**Before the**

Federal Communications Commission

Washington, D.C. 20554

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| In the Matter of                 | * | WT Docket No. 08-10          |
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| Application of AKD Holdings,     | ) | File No. 0003258714          |
| LLC, Alaska DigiTel, LLC, and    | * |                              |
| GCI, Inc.                        | * |                              |
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| For Consent to Transfer Control  | * |                              |
| of Licenses and Authorizations   | * |                              |
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Memorandum Opinion and Order

**Adopted: August 8, 2008 Released: August 8, 2008**

By the Acting Chief, Wireless Telecommunications Bureau:

# Introduction

1.  In this Memorandum Opinion and Order, we consider the application
    filed by GCI, Inc. ("GCI"), Alaska DigiTel, LLC ("Alaska DigiTel"),
    and its parent, AKD Holdings, LLC ("AKD," and together with Alaska
    DigiTel and GCI, "Applicants"), pursuant to section 310(d) of the
    Communications Act of 1934, as amended ("Communications Act").[^1]
    The Applicants seek Commission approval to transfer control of the
    licenses held by Alaska DigiTel from AKD to GCI.[^2] The Application
    pertains to licenses in the Part 22 Cellular Radiotelephone Service
    ("cellular"), the Part 24 Personal Communications Service ("PCS"),
    and the Part 101 Common Carrier Fixed Point-to-Point Microwave
    Service. As discussed below, we conclude, pursuant to our review
    under section 310(d) of the Communications Act, that approval of the
    Application as conditioned will serve the public interest,
    convenience, and necessity.

# Background

2.  *Description of Applicants.* GCI is a wholly-owned subsidiary of
    General Communication, Inc. ("General").[^3] General is a
    publicly-traded corporation incorporated under the laws of the state
    of Alaska and headquartered in Anchorage.[^4] GCI provides voice,
    video, and data communications services to residential, commercial,
    and governmental customers in Alaska.[^5] GCI has recently stated
    that it is Alaska's largest telecommunications company, working to
    construct "a statewide mobile wireless network to seamlessly link
    urban and rural Alaska for the first time."[^6] Specifically, GCI
    directly or through subsidiaries holds the following spectrum: the
    30 megahertz B-block broadband PCS license covering the entire state
    of Alaska;[^7] a partial A-block cellular license covering portions
    of the Alaska 2-Bethel market, recently acquired as a result of
    GCI's acquisition of Alaska Wireless;[^8] 11 cellular licenses
    recently acquired from the United Companies;[^9] a B-block Local
    Multipoint Distribution System ("LMDS") license that serves
    Anchorage;[^10] and a number of other licenses used in support of
    its operations.

3.  GCI has been offering mobile telephony services through a resale
    arrangement with Dobson Cellular Systems, Inc. ("Dobson").[^11]
    Following Commission approval of the GCI-Alaska DigiTel transaction
    in the *GCI-Alaska DigiTel I Order* in December 2006,[^12] GCI
    obtained a 78 percent non-controlling interest (subsequently
    increased to approximately 82 percent non-controlling equity) in
    Alaska DigiTel,[^13] which is selling wireless services under its
    own brand name.[^14] Dobson and Alaska DigiTel are competitors in
    the provision of mobile telephony services in the state of Alaska.
    More recently, in December 2007, subsequent to the acquisition of
    Dobson by AT&T Mobility, LLC ("AT&T"), GCI entered into an agreement
    with AT&T that provides for a transition of GCI's wireless customers
    from the Dobson (now Dobson/AT&T) network in Alaska to wireless
    facilities to be built by GCI in 2008 and 2009.[^15] GCI also
    provides fixed wireless local access services over its own
    facilities, operating under its PCS and other licenses.[^16] In
    addition, through various subsidiaries, GCI provides local and long
    distance wireline telephone service, as well as Internet and data
    communication services in Alaska.[^17] It also owns and operates
    cable systems throughout Alaska,[^18] and has ownership interests in
    submarine cables used for wholesale transport of communications to
    the Lower 48 States.[^19]

4.  Alaska DigiTel is a limited liability company organized under the
    laws of the state of Alaska.[^20] The company holds the following
    licenses: two 15 megahertz A-block broadband PCS []{.mark}licenses,
    with a coverage area over the entire state of Alaska;[^21] a 20
    megahertz cellular license with a coverage area over St. Paul
    Island, Alaska;[^22] and nine microwave licenses[^23] (collectively,
    the "Alaska DigiTel Licenses"). Alaska DigiTel provides wireless
    services to more than 32,000 subscribers in and around Anchorage,
    Mat-Su, Girdwood, Homer, Seward, Soldotna, Fairbanks, and
    Juneau,[^24] using its all-digital Code Division Multiple Access
    ("CDMA") network.[^25] It has roaming relationships with "the major
    U.S. CDMA wireless carriers."[^26] Alaska DigiTel also offers a data
    services bundle to its wireless telephone subscribers, which
    includes web browsing and access to downloadable content.[^27]

5.  *GCI-Alaska DigiTel I Order.* In the 2006 *GCI-Alaska DigiTel I*
    *Order*, the Commission approved the acquisition by GCI of a 78
    percent non-controlling interest in Alaska DigiTel, subject to
    certain conditions.[^28] As part of GCI's acquisition of the 78
    percent interest in Alaska DigiTel, Alaska DigiTel was reorganized
    and is now governed by a Board of Managers. At present, GCI has the
    power to appoint one of these members and the original owners of
    Alaska DigiTel appoint the remainder of the Board.[^29] GCI also has
    certain "non-controlling investor protection rights" that prevent
    Alaska DigiTel from taking certain major actions without GCI's
    consent.[^30]

6.  As noted previously, GCI has been reselling the wireless services of
    Dobson/AT&T, and Dobson was at the time of the *GCI-Alaska DigiTel I
    Order* (and still is) a competitor to Alaska DigiTel. The Commission
    accordingly closely examined GCI's relationship with Dobson. The
    Commission concluded in the *GCI-Alaska DigiTel I Order* that the
    nature of GCI's relationship with Dobson as a result of their resale
    arrangement combined with GCI's representation on the Alaska DigiTel
    Board of Managers made coordinated interaction more likely.[^31] In
    particular, the Commission found that, "\[d\]ue to the information
    that GCI receives about Dobson under the *Resale Agreement*, along
    with its position on Alaska DigiTel's Board of Managers, it is
    possible for market-sensitive information to be conveyed between
    Alaska DigiTel, GCI, and Dobson, which could result in coordinated
    interaction among these service providers."[^32] Given its concerns
    about the potential flow of market-sensitive information between
    Dobson and Alaska DigiTel as a result of each party's relationship
    with GCI, the Commission adopted conditions to prevent such
    information sharing.[^33] The Commission labeled the information
    about which it was concerned as "Non-Public Competitively Sensitive
    Information."[^34] Among other things, these conditions imposed
    limitations on GCI personnel that might obtain market-sensitive
    information from either Dobson or Alaska DigiTel to ensure that such
    information would not be shared with the competing carrier, and
    imposed a number of specific safeguards in support of achieving this
    goal.

7.  *Description of the Transaction.* On December 21, 2007, the
    Applicants filed the Application seeking consent to the proposed
    transfer of control of licenses and authorizations held by Alaska
    DigiTel from AKD to GCI; the Application was amended on January
    8, 2008. The Applicants now seek to transfer the controlling
    membership interests in Alaska DigiTel from AKD to GCI, which would
    result in Alaska DigiTel becoming a 100 percent owned and controlled
    subsidiary of GCI.[^35] The Applicants note that as part of the
    proposed transaction, the management agreement between AKD and Fire
    Lake Partners, under which Fire Lake Partners controlled AKD
    Holdings (and thus the Alaska DigiTel Licenses), will be
    terminated.[^36]

8.  The Applicants contend that the conditions adopted by the Commission
    in the *GCI-Alaska DigiTel I Order* can be rendered moot.[^37]
    Specifically, the Applicants propose to moot the need for the prior
    conditions by GCI accepting a grant of the Application subject to a
    new condition that GCI amend its resale arrangement with Dobson/AT&T
    and eliminate the entitlements GCI previously had to receive
    Non-Public Competitively-Sensitive Information.[^38] The Applicants
    further explain that GCI already had an understanding with AT&T
    under which the GCI/Dobson resale arrangement would be converted
    into a mobile virtual network operator ("MVNO")-type arrangement.
    Under this MVNO-type agreement, GCI would receive bulk capacity as a
    customer of AT&T, which would allow GCI to serve its retail
    customers on a transitional basis until such customers are relocated
    to GCI's own facilities.[^39] The Applicants highlight the fact that
    under this revised arrangement with AT&T, "GCI will not continue to
    receive from AT&T the \[Non-Public Competitively-Sensitive
    Information\] that it is contractually entitled to receive under the
    prior \[Dobson resale\] arrangement."[^40]

9.  The Application was placed on Public Notice on January 22,
    2008.[^41] Petitions to deny were due on February 21, 2008.[^42] No
    petitions to deny were filed. MTPCS, LLC d/b/a Chinook Wireless
    ("Chinook Wireless"), however, submitted a letter to "discuss the
    proposed interim caps on high cost universal service funding to
    competitive eligible telecommunications carriers ("CETCs") and their
    consumers, to suggest provisions that would make any such caps more
    equitable, and to discuss the 'carve out' from such caps for
    \[GCI\], a predominantly wireline carrier in Alaska." [^43]

10. On January 23, 2008, the Wireless Telecommunications Bureau
    ("Bureau") issued a Protective Order to ensure that any confidential
    or proprietary documents submitted to the Commission would be
    adequately protected from public disclosure.[^44] On April 16, 2008,
    the Bureau released a public notice announcing that Numbering
    Resource Utilization and Forecast ("NRUF") reports and local number
    portability ("LNP") data related to wireless telecommunications
    carriers would be placed into the record and adopted a protective
    order pursuant to which the Applicants and third parties would be
    allowed to review the specific NRUF reports and LNP data placed into
    the record.[^45] The Bureau received no requests to review the NRUF
    and LNP data that is in the record.

11. *Commission Request for Documents.* On April 16, 2008, pursuant to
    section 308(b) of the Communications Act, 47 U.S.C. § 308(b), the
    Bureau requested a number of documents and additional information
    from the Applicants.[^46] Among other things, the Bureau asked the
    Applicants to provide copies of any resale, wholesale, or MVNO-type
    agreements between GCI and Dobson/AT&T, an explanation as to why the
    MVNO-type arrangement between GCI and AT&T identified in the
    Application would render moot the conditions adopted by the
    Commission in the *GCI-Alaska DigiTel I Order*, and a description of
    the steps and timeline for transitioning from the resale arrangement
    between GCI and Dobson to the new GCI-AT&T MVNO-type
    arrangement.[^47] The Applicants provided responsive documents and
    information on April 28, April 29, and June 16, 2008, some of which
    was provided subject to the provisions of the January 23, 2008
    Protective Order.[^48]

# Discussion

12. *Public Interest Assessment*. Pursuant to section 310(d) of the
    Communications Act,[^49] we must determine whether the Applicants
    have demonstrated that the proposed transfer of control of Alaska
    DigiTel's licenses and authorizations would serve the public
    interest, convenience, and necessity. In applying our public
    interest test, we must assess whether the proposed transaction
    complies with the specific provisions of the Communications
    Act,[^50] other applicable statutes, and the Commission's
    rules.[^51] If a proposed transaction would not violate a statute or
    rule, the Commission considers whether it could result in public
    interest harms by substantially frustrating or impairing the
    objectives or implementation of the Communications Act or related
    statutes.[^52] The Commission then employs a balancing test weighing
    any potential public interest harms of a proposed transaction
    against any potential public interest benefits to ensure that, on
    balance, the proposed transaction will serve the public
    interest.[^53]

13. Based on the record before us, we find that the proposed transaction
    is likely to result in certain public interest benefits. As asserted
    by the Applicants, the proposed transaction would make greater
    financial resources available for the expansion and operation of
    Alaska DigiTel's wireless systems.[^54] The Applicants further
    assert that these increased financial resources will allow GCI to
    improve service to the public and will allow the Alaska DigiTel
    systems to compete more effectively against other large competitors
    in Alaska.[^55] Moreover, as Applicants state, the proposed transfer
    of control will enable GCI to establish itself as a facilities-based
    wireless provider in Alaska as it transitions its wireless customers
    -- currently served on Dobson's systems pursuant to a resale
    arrangement -- to systems owned and controlled by GCI, specifically
    including the systems owned by Alaska DigiTel.[^56] In addition,
    Applicants state that GCI's investments in Alaska DigiTel already
    have permitted Alaska DigiTel to expand and improve its services,
    and GCI will be able to accelerate the build-out of the Alaska
    DigiTel systems pursuant to the proposed transfer of control.[^57]
    Finally, no issues have been raised with respect to the basic
    qualifications of Alaska DigiTel or GCI, and we find no evidence
    that GCI lacks the requisite financial, legal, technical, or other
    basic qualifications under the Communications Act to be the
    transferee of the licenses and authorizations currently held by
    Alaska DigiTel.[^58]

14. *Competitive Assessment*. Consistent with our practice when
    reviewing proposed wireless transactions affecting the mobile
    telephony market, we next consider the potential competitive effects
    that might result from increased concentration.[^59] When examining
    the effect of proposed transactions, we apply a three-part initial
    "screen" that identifies those local markets in which there is
    clearly no competitive harm arising from the transaction. Two parts
    of the screen utilize changes in the measures of the
    Herfindahl-Hirschman Index ("HHI") of market concentration, which is
    calculated based on providers' subscriber market shares. The final
    part of this screen examines the input market for spectrum available
    on a nationwide basis for the provision of mobile telephony
    services.[^60] It identifies the markets in which a proposed
    transaction would result in spectrum aggregation in amounts of 95
    megahertz or more.[^61]

15. In the *GCI-Alaska DigiTel I Order*, the Commission evaluated the
    competitive market that would result from GCI's acquisition of a 78
    percent interest in Alaska DigiTel. To assess subscriber-based
    market concentration that would result from the transaction, the
    Commission calculated the HHI and the change in the HHI for relevant
    geographic markets.[^62] Since the Commission concluded that GCI, as
    a reseller only, was not an independent competitor, the Commission
    found that the change in HHI for all relevant geographic markets was
    zero and there was no loss of an independent competitor as a result
    of GCI's acquisition of the 78 percent non-controlling interest in
    Alaska DigiTel.[^63] The Commission also examined the spectrum
    aggregation that would result from the transaction then before it,
    and attributed to GCI its own 30 megahertz of PCS spectrum as well
    as the spectrum to be held by Alaska DigiTel post-transaction -- 30
    megahertz of PCS spectrum and 20 megahertz of cellular spectrum
    covering St. Paul Island.[^64] Therefore, the Commission attributed
    60 megahertz of spectrum to GCI throughout the state of Alaska,
    except for St. Paul Island, where the Commission attributed 80
    megahertz of spectrum.[^65] Since the attributed spectrum for St.
    Paul Island exceeded the then applicable 70 megahertz spectrum
    aggregation screen, the Commission conducted further analysis of the
    competitive situation, and the Commission stated that it did not
    find that the aggregation of 80 megahertz of spectrum would result
    in undue competitive harm.[^66]

16. Upon application of the three-part initial "screen" to this
    transaction, we find that it does not trigger either of our HHI
    screens and will not result in GCI holding 95 megahertz or more of
    spectrum in any market. Consequently, we find that it is unlikely
    that the proposed transaction would result in competitive harm based
    on spectrum or market concentration, and do not have to conduct a
    detailed market-specific competitive analysis.

17. *Modification of Conditions*. As discussed above, in approving the
    earlier GCI-Alaska DigiTel transaction in the *GCI-Alaska DigiTel I*
    *Order* in 2006, the Commission imposed conditions on GCI's
    acquisition of a 78 percent non-controlling interest in Alaska
    DigiTel because the Commission found that that proposed transaction
    posed a risk of coordinated interaction.[^67] The Applicants now
    seek to have those conditions lifted. In particular, GCI asserts in
    its response to the Commission's Information Request that the
    revised arrangement between GCI and Dobson/AT&T will render moot any
    and all of the conditions from the *GCI-Alaska DigiTel I Order*
    pertaining to Dobson's disclosure of Non-Public
    Competitively-Sensitive Information because the Amended Memorandum
    of Agreement ("Amended MOA") between GCI and Dobson/AT&T[^68]
    explicitly modifies the previous GCI-Dobson reseller arrangement by
    eliminating GCI's contractual entitlement to receive Non-Public
    Competitive-Sensitive Information from Dobson/AT&T.[^69] In support
    of this assertion, GCI cites the following provision of the Amended
    MOA:

> As of July 1, 2008\[,\] . . . AT&T's obligation, as the effective
> successor to Dobson under the GCI/Dobson Agreements to share with GCI
> any Non-Public Competitively-Sensitive Information ("NPCSI") as
> defined in the Distribution Agreement, including advance information
> on rate and plan changes, new products, and network changes, shall
> terminate.[^70]

GCI further contends that subsequent to July 1, 2008, and during the
period of time in which GCI has an MVNO-type resale arrangement with
Dobson/AT&T, "AT&T has no business need (as it did under the prior plan
resale arrangement) or incentive to share \[Non-Public
Competitively-Sensitive Information\] with GCI/General in the absence of
a contractual obligation to do so, meaning the conditions that were
imposed by the Commission to prevent the flow of Dobson \[Non-Public
Competitively-Sensitive Information\] through GCI/General to Alaska
DigiTel are unnecessary once the GCI/General contractual entitlement to
\[Non-Public Competitively-Sensitive Information\] is eliminated."[^71]

18. The documents submitted by GCI detail the transition from GCI's
    resale of Dobson/AT&T wireless services to GCI's provision of
    facilities-based wireless services to its customers. When the
    Commission reviewed the applications before it in the *GCI-Alaska
    DigiTel I Order*, GCI resold Dobson/AT&T wireless services under a
    reseller arrangement that afforded GCI access to Non-Public
    Competitively-Sensitive Information; this information enabled GCI to
    effectively resell the plan offerings available from
    Dobson/AT&T.[^72] \[REDACTED\].[^73] \[REDACTED\].[^74]
    \[REDACTED\].[^75]

19. Although we agree that the termination of the previous GCI-Dobson
    resale arrangement and its replacement with \[REDACTED\], as of July
    1, 2008, does render moot the particular substantive conditions
    adopted by the Commission in the *GCI-Alaska DigiTel I Order*, we
    conclude that certain limited conditions should be placed on our
    approval of the currently pending transaction to continue to prevent
    possible coordinated interaction. First, we impose a condition
    applicable during \[REDACTED\] to ensure that there will be no
    sharing of Non-Public Competitively-Sensitive Information. In
    furtherance of the Applicants' argument that all of the conditions
    adopted by the Commission in the *GCI-Alaska DigiTel I Order* can
    now be eliminated, GCI attaches substantial significance to the fact
    that under its revised agreement with AT&T, AT&T is no longer
    obligated to provide Non-Public Competitively-Sensitive Information
    to GCI as of July 1, 2008.[^76] The relevant provision, quoted
    above, does specifically terminate AT&T's obligation to provide
    Non-Public Competitively-Sensitive Information to GCI as of July
    1, 2008. GCI further alleges that AT&T would have no incentive to
    provide GCI with Non-Public Competitively-Sensitive Information in
    light of the fact that the original GCI-Dobson resale arrangements
    have been terminated.[^77] However, while the language contained in
    GCI's revised agreement with AT&T removes the obligation for AT&T to
    provide Non-Public Competitively-Sensitive Information to GCI,
    nothing in that agreement [prevents]{.underline} AT&T from providing
    such sensitive competitive information to GCI. Consistent with the
    concerns expressed in the *GCI-Alaska DigiTel I Order* about the
    potential for anticompetitive coordinated interaction, we are
    concerned that the removal of the obligation to provide Non-Public
    Competitively-Sensitive Information without an accompanying bar on
    supplying such information would provide an opening for AT&T and GCI
    to share competitively significant, non-public information. The
    sharing of this information could thereby permit them to engage in
    coordinated interaction that could undercut competition in the
    mobile telephony market to the detriment of consumers and the
    public. We accordingly will impose a condition that bars AT&T from
    sharing Non-Public Competitively-Sensitive Information with GCI
    during the term of \[REDACTED\], and that requires AT&T and GCI to
    revise their agreement in order to reflect this bar.

20. Second, another provision of the agreement between GCI and AT&T,
    relating to billing and provisioning, raises the prospect of the
    inappropriate sharing of competitively significant information
    between AT&T and GCI that could lead to anticompetitive coordinated
    interaction. Specifically, \[REDACTED\].[^78] \[REDACTED\]

21. The specific conditions are set forth in Appendix A hereto. These
    conditions shall be effective upon release of this Memorandum
    Opinion and Order. To the extent that we are requiring AT&T and GCI
    to amend any agreement in order to comply with the conditions, we
    direct that such amendments shall be completed within ten business
    days of the release of this Memorandum Opinion and Order. We direct
    GCI to submit a copy of the revised agreement(s) in WT Docket No.
    08-10 within 15 business days of the release of this Memorandum
    Opinion and Order; this submission may be made pursuant to the
    provisions of the January 23, 2008 Protective Order. These
    conditions will only be required to remain in place until
    \[REDACTED\] March 31, 2009.

22. *Chinook Wireless Letter*. We note that we do not address in this
    proceeding the universal service issues raised by the Chinook
    Wireless Letter.[^79] The letter is more appropriately considered in
    the context of the universal service dockets -- CC Docket No. 96-45
    and WC Docket No. 05-337.

# Conclusion

23. In conclusion, based on the record before us, we find that the
    Applicants have demonstrated that the proposed transaction would
    serve the public interest, convenience, and necessity; and that
    granting consent to the proposed transfer of control application,
    subject to the conditions discussed above and set forth in Appendix
    A hereto, would further the public interest.

# Ordering Clauses

24. Accordingly, IT IS ORDERED that, pursuant to sections 4(i) and (j),
    309, and 310(d) of the Communications Act of 1934, as amended, 47
    U.S.C. §§ 154(i), (j), 309, 310(d), the above-referenced application
    for the transfer of control of Alaska DigiTel, LLC to GCI, Inc. is
    GRANTED, to the extent specified in this Memorandum Opinion and
    Order and subject to the conditions set forth herein and specified
    in Appendix A.

25. IT IS FURTHER ORDERED that the conditions set forth in Appendix A to
    the Commission's *GCI-Alaska Digitel I* *Order* are eliminated
    except to the extent such conditions are retained in modified form
    as set forth in Appendix A to this Memorandum Opinion and Order.

26. IT IS FURTHER ORDERED that the above grant shall include authority
    for GCI to acquire control of: (a) any license or authorization
    issued to Alaska DigiTel during the Commission's consideration of
    the transfer of control application or the period required for
    consummation of the transaction following approval; (b) construction
    permits held by Alaska DigiTel that mature into licenses after
    closing; and (c) applications filed by Alaska DigiTel and that are
    pending at the time of consummation of the proposed transfer of
    control.

27. IT IS FURTHER ORDERED that this Memorandum Opinion and Order SHALL
    BE EFFECTIVE upon release. Petitions for reconsideration under
    section 1.106 of the Commission\'s rules, 47 C.F.R. § 1.106, may be
    filed within thirty days of the date of public notice of this
    Memorandum Opinion and Order.

28. This action is taken under delegated authority pursuant to sections
    0.131 and 0.331 of the Commission\'s Rules, 47 C.F.R. §§ 0.131,
    0.331.

    FEDERAL COMMUNICATIONS COMMISSION

> James D. Schlichting
>
> Acting Chief, Wireless Telecommunications Bureau

APPENDIX A

CONDITIONS

The grant by the Commission of the above-referenced application to
transfer control of Alaska DigiTel from AKD to GCI, File No. 0003258714,
is subject to the following conditions, which are to be effective until
March 31, 2009 or until \[REDACTED\] is complete, whichever is later:

1\. AT&T Mobility LLC and any of its affiliates (collectively, "AT&T")
may not provide any Non-Public Competitively-Sensitive Information, as
defined in paragraph 3, to GCI, Inc. and any of its affiliates
(collectively, "GCI") in connection with the implementation of the terms
of a certain agreement executed by AT&T and GCI on May 22, 2008, and
effective as of December 3, 2007. AT&T and GCI will amend said agreement
within ten business days of the date of release of the foregoing
Memorandum Opinion and Order to implement this condition.

2\. AT&T and GCI shall take steps to ensure that GCI's and AT&T's
respective access to a billing and provisioning system as contemplated
in the certain agreement referenced in paragraph 1 is limited to only
information concerning each entity's existing or future customers. AT&T
and GCI will amend said agreement within ten business days of the date
of release of the foregoing Memorandum Opinion and Order to implement
this condition.

3\. For the purpose of these conditions, the term "Non-Public
Competitively-Sensitive Information" shall refer to any and all
non-public information provided by AT&T or its predecessor-in-interest
to GCI pursuant to the Agreement entered into between GCI and Dobson
Cellular Systems, Inc. ("Dobson") as of July 26, 2004 ("Resale
Agreement"), the concurrent letter of intent ("LOI") associated
therewith, and the certain agreement referenced in paragraph 1 that, if
released to a competitor, would allow the competitor to gain a
significant advantage in the marketplace, such as (i) customer and
subscriber data, (ii) customer proprietary network information (CPNI),
(iii) rate and pricing data, (iv) trade secrets, (v) information
pertaining to new product and service offerings, (vi) information
pertaining to network changes, system coverage, and technology
selection, and (vii) information pertaining to the terms and conditions
of service.

4\. GCI will appoint a compliance officer (the "Conditions Compliance
Officer") to oversee GCI's compliance with the foregoing provisions. The
Conditions Compliance Officer shall (i) communicate the nature and
extent of the confidentiality restrictions to potentially affected GCI
personnel along with the fact that GCI would consider any violation of
the restrictions to be a serious matter that could result in
disciplinary action or dismissal; (ii) act as a point of contact for GCI
personnel who have information to report regarding a violation or
possible violation of the foregoing provisions; and (iii) investigate
and act upon any known or reported violations of the foregoing
provisions.

[^1]: 47 U.S.C. § 310(d).

[^2]: *See* Application to Transfer Control of Licenses Held by Alaska
    DigiTel, LLC to GCI, Inc., File No. 0003258714 (filed Dec. 21, 2007,
    amended Jan. 8, 2008) ("Application").

[^3]: Application, Exhibit 1, Description of Transaction and Public
    Interest Statement, at 1 ("Public Interest Statement"). We use the
    term "GCI" to include General and all of its affiliated entities.

[^4]: *Id.*

[^5]: *Id.*

[^6]: GCI Press Release, "GCI Completes Purchase of Communications
    Subsidiaries of United Companies, Inc." (Jun. 9, 2008) at 2,
    *available at* http://www.gci.com/ (last visited July 24, 2008).

[^7]: Call Sign KNLF298.

[^8]: Call Sign WPWF379. The license covers Dutch Harbor, Unalaska,
    Akutan, and Sand Point on the Aleutian Islands.

[^9]: Call Signs KNKR275, WPOJ688, WPOJ693, WPOJ694, WPOJ849, WPOJ850,
    WPOJ851, WPOJ853, WPOJ865, WPOJ867, and WPOL233. Ten of these
    licenses are for cellular B-block frequencies, and one of these
    licenses is for cellular A-block frequencies.

[^10]: Call Sign WPLM396.

[^11]: *See* GCI, Inc. 2007 Annual Report on Form 10-K/A (Amendment
    No. 1) at 16, 19 (filed June 10, 2008) ("GCI 10-K/A"), *available
    at*
    http://sec.gov/Archives/edgar/data/75679/000007567908000017/inc10ka123107.htm
    (last visited July 14, 2008)*.*

[^12]: Applications for the Assignment of License from Denali PCS,
    L.L.C. to Alaska DigiTel, L.L.C. and the Transfer of Control of
    Interests in Alaska DigiTel, L.L.C. to General Communication, Inc.,
    WT Docket No. 06-114, *Memorandum Opinion and Order,* 21 FCC Rcd
    14863 (2006) ("*GCI-Alaska DigiTel I Order*").

[^13]: At the time the Commission approved the transaction, GCI
    contemplated acquiring a 78 percent non-controlling interest.
    *GCI-Alaska DigiTel I Order*, 21 FCC Rcd at 14866 ¶ 5. The
    Applicants note that minor changes in ownership percentages have
    occurred over time since the initial transaction closed, resulting
    in GCI holding approximately 82 percent of the equity in Alaska
    DigiTel at this time. However, Applicants state that "\[t\]hese
    minor changes have not altered the FCC-approved control structure of
    \[Alaska DigiTel\]." Application, Public Interest Statement at 1.

[^14]: GCI 10-K/A at 16, 19.

[^15]: *Id.* at 10, 16, 19.

[^16]: *Id.* at 16, 19.

[^17]: *See, e.g.,* *id.* at 15-16.

[^18]: *Id*.

[^19]: *Id.* at 17; General Communication, Inc., Application for a
    License to Land and Operate in the United States a Digital Submarine
    Cable System Extending Between the Pacific Northwest United States
    and Alaska, File No. SCL-LIC-19980602-00008, *Cable Landing
    License*, 12 FCC Rcd 18292, 18293 ¶ 4, 18303 ¶ 40 (1997) (IB 1997)
    ("*Alaska United East Order*"), *Order on Review*, 16 FCC Rcd 4314
    (2001).

[^20]: *See*
    <https://myalaska.state.ak.us/business/soskb/Corp.asp?259680> (last
    visited July 14, 2008).

[^21]: Call Signs KNLF297, WPVZ815.

[^22]: Call Sign WPON879.

[^23]: Call Signs WQAP303, WQAP304, WQPA305, WQEN574, WQEN575, WQFQ763,
    WQFQ764, WQFQ765, and WQFQ766.

[^24]: *See* General Communication, Inc. News Release, "GCI Closes
    \$29.5 Million Investment in Alaska DigiTel, LLC" (Jan. 4, 2007)
    ("GCI-Alaska DigiTel News Release"), *available at*
    http://www.gci.com/about/akdclosingpressreleasefinal1.pdf (last
    visited July 14, 2008).

[^25]: *See* http://www.akdigitel.com/ (last visited July 14, 2008)
    ("Alaska DigiTel Website").

[^26]: GCI-Alaska DigiTel News Release.

[^27]: Alaska DigiTel Website.

[^28]: *See generally* *GCI-Alaska DigiTel I Order*, 21 FCC Rcd 14863.
    The Commission also consented to the assignment of the 15 megahertz
    PCS A-block license (covering the entire state of Alaska) held by
    Denali PCS, L.L.C. to Alaska DigiTel.

[^29]: *Id.* at 14866 ¶ 5.

[^30]: *Id*.

[^31]: *Id.* at 14898 ¶ 82. The Commission explained that, "\[a\]s
    discussed in previous orders, in markets where only a few firms
    account for most of the sales of a product, those firms may be able
    to exercise market power by either explicitly or tacitly
    coordinating their actions. Accordingly, one way in which a
    transaction or merger may create or enhance market power or
    facilitate its exercise is by making such coordinated interaction
    among firms more likely, more successful, or more complete." *Id.*
    at 14896 ¶ 77 (footnotes omitted).

[^32]: *Id.* at 14898 ¶ 85.

[^33]: *Id.* at 14913 ¶¶ 122-123, 14915-14916 App. A.

[^34]: The conditions adopted by the Commission in the *GCI-Alaska
    DigiTel I Order* defined Non-Public Competitively-Sensitive
    Information as non-public information that, "if released to a
    competitor, would allow the competitor to gain a significant
    advantage in the marketplace, such as (i) customer and subscriber
    data, (ii) customer proprietary network information (CPNI), (iii)
    rate and pricing data, (iv) trade secrets, (v) information
    pertaining to new product and service offerings, (vi) information
    pertaining to network changes, system coverage, and technology
    selection, and (vii) information pertaining to the terms and
    conditions of service." *Id.*, 21 FCC Rcd at 14916 App. A.

[^35]: Application, Public Interest Statement at 1.

[^36]: *Id.* at 1 n.2. The Applicants point out that "control of AKD
    Holdings remained vested in minority equity holders, not GCI, in
    part through a Management Agreement with Fire Lake Partners, which
    is owned by Will Yandell and Stephen Roberts." *Id.*

[^37]: *Id.* at 5.

[^38]: *Id*.

[^39]: *Id*.

[^40]: *Id*.

[^41]: Alaska DigiTel, LLC, AKD Holdings, LLC, and GCI, Inc. Seek FCC
    Consent to Transfer Control of Licenses, WT Docket No. 08-10,
    *Public Notice*, DA 08-142, at 1 (WTB rel. Jan. 22, 2008).

[^42]: *Id*.

[^43]: Letter from Jonathan D. Foxman, President and CEO, Chinook
    Wireless, to Marlene H. Dortch, Secretary, Federal Communications
    Commission, CC Docket No. 96-45, WC Docket No. 05-337, and WC
    \[sic\] Docket No. 08-10, at 1 (dated Feb. 22, 2008) ("Chinook
    Wireless Letter").

[^44]: Application of AKD Holdings, LLC, Alaska DigiTel, LLC and GCI,
    Inc. for Approval to Transfer Control, WT Docket No. 08-10,
    *Protective Order*, 23 FCC Rcd 746 (WTB 2008) ("January 23, 2008
    Protective Order").

[^45]: Application of AKD Holdings, LLC, Alaska DigiTel, LLC, and GCI,
    Inc. for Consent to Transfer Control, Numbering Resource Utilization
    and Forecast (NRUF) Reports and Local Number Portability Reports
    Placed Into the Record, Subject to Protective Order, WT Docket No.
    08-10, CC Docket No. 99-200, *Public Notice*, 23 FCC Rcd 6483 (WTB
    2008); Application of Alaska DigiTel, LLC, AKD Holdings, LLC, and
    GCI, Inc. for Consent to Transfer Control of Licenses, WT Docket No.
    08-10, CC Docket No. 99-200, *Protective Order*, 23 FCC Rcd 6486
    (WTB 2008).

[^46]: Letter from Fred B. Campbell, Jr., Chief, Wireless
    Telecommunications Bureau, to Mr. Thomas Gutierrez and Mr. Carl W.
    Northrop (dated Apr. 16, 2008) ("Information Request").

[^47]: Information Request, Attachment.

[^48]: Letter from Carl W. Northrop to Marlene H. Dortch, Secretary,
    Federal Communications Commission (dated Apr. 28, 2008) ("GCI Apr.
    28, 2008 Information Request Response"); Letter from Thomas
    Gutierrez to Marlene H. Dortch, Secretary, Federal Communications
    Commission (dated Apr. 29, 2008); Letter from Carl W. Northrop to
    Marlene H. Dortch, Secretary, Federal Communications Commission
    (dated Jun. 16, 2008) ("GCI Jun. 16, 2008 Information Request
    Supplemental Response").

[^49]: 47 U.S.C. § 310(d).

[^50]: Section 310(d), 47 U.S.C. § 310(d), requires that we consider the
    applications as if the proposed transferee were applying for the
    licenses directly under section 308 of the Communications Act, 47
    U.S.C. § 308. *See, e.g.,* Applications of Cellco Partnership d/b/a
    Verizon Wireless and Rural Cellular Corporation For Consent To
    Transfer Control of Licenses, Authorizations, and Spectrum Manager
    Leases, WT Docket No. 07-208, *Memorandum Opinion and Order and
    Declaratory Ruling*, FCC 08-181, at ¶ 26 (rel. Aug. 1, 2008)
    ("*Verizon-RCC Order*"); Applications of T-Mobile USA, Inc. and
    SunCom Wireless Holdings, Inc. For Consent to Transfer Control of
    Licenses and Authorizations, WT Docket No. 07-237, *Memorandum
    Opinion and Order*, 23 FCC Rcd 2515, 2519 ¶ 9 (2008)
    ("*T-Mobile-SunCom Order*"); Application of Aloha Spectrum Holdings
    Company LLC (Assignor) and AT&T Mobility II LLC (Assignee) Seeking
    FCC Consent For Assignment of Licenses and Authorizations, WT Docket
    No. 07-265, *Memorandum Opinion and Order*, 23 FCC Rcd 2234, 2236 ¶
    7 (2008) ("*AT&T-Aloha Order*"); Applications of AT&T Inc. and
    Dobson Communications Corporation For Consent to Transfer Control of
    Licenses and Authorizations, WT Docket No. 07-153, *Memorandum
    Opinion and Order*, 22 FCC Rcd 20295, 20301 ¶ 10 (2007)
    ("*AT&T-Dobson Order*"*)*; Applications of ALLTEL Corporation,
    Transferor, and Atlantis Holdings LLC, Transferee, For Consent To
    Transfer Control of Licenses, Leases and Authorizations, WT Docket
    No. 07-128, *Memorandum Opinion and Order,* 22 FCC Rcd. 19517,
    19519-20 ¶ 7 (2007) ("*ALLTEL-Atlantis Order*" ); AT&T Inc. and
    BellSouth Corporation Application for Transfer of Control, WC Docket
    No. 06-74, *Memorandum Opinion and Order*, 22 FCC Rcd 5662, 5672 ¶
    17 (2007) ("*AT&T-BellSouth Order*").

[^51]: *See, e.g*., *Verizon-RCC Order*, FCC 08-181, at ¶ 26;
    *T-Mobile-SunCom Order*, 23 FCC Rcd at 2519 ¶ 9; *AT&T-Aloha Order*,
    23 FCC Rcd at 2236 ¶ 7; *AT&T-Dobson Order*, 22 FCC Rcd at 20301 ¶
    10; *ALLTEL-Atlantis Order*, 22 FCC Rcd at 19519-20 ¶ 7;
    *AT&T-BellSouth Order*, 22 FCC Rcd at 5672 ¶ 19.

[^52]: *See, e.g., Verizon-RCC Order*, FCC 08-181, at ¶ 26;
    *T-Mobile-SunCom Order*, 23 FCC Rcd at 2519 ¶ 9; *AT&T-Aloha Order*,
    23 FCC Rcd at 2236 ¶ 7; *AT&T-Dobson Order*, 22 FCC Rcd at 20301 ¶
    10; *AT&T-BellSouth Order*, 22 FCC Rcd at 5672 ¶ 19.

[^53]: *See, e.g*., *Verizon-RCC Order*, FCC 08-181, at ¶ 26;
    *T-Mobile-SunCom Order*, 23 FCC Rcd at 2519 ¶ 9; *AT&T-Aloha Order*,
    23 FCC Rcd at 2236 ¶ 7; *AT&T-Dobson Order*, 22 FCC Rcd at 20302 ¶
    10; *AT&T-BellSouth Order*, 22 FCC Rcd at 5672 ¶ 19.

[^54]: Application, Public Interest Statement at 2.

[^55]: *Id*.

[^56]: *Id.* at 3.

[^57]: *Id.*; *see also* GCI 10-K/A at 10.

[^58]: Among the factors the Commission considers in its public interest
    review is whether the applicant for a license has the requisite
    "citizenship, character, financial, technical, and other
    qualifications." 47 U.S.C. §§ 308, 310(d). *See, e.g., Verizon-RCC
    Order*, FCC 08-181, at ¶ 27; *AT&T-Dobson Order*, 22 FCC Rcd at
    20302 ¶ 11.

[^59]: *See, e.g.,* *Verizon-RCC Order*, FCC 08-181, at ¶ 31;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20306 ¶ 15; Horizontal Merger
    Guidelines, issued by the U.S. Department of Justice and the Federal
    Trade Commission, at § 0.1, n.6. (Apr. 2, 1992, revised Apr. 8,
    1997) ("*DOJ/FTC Merger Guidelines*").

[^60]: *See, e.g.,* *Verizon-RCC Order*, FCC 08-181, at ¶ 32;
    *AT&T-Dobson Order*, 22 FCC Rcd at 20307 ¶ 16.

[^61]: *Verizon-RCC Order*, FCC 08-181, at ¶ 33; *AT&T-Dobson Order*, 22
    FCC Rcd at 20312-14 ¶¶ 30-31. This initial spectrum aggregation
    screen of 95 megahertz is approximately one-third of the 280
    megahertz of cellular, broadband Personal Communications Service,
    Specialized Mobile Radio, and 700 MHz spectrum suitable for mobile
    telephony. *Id.*

[^62]: *GCI-Alaska DigiTel I Order*, 21 FCC Rcd at 14882 ¶ 38.

[^63]: *Id.* at 14882 ¶ 38, 14892 ¶ 65.

[^64]: *Id.* at 14884 ¶ 45, 14886 ¶ 49.

[^65]: *Id.* at 14890 ¶ 58.

[^66]: *Id.* at 14890 ¶ 59.

[^67]: *Id.* at 14898-14899 ¶¶ 82-85, 14911-14912 ¶ 117.

[^68]: On December 3, 2007, GCI entered into a Memorandum of Agreement
    ("MOA") with AT&T. The MOA was subsequently amended by an agreement
    dated as of April 25, 2008 (both the MOA and the associated
    amendment are referred to as the "Amended MOA"). GCI Apr. 28, 2008
    Information Request Response, Attachment at 1.

[^69]: *Id.*, Attachment at 2.

[^70]: *Id.*, citing Amended MOA, § 7(b)(5)(B) (omission in original).

[^71]: *Id.*, Attachment at 3.

[^72]: The GCI Apr. 28, 2008 Information Request Response attached a
    copy of the MOA and the related amendment. *Id.*, Attachment at 1.
    The GCI Jun. 16, 2008 Information Request Supplemental Response
    provided executed copies of the final documents, including
    \[REDACTED\].

[^73]: \[REDACTED\].

[^74]: \[REDACTED\].

[^75]: \[REDACTED\].

[^76]: GCI Apr. 28, 2008 Information Request Response, Attachment at
    2-3.

[^77]: *Id.*, Attachment at 3.

[^78]: \[REDACTED\].

[^79]: *See* *supra* ¶ 9.