Council Member Biographies – Michael Senkowski and Tom Dombrowksy

2. Council Member Biographies – Michael Senkowski and Tom Dombrowksy R. Michael Senkowski is Partner and Chair of the Telecommunications Practice Group at Wiley Rein in Washington, DC. He has handled several hundred telecommunications transactions ranging from small deals to five of the l argest telecom mergers in history. Mr. Senkowski has engaged in virtually all aspects of telephony issues resulting from the Telecommunications Act of 1996. He is an expert in spectrum allocation and wireless policy issues for both service providers and manufacturers. Mr. Senkowski has held several positions at the Federal Communications Commission (FCC), including Chief of Staff (Office of the Chairman); Legal Advisor for Telephony, International and Adjudicatory Matters; and Acting Deputy Chief (Office of the General Counsel). He was appointed by the U.S. State Department to serve as the U.S. Representative on the International Telecommunications Satellite Organization Panel of Legal Experts in 2002. Based on the recommendations of his clients and peers, Mr. Senkowski has been named one of the "The Best Lawyers in America" in communications law and also has received top honors in the 2005 International Who's Who of Business Lawyers for his experience in the international communications arena. Mr. Senkowski holds a BS from Yale University and a JD from the George Washington University Law School. Tom Dombrowsky is Engineering Advisor at Wiley Rein in Washington, DC, where he has extensive experience with wireless technology and licensing matters, particularly involving mobile radio and microwave communications. He has specific expertise with the Federal Communications Commission’s auction program. Mr. Dombrowsky has expert knowledge of rules governing commercial mobile radio services, including cellular, PCS, SMR and paging; represents a variety of wireless equipment manufacturers and carriers in FCC spectrum allocation proceedings including unlicensed spectrum (Wi-Fi), LMDS, 39 GHz, third generation wireless, MDS and other spectrum allocations; and in-depth expertise on government-mandated requirements for wireless equipment manufacturers and carriers including E911, CALEA, number portability, hearing aid compatibility and disabilities access (Section 255). Prior to joining Wiley Rein as an engineering consultant, he served as Chief of the Licensing and Technical Analysis and Broadband Branches of the Federal Communications Commission's Wireless Telecommunications Bureau. His speaking engagement includes “Current State of the Wireless Communication Industry” and “Wireless Market Opportunities: New Spectrum for New Devices.”

6. 700 MHz Overview Wiley Rein LLP R. Michael Senkowski, Chair, Telecom Practice Tom Dombrowsky, Engineering Consultant

7. Agenda • Overview of the 700 MHz band • Status of FCC process • Timing for FCC actions • Technical overview of 700 MHz spectrum • Critical issues to be resolved by the FCC • Questions

8. Why Is 700 MHz Spectrum Valued? • 700 MHz spectrum encompasses the band 698 to 806 MHz. • Propagation characteristics of the spectrum allows for less infrastructure to provide coverage (as compared to PCS or AWS). • Physical characteristics of spectrum band allows for better building penetration, little effect from blockage (foliage, buildings, rain, etc.). • Directly adjacent to cellular spectrum (824-849 MHz paired with 869-894 MHz), as cellular spectrum is reallocated broadcast TV spectrum.

9. Spectrum Available for Mobile Services • Commercial Mobile Radio Services have had 4 key spectrum bands assigned, for a total of 274 MHz of spectrum: • 50 MHz for cellular service in the 800 MHz band; • 14 MHz for specialized mobile radio in the 800 MHz band (primarily held by Sprint Nextel); • 90 MHz for advanced wireless service (AWS) in the 1710-1755 MHz/2110-2155 MHz band; and • 120 MHz for personal communications service (PCS) in the 1850-1990 MHz band. • Once licensing is completed, the 700 MHz band will add 84 MHz of spectrum to this total (or increase the spectrum capacity by more than 30%).

10. Valuations for Past Auctions

11. Entities Showing Interest in 700 MHz • DirecTV • EchoStar • Google • Intel • Yahoo! • Skype • Verizon • AT&T • SpectrumCo (Comcast, Cox, Time Warner, Sprint Nextel) • MetroPCS • Leap Wireless • Alltel • US Cellular • Qualcomm • Aloha Partners • Rural cellular and telecom entities

12. Converting Television Spectrum into Mobile Spectrum • Congress established a “date certain” for all analog TV broadcasts to end on February 17, 2009. • As of that date, all broadcast TV transmissions must be in a digital format. • This transition from analog to digital allows for broadcast TV to utilize less wireless spectrum to provide the same video programming. • The FCC therefore reallocated TV Channels 52 to 69 from broadcast TV to commercial wireless services—a total of 108 MHz of spectrum.

13. Converting Television Spectrum into Mobile Spectrum (cont’d) • By law, 24 MHz of this spectrum is to be set aside for public safety use; 24 MHz of this spectrum has previously been auctioned for commercial wireless services. • Congress has required the remaining 60 MHz of 700 MHz spectrum be auctioned, with the auction to commence by January 28, 2008. Proceeds must be placed in the Digital Television Transition and Public Safety Fund by June 30, 2008. • The Digital Television Transition and Public Safety Fund is to fund a coupon program for consumers ($1.5 billion) to purchase digital to analog converter boxes for their existing analog TVs to continue to receive over-the-air TV broadcasts; another $1 billion is to be provided for public safety radio systems.

14. Overview of the 700 MHz Spectrum 6 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 • TV broadcast channels 52-59, 60-69: • Analog stations to be replaced by “in-core” digital allotments. • Broadcasters currently have 2 x 6 MHz channel allotments—1 for analog, 1 for digital. • Upper band (TV channels 60-69): • 24 MHz allocated to public safety. • 30 MHz allocated to commercial—6 MHz “guardband.” • Lower band (TV channels 52-59): • C and D block have already been auctioned (C block = 12 MHz; D block = 6 MHz). • D Block is to be used by MediaFLO for its video product to wireless handsets. “Upper 700 MHz Band” “Lower 700 MHz Band” 698 748 794 A B C D E A B C A C D B Public Safety A C D B Public Safety 1 10 12 5 2

15. Status of FCC Process • FCC Report and Order and Further Notice of Proposed Rulemaking dated April 27, 2007 (Federal Register May 2, 2007). • Adopted some of the technical rules governing the 700 MHz band. • The Further Notice seeks comment on critical service requirements, including: • Spectrum block sizes • Geography covered by licenses; and • Requirements that licensees must comply with to be a licensee in good standing. • Comments due May 23, 2007; reply comments due May 30, 2007.

16. Review of the FCC Order • Action items: • A mix of geographic license area sizes. • Package bidding. • Comparative hearings at renewal eliminated. • License terms. • Power spectral density model. • Rural area power levels increased. • Power limits for the lower 700 MHz A and B blocks. • E911 and hearing aid compatibility. • The Guard Band leasing regime modified.

17. Effect of FCC Technical Restrictions • FCC has adopted power rules for lower and upper 700 MHz bands. • A and B block in the lower 700 MHz band limited to power levels favorable for commercial mobile services. • C, D and E block in the lower 700 MHz band allowed to use much higher power (more broadcast service type power), making traditional mobile services problematic. • Upper 700 MHz band power limits the same as the A and B block lower 700 MHz band—favorable for mobile services. • Upper 700 MHz band licensees will need to protect adjacent public safety operations. • FCC needs to adopt final band plan to determine the effect that public safety protections will have on commercial licensees.

18. Review of Outstanding Issues • FCC proposals: • Band plan for the lower 700 MHz band. • Band plans for the upper 700 MHz band. • Build-out requirements. • Eligibility restrictions. • Anonymous bidding. • Public safety broadband issues. • Guard Band plans. • Frontline proposal. • Media Access Project and Ad Hoc Public Interest Spectrum Coalition proposals.

19. FCC Proposed Band Plan 1 Upper 700 MHz Proposals REAG REAG REAG REAG D 6 MHz D 6 MHz BB 6 MHz NB 3 MHz NB 3 MHz BB 6 MHz NB 3 MHz NB 3 MHz C 11 MHz A C 11 MHz A Commercial Public Safety Commercial Public Safety 60 61 62 63 64 65 66 67 68 69 FCC Proposed Band Plan 2 REAG CMA or EA EA REAG CMA or EA EA BB 6 MHz NB 3 MHz NB 3 MHz BB 6 MHz NB 3 MHz NB 3 MHz A C 5.5 MHz A D 5.5 MHz C 5.5 MHz E 6 MHz D 5.5 MHz E 6 MHz Commercial Public Safety Commercial Public Safety 60 61 62 63 64 65 66 67 68 69 FCC Proposed Band Plan 3 (The FCC did not propose geographic areas for this band plan) TBD TBD TBD TBD C 11 MHz D 5 MHz A BB 5 MHz NB 3 MHz NB 3 MHz B C 11 MHz D 5 MHz A BB 5 MHz NB 3 MHz NB 3 MHz B C Commercial Public Safety Commercial Public Safety 60 61 62 63 64 65 66 67 68 69 FCC Proposed Band Plan 4 REAG REAG EA REAG REAG EA C 5.5 MHz C 5.5 MHz D 5.5 MHz D 5 MHz D 5.5 MHz D 5 MHz A BB 5 MHz NB 3 MHz NB 3 MHz B A BB 5 MHz NB 3 MHz NB 3 MHz B C Commercial Public Safety Commercial Public Safety 60 61 62 63 64 65 66 67 68 69 FCC Proposed Band Plan 5 REAG EA EA REAG EA EA C 5.5 MHz C 5.5 MHz D 5.5 MHz D 5 MHz D 5.5 MHz D 5 MHz A BB 5 MHz NB 3 MHz NB 3 MHz B A BB 5 MHz NB 3 MHz NB 3 MHz B C Commercial Public Safety Commercial Public Safety 60 61 62 63 64 65 66 67 68 69

20. Lower 700 MHz Proposal 698 6 746 PREVIOUSLY AUCTIONED PREVIOUSLY AUCTIONED 52 53 54 55 56 57 58 59 A B C D E A B C Existing Market Plan 6 REAGs 6 REAGs 734 CMAs 6 REAGs 6 REAGs 6 REAGs 6 REAGs 734 CMAs 176 EAs 734 CMAs 734 CMAs 6 REAGs 6 REAGs 176 EAs 734 CMAs 734 CMAs

24. Key Issues to be Resolved • Spectrum band plan. • Frontline proposal: • Need for a Network Sharing Agreement with public safety. • Designated Entity benefits for bidders accepting a Frontline type license. • Rules and conditions to address a winner’s failure to comply with its obligations. • Requirement to operate a wholesale network and to provide freedom of equipment choice, non-discriminatory access and access by new innovative service providers. • Extension of requirements to other mobile spectrum held by auction winner.

25. Key Issues to be Resolved (cont’d) • Build-out requirements: • Commission has proposed that: • 25% of the geographic area be covered in 3 years; • 50% of the geographic area be covered in 5 years; • 75% of the geographic area be covered in 8 years; and • Has asked whether licensees should lose what they do not cover. • Eligibility restrictions. • Auction rules/requirements: • Package bidding. • Anonymous bidding; and • Release of public notice on auction procedures and requirements.

26. Timeline for Next Steps • Report and Order of final rules June/July 2007 • Report and Order in Federal Register June/July 2007 • Public Notice on auction procedures August 2007 • Comments on auction public notice September 2007 • Reply comments September 2007 • Final procedures public notice October 2007 • Auction seminar October 2007 • Short form (FCC 175) application due November 2007 • Accepted/rejected application public notice December 2007 • Final accepted application public notice December 2007 • Upfront payments due December 2007 • Mock auction January 2008 • Auction start January 28, 2008

27. Timeline for Next Steps (cont’d) • Auction completion February 2008 • Close of auction public notice released February 2008 • Long Form (601) and Ownership Form (602) due March 2008 • 20% down payment due March 2008 • Final payment due March 2008 • Accepted for Filing Public Notice April 2008 • Petitions to Deny due April 2008 • Oppositions to Petitions to Deny due April 2008 • Reply to Oppositions due April 2008 • License grants May/June 2008 • Money transferred to DTV and Public Safety Fund June 30, 2008

28. Critical Issues to be Resolved • FCC comments due May 23; replies due May 30. • Commission targeting June decision. • Best guesses of what parties will say and what Commission will do.

29. Questions? R. Michael Senkowski msenkowski@wileyrein.com 202.719.7249 Tom Dombrowsky tdombrow@wileyrein.com 202.719.7236