,
but the typical attack ant property rights concept is that there are
some services that should be left outside the market ‑‑ police and
safety, public safety, and things of that nature.

But, you know, the services that you were talking about here make a
wonderful case for the underutilization of those bands. And the benefit
to public safety and public services could happen in a more liberal
environment.

So to effect that and move that forward and get past the political
roadblocks, there should be a competitive bidding for enterprise or
market‑level communication systems for public service where you would
take private providers of services that would bid to the FCC to provide
services to public safety organizations like data processing contracts
with the government or, in some ways, like the next tell model or the
Fleetcal model that, essentially, allowed a given band to provide more
than taxi dispatch services in the initial days and did that plus with
extra services.

But those contracts should be the subject of the bidding. And finally,
the last thing is to ‑‑ and this goes back to what was said on the
previous panel about how you don\'t ‑‑ if you\'re trying to create new
market institutions, you don\'t want to get into an back and forth with
a regulatory agency which is the administrative process now in terms of
the rule‑makings.

If you could privatize a rule‑making, you would turn it around. And
instead of the FCC putting out a notice of inquiry and writing the
rule‑making the comments from the public, the FCC would actually sponsor
a competition for private parties to write the rule‑making. And some
people cynically will say we\'ve already privatized that process. I
won\'t get into that. But that actually is an important aspect of that.

The Commission cannot act without information from the private sector.
Essentially, all the information\'s out there. And the Commission does
have to rely on that. But instead of having the FCC in an open‑ended
process have to initiate rule‑makings and report and orders, you turn it
around and you set the timetable and you have a series of, presumably,
two rounds of private rule‑makings competing to actually create the
rules for certain markets.

And you would have incentives for consortia or organizations or firms or
individuals to write rule‑makings that were quite good and quite
plausible for the FCC to adopt, actually have a proposed schedule for a
privatized, ultra‑wide band rule‑making in 2,000 which would start on
August 1st and conclude on December 24th, I think would be a prime time
for that sort of an order to the market. In case you need that schedule,
I\'ve got it here for you.

MR. SHIVER: I still think my idea of spotting some time to ‑‑ I guess,
Tom, my comment is more economic than anything else. Three years ago,
when I took over this position, and Bob Kelly was our legal advisor, we
had a whole host of local sites that had build‑outs attached to them
spread throughout United States.

And obviously, I had lots of questions about why we had that and what
was the history for it, particularly since I did not come from a
wireless industry, whatsoever. And the comments were that we had to
maintain those to keep the license.

There, certainly, at that time was not really enough spectrum in the
marketplace in those local licenses to build much of a business. There
was not much of a technology or equipment option out in the marketplace
during that time.

And the phase two of the auction, which would have brought a lot more
spectrum into the marketplace on a national basis and certainly would
have helped. I believe that was delayed two or three times over a period
of several years.

If you added up the cost of maintaining those sites and, you know, on
average it\'s any where from, you know, \$800 to \$2,000 per site per
month, over 300 sites on a monthly basis, and then annualize that over
the period of time that we said today, that\'s a significant amount of
capital that we employ just maintaining those licenses because of old
rules that had we had use of that capital elsewhere, I mean, we probably
would have been into the marketplace with a more efficient
consumer‑based service much sooner than we said today.

So I really look at if there\'s one thing I would change, you know,
tomorrow it would the construction kinds of requirements that go along
with that, because I truly believe it is an inefficient ruling that does
not allow companies like ours and others to look at really what the
marketplace is looking for.

As far as sort of working in rural America, we have found that to be a
marketplace that we partner in. Sort of partitioning and disaggregation
has worked with us, because we\'ve found common ground with the national
rural telecommunication cooperative.

Nevertheless, the build‑out rules still apply. I mean, even today,
we\'re looking, you know, how do you use a finite source of capital at
any one in time? And where do you best put it to use?

Today, we still have a construction sites to maintain, sort of, the
national license. So that would sort of be my wish list on it. And I
think from there, there\'s a lot of other things that would fall forward
from that.

MR. PEPPER: Thank you. Joe?

MR. MITOLA: Just briefly, my suggestion would have to do with technology
development. I think the FCC made a great step forward in its notice of
inquiry on ‑‑ radio that got industry more broadly thinking about this
technology and its potential.

I think, maybe, a useful next step would be for the Commission to
sponsor, not fund or whatever, but just kind of sponsor some
experimentation in taking SDR technology and experimenting.

For example, the FCC would be a great point man for getting NTIA and,
maybe, APCO (phonetic) or others together to say let\'s get this SDR
technology together and in an experimental situation, maybe, getting
Tom\'s underlay rights sort of idea to do some experimentation on what
kind of constraints, algorithmic, automatic, real‑time, things that a
transparent to the user.

What kinds of things that we build into these radios so that they are
well‑behaved, you know, like a doberman that knows where to do, as
opposed to in my backyard. I think that that can happen, but it\'s going
to take some experimentation and some leadership by the FCC to do that.
Thank you.

MR. PEPPER: Thank you. That\'s good. Thank you. Are there any questions
from the audience? Doug?

MR. WEBBING: I just wanted to go a little further out field to Tom\'s
question, because Tom\'s question was, as obviously the head of a bureau
that has the biggest licensing load is, what can we do quickly?

But I also think a number of panelists here and earlier talked about the
auction is not the answer to everything, but a very step the Commission
took. And, of course, that took legislative change.

I just wondered if, even though this is the longer, further‑out looking
issue, are there any major legislative changes that any of the panelists
think could really help this process? And, obviously, I\'m thinking
about the communications act or whatever.

MR. PEPPER: As you look at what you\'ve proposed, did you see the need
‑‑ I mean, I guess another way to ask dug\'s question is based upon the
wish list how much of this can we do here within our statutory
authority?

Or do we have to go outside and go back to Congress and say, well,
there\'s some great ideas. But we can\'t do them? I was ‑‑ actually,
what I was hearing most of were things that, in fact, are already within
our authority.

MR. HAZLETT: I mean, all of us want to ask the question what could we do
tomorrow to skip Congress. And so, I mean, there are a number of things.
In terms of the long‑run political support you have to put together for
an act of Congress, it\'s probably best to try plan B first. And, you
know, I think there are a lot of things.

I mean, some of these realistic ideas for stripping away this buildout
or whatever are things that the Commission can work on. I had a
question, maybe, a pointed question for Michelle. And that was why are
the sellers reticent to ‑‑ you know, why do they hide behind the
middleman broker or whatnot? Is it possible you know that?

MS. FARHQUAR: Price discrimination issues in terms of where they set the
pricing for their customers.

MR. HAZLETT: I see. Interesting. Okay.

MR. BARTH: Well, the one piece of legislative change that I think helps
the FCC and its quiver of various tools would be lease-fee authority
that we would promote very strongly as a legislative, long‑term fix.
It\'s not going to happen this year. But we can continue to advocate for
it on the Hill.

MS. FARHQUAR: And I would agree with that. That can make a big
difference in the private radio market, in particular.

MR. HATFIELD: Carrie has a question.

MS. BENNET: Yes. I didn\'t get a chance to talk enough before. But my
question is on the leasing arrangements. We are in the process of
working out some pretty major lease arrangements. And we don\'t think we
can wait six months for you all to figure out
[Intermountain]{.underline}.

Is there a process whereby we could come to the FCC without leases and
have you bless them as ‑‑ maybe, like we have the assignment of license
process. Could we treat it as if we may have a transfer of control and
come forward and say look at this and tell us is this effectuating a
transfer of control between lessor and lessee?

And if so, can you just go ahead and approve it? And then, we\'ve kind
of gotten your blessing. And we can move forward and not have to worry
about our business plans being screwed up if we did violate those rules.

MR. PEPPER: I think that question was asked the Tom. You can submit them
to Tom has let and he\'ll ‑‑

MS. BENNET: It\'s a forum.

MR. PEPPER: Sure, you can submit them. And I mean, I would look at the
band manager, 700 megahertz order is our current thinking on that. We
didn\'t purport to overrule [Intermountain]{.underline}, but if you
interpret [Intermountain]{.underline} in light of what\'s explicitly
permitted there, I think we tried to be quite clear as what we were
permitting so that people will not have [Intermountain]{.underline}
problem.

And now, if you could fit what you\'re doing within that, I think we\'d
be a long way there. If you can\'t, then we can talk about it, but at
least then there\'s an order saying we\'re going to do it in this band.
And you\'re saying, well, let\'s do it over here, as well.

MS. BENNET: And just as a further example of where we\'re struggling
right now on working on one of these things \-- and I\'ll get some
advice from the panelists on this as well \-- the lessee doesn\'t really
have any rights if the lessor or the licensee screws up on its license
for the other areas.

And like we have, you know, Bob with a nationwide license, and in one
area he may screw up and that may affect the whole license, and we\'re
leasing from him. What rights can we get from the FCC to get that part
of the license for us? Can we ‑‑ I mean, maybe, that requires some
legislation. I don\'t know.

It definitely would require a rule‑making or some sort of guidance from
the FCC to tell us that we have particular rights. And we\'ve been a
good lessee and affecting the licensing almost. Can we get the license?

And we\'re struggling with this on our leases, because we want kind of
that right built into our leases, but we need FCC approval for that. And
we can\'t do it. And that kind of triggers the transfer control issue
again. And anyone have any comments on that?

MR. PEPPER: That\'s actually, I was going to say, a great lawyer\'s
question. So, Michelle ‑‑ it raises a very interesting question that I
don\'t think, you know, a lot of people here have really thought about.

MS. FARHQUAR: Well, I think they\'ve thought about it in the context of
indemnification.

MR. PEPPER: Right.

MS. FARHQUAR: And, certainly, that\'s covered in, not all, but some
contracts I\'ve seen. But the other issue really would constitute a
problem area that you\'d have to get the FCC to fix or address.

MR. PEPPER: Right. Which goes to, I think, what Sharon Crowe and others
were talking about in terms of liability for failure to perform under a
contract. But what you\'re suggesting is that the ‑‑ you\'re suggesting
that, in fact, the liquidated damages would, in fact, be the license in
a sense. And that\'s something that we ‑‑

MR. SHIVER: I don\'t know. If I lease a house from someone in Arlington
County and they stop paying their mortgage and the bank forecloses on
it, I think I\'m just taking a subject ‑‑ I don\'t know that I have
rights as the lessee against the bank. And I\'m not sure.

Now, except in the installment payment context, the incidents in which
we\'ve actually revoked licenses is fairly rare. I think that\'s a fair
statement. So I don\'t know how real a problem it is. But I understand
it\'s at least a theoretical problem. And in the installment payments
context, it\'s a real problem.

MS. FARHQUAR: And, certainly, the FCC in the past where licensees have
had those types of problems have allowed STAs to keep operating for
periods of time, months, even longer sometimes just mainly for the
customer\'s benefit so they don\'t lose service immediately.

MR. PEPPER: Right.

MR. SHIVER: That fundamental question, we have probably done more of
those kind of arrangements vis‑a‑vis because we have a national license.
It\'s sort of led us to almost three different agreements. One is
obviously disaggregation when the two parties can\'t agree on, you know,
what happens.

And then, the other is partitioning. And probably the one we\'ve done
the most of is where both sides recognize the partnership that you\'re
entering into, you recognize the risks on it if, you know, either party
doesn\'t do what they are supposed to do. But we still have entered into
it. And because of that, those parties have continued to work together.

So I think if there\'s some clarity that could ever be made on that
issue, it would hum. But in the meantime, there are ways around it that
we\'ve been able to work with, principally because we spend enough time
with sort of our partners on it, knowing what they need and what they
are trying to do and where we\'re headed and trying to make them work
together.

Obviously, it\'s too early in the relationship to know if, you know, how
the party\'s going to perform. But, you know, so far we\'re quite happy
with it.

MR. PEPPER: I think that, actually, we\'ve got to wrap up. But thank you
very much. And I think this is a really good question, Carrie, because
it takes the sort of legal issues and things that we do to the next
level of how do we facilitate, you know, creative arrangements, even
before we get to the purely liquid spot-market that we heard about
earlier.

I want to thank this panel. And I want to thank all of the panelists.
It\'s been extremely informative and very interesting. Dale, did you
want to ‑‑

MR. HATFIELD: Yes. I\'d like to add some thanks and recognition, too.
One is for Lisa Gaseford (phonetic) in OET who really did the heavy
lifting of pulling this all together. And sitting over here to the left
is Bob Califf (phonetic) who is no longer with the Commission, but he
did a lot of the initial ground work.

We got a lot of help from Brian Permont (phonetic) in Commissioner
Furchtgott-Roth\'s office in identifying panelist. Laurence Green, I
wanted to particularly thank you for making the trip all the way from
the UK to help us out today, and then Linda Paris, Maureen Partino, and
Mary Beth McBerry for helping with the press coverage, and then Dan
Oliver, Jeff Rear, and Steve Balderston for helping with the meeting
room set‑up, and then Charles Harrington for also helping on logistics.

So thank you very much. It was their hard work that really helped put
this together. So with that, thank you very much.

(Whereupon, at 12:41 p.m., the meeting in the above‑entitled matter was
adjourned.)

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**[REPORTER\'S CERTIFICATE]{.underline}**

**FCC DOCKET NO.**: N/A

**CASE TITLE**: SECONDARY MARKET FORUM

**HEARING DATE**: May 31, 2000

**LOCATION**: Washington, DC

I hereby certify that the proceedings and evidence are contained fully
and accurately on the tapes and notes reported by me at the hearing in
the above case before the Federal Communications Commission.

Date: \_5-17-00\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Muriel Barclay

Official Reporter

Heritage Reporting Corporation

1220 L Street, N.W., Suite 600

Washington, D.C. 20005-4018

**[TRANSCRIBER\'S CERTIFICATE]{.underline}**

I hereby certify that the proceedings and evidence were fully and
accurately transcribed from the tapes and notes provided by the above
named reporter in the above case before the Federal Communications
Commission.

Date: \_6-14-00\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Terri Mathews

Official Transcriber

Heritage Reporting Corporation

**[PROOFREADER\'S CERTIFICATE]{.underline}**

I hereby certify that the transcript of the proceedings and evidence in
the above referenced case that was held before the Federal
Communications Commission was proofread on the date specified below.

Date: \_6-14-00\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Glenn Arkin

Official Proofreader

Heritage Reporting Corporation