United States v. SBC Communications Inc. and AT&T Corp.; Competitive Impact Statement, Proposed Final Judgment, Complaint, Amended Stipulation, 74334-74350 [05-23814]

Agencies

• Antitrust Division
• Department of Justice

[Federal Register Volume 70, Number 240 (Thursday, December 15, 2005)]
[Notices]
[Pages 74334-74350]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 05-23814]


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DEPARTMENT OF JUSTICE

Antitrust Division


United States v. SBC Communications Inc. and AT&T Corp.; 
Competitive Impact Statement, Proposed Final Judgment, Complaint, 
Amended Stipulation

    Notice is hereby given pursuant to the Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16(b)-(h), that a Complaint, proposed Final 
Judgment, Amended Stipulation, and Competitive Impact Statement have 
been filed with the U.S. District Court for the District of Columbia in 
United States v. SBC Communications Inc., Civil Case No. 1:05CV02102 
(EGS). On October 27, 2005, the United States filed a complaint 
alleging that the proposed acquisition of AT&T Corp. (``AT&T'') by SBC 
Communications Inc. (``SBC'') would violate Section 7 of the Clayton 
Act, 15 U.S.C. 18, by substantially lessening competition in the 
provision of local private lines (also called ``special access'') and 
other telecommunications services that rely on local private lines in 
eleven metropolitan areas: Chicago; Dallas-Fort Worth; Detroit; 
Hartford-New Haven, Connecticut; Indianapolis; Kansas City; Los 
Angeles; Milawaukee; San Diego; San Francisco-San Jose; and St. Louis. 
The proposal Final Judgment requires the defendants to divest assets in 
those eleven metropolitan areas in order to proceed with SBC's $16 
billion acquisition of AT&T. A Competitive Impact Statement filed by 
the United States on November 16, 2005 describes the Complaint, the 
proposed Final Judgment, the industry, and the remedies available to 
private litigants who may have been injured by the alleged violation.
    Copies of the Complaint, proposed Final Judgment, Amended 
Stipulation, Competitive Impact Statement, and all further papers filed 
with the Court in connection with this Complaint will be available for 
inspection at the Antitrust Documents Group, Antitrust Division, 
Liberty Place Building, Room 215, 325 7th Street, NW., Washington, DC 
20503 (202-514-2481), and at the Office of the Clerk of the U.S. 
District Court for the District of Columbia. Copies of these materials 
may be obtained from the Antitrust Division upon request and payment of 
the copying fee set by Department of Justice regulations.
    Interested persons may submit comments in writing regarding the 
proposed consent decree to the United States. Such comments must be 
received by the Antitrust Division within sixty (60) days and will be 
filed with the Court by the United States. Comments should be addressed 
to Nancy Goodman, Chief, Telecommunications & Media Enforcement 
Section, Antitrust Division, U.S. Department of Justice, 1401 H Street, 
NW., Suite 8000, Washington, DC 20530 (202-514-5621). At the conclusion 
of the sixty (60) day comment period, the U.S. District Court for the 
District of Columbia may enter the proposed consent decree upon finding 
that it serves the public interest.

J. Robert Kramer II,
Director of Operations, Antitrust Division.

In the United States District Court for the District of Columbia

United States of America, United States Department of Justice, 
Antitrust Division, 1401 H Street, NW., Suite 8000, Washington, DC 
20530, Plaintiff; v. SBC Communications, Inc., 175 East Houston, San 
Antonio, TX 78205; and AT&T Corp., One AT&T Way, Bedminster, NJ 07921, 
Defendants

    Case Number 1:05CV02102
    Judge: Emmet G. Sullivan
    Deck Type: Antitrust
    Date Stamp: 10/27/2005

Complaint

    The United States of America, acting under the direction of the 
Attorney General of the United States, brings this civil action to 
enjoin the merger of two of the largest providers of telecommunications 
services in the United States, SBC Communications, Inc. (``SBC'') and 
AT&T Corp. (``AT&T''), and alleges as follows:
    1. On January 30, 2005, SBC entered into an agreement to acquire 
AT&T. If approved, the transaction would create the nation's largest 
provider of telecommunications services. Plaintiff seeks to enjoin this 
transaction because it will substantially lessen competition for (a) 
Local Private Lines that connect hundreds of commercial buildings in 
SBC's franchised territory to a carrier's network or other local 
destination, and (b) other telecommunications services that rely on 
Local Private Lines.
    2. SBC and AT&T compete in the sale of wireline telecommunications 
services to retail and wholesale customers in the United States.

[[Page 74335]]

    3. For hundreds of commercial buildings in the metropolitan areas 
of Chicago, Illinois; Dallas-Fort Worth, Texas; Detroit, Michigan; 
Hartford-New Haven, Connecticut; Indianapolis, Indiana; Kansas City, 
Missouri; Los Angeles, California; Milwaukee, Wisconsin; San Diego, 
California; San Francisco-San Jose, California; and St. Louis, 
Missouri, SBC and AT&T are the only two firms that own or control a 
direct wireline connection to the building. These building connections 
are used to supply voice and data telecommunications services to 
business customers. As described in this Complaint, the proposed merger 
is likely to substantially reduce competition for Local Private Lines 
and telecommunications services that rely on Local Private Lines to 
those buildings.

I. Jurisdiction and Venue

    4. This action is filed by the United States under Section 15 of 
the Clayton Act, 15 U.S.C. 25, to prevent and restrain the Defendants 
from violating Section 7 of the Clayton Act, 15 U.S.C. 18.
    5. SBC and AT&T are engaged in interstate commerce and in 
activities substantially affecting interstate commerce. The Court has 
jurisdiction over this action pursuant to Sections 15 and 16 of the 
Clayton Act, 15 U.S.C. 25, 26, and 28 U.S.C. 1331, 1337.
    6. SBC and AT&T transact business and are found in the District of 
Columbia. Venue is proper under Section 12 of the Clayton Act, 15 
U.S.C. 22, and 28 U.S.C. 1391(c).

II. The Defendants and the Transaction

    7. SBC is a corporation organized and existing under the laws of 
the State of Delaware, with its headquarters in San Antonio, Texas. 
SBC, formerly Southwestern Bell, is a regional bell operating company 
(``RBOC''), formed as part of the seven regional holding companies to 
result from the breakup of AT&T's local telephone business in 1984. In 
1996, SBC acquired another of the seven original holding companies, 
Pacific Telesis, and in 1999 it acquired a third RBOC, Ameritech. SBC 
acquired another incumbent local exchange carrier (``ILEC''), Southern 
New England Telephone Corporation, in 1998. SBC's wireline 
telecommunications operations currently serve around 52 million 
switched access lines, including 27.5 million residential and 17.6 
million business lines in 13 states. In 2004, SBC earned approximately 
$36.9 billion in revenues from its wireline services, including almost 
$13 billion attributable to business customers. SBC has fiber optic or 
copper connections to virtually all of the commercial buildings in its 
franchised territory.
    8. AT&T is a corporation organized and existing under the laws of 
the State of New York, with its headquarters in Bedminster, New Jersey. 
AT&T is the nation's largest interexchange carrier (``IXC''), offering 
traditional long distance telephone service, as well as one of the 
largest competitive local exchange carriers (``CLEC''), offering local 
network exchange and access for voice and data services. AT&T serves 
consumers and businesses across the United States and around the globe, 
and owns significant local network assets within SBC's 13-state 
operating territory including direct fiber optic connections to 
numerous commercial buildings. In 2004, AT&T earned approximately $30.5 
billion in revenues, including $22.6 billion from business customers.
    9. Pursuant to an Agreement and Plan of Merger dated January 30, 
2005, SBC agreed to acquire AT&T for approximately $16 billion.

III. Trade and Commerce

A. Nature of Trade and Commerce
    10. SBC owns and operates local telecommunications networks 
throughout its territory and provides local and long distance voice and 
data services to, inter alia, business customers and other 
telecommunications carriers.
    11. AT&T owns and operates local networks in dozens of metropolitan 
areas in the United States, a substantial number of which are in SBC 
territory. Like SBC, AT&T also provides local and long distance voice 
and data services to business customers and other telecommunications 
carriers. Significant numbers of AT&T's customers have locations in 
SBC's franchised territory, and the two firms compete to serve those 
wholesale and retail customers.
    12. One element of the parties' local networks are local loops, 
sometimes referred to as ``last-mile'' connections, which are typically 
either copper or fiber-optic transmission facilities that connect 
commercial buildings to a carrier's network. These last-mile 
connections are a critically important asset for providing service to 
business customers.
    13. A Local Private Line is a dedicated, point-to-point circuit 
offered over copper and/or fiber-optic transmission facilities that 
originates and terminates within a single metropolitan area and 
typically includes at least one local loop. Local Private Lines are 
sold at both retail (to business customers) and wholesale (to other 
carriers). SBC refers to local Private Line circuits as ``special 
access.''
    14. Depending on how they are configured, Local Private Lines can 
be used to carry voice traffic, data, or a combination of the two. 
Local Private Lines may be purchased as stand-alone products but are 
also an important input to value-added voice and data 
telecommunications services that are offered to business customers.
    15. For the vast majority of commercial buildings in its territory, 
SBC is the only carrier that owns a last-mile connection to the 
building. Thus, in order to provide voice or data telecommunications 
services to customers in those SBC-only buildings, competing carriers 
typically must lease the connection from SBC as Local Private Line 
service (special access).
    16. For a small percentage of commercial buildings (though one that 
accounts for a substantial percentage of customer demand and revenue), 
SBC's CLEC competitors have built or acquired their own last-mile 
fiber-optic connections, separate from SBC's, to connect their networks 
to the buildings. The CLECs typically refer to buildings with these 
connections as their ``lit buildings'' or ``on-net buildings.'' Once a 
CLEC has incurred the high fixed cost to construct a last-mile 
connection to a building, the CLEC can usually provide service to 
business customers in the building at a lower marginal cost than it 
would otherwise be able to do if it had to lease the connection from 
the RBOC. It can also provide alternative access to other CLECs seeking 
to serve business customers in the building.
    17. AT&T is among leading CLECs in SBC's territory in the number of 
buildings it has connected with its own last-mile fiber facilities. For 
hundreds of buildings in SBC's territory, the only two carriers that 
own or control the direct building connection are AT&T and SBC.
    18. In the hundreds of buildings where AT&T is the only CLEC with a 
last-mile connection, the merger of SBC and AT&T would reduce the 
number of carriers with an owned or controlled last-mile connection 
from two to one.
B. Relevant Product Markets
    19. The relevant product markers affected by this transaction are 
the markets for: (a) Local Private Lines, and (b) voice and data 
telecommunications services that rely on Local Private Lines.
    20. SBC is the dominant provider of Local Private Lines (special 
access) in its franchised territory with approximately $4.4 billion in 
special access sales in 2004. AT&T is one of SBC's largest competitors 
with $311

[[Page 74336]]

million in Local Private Line sales in 2004, of which over $90 million 
were in SBC territory.
    21. Local Private Lines are a recognized service category among 
telecommunications carriers and end-user business customers. Customers 
typically purchase Local Private Lines in standard bandwidth increments 
such as DS1 (``T1,'' 1.54 megabits per second), DS3 (44.74 megabits per 
second), OC3 (155.52 megabits per second), and higher. Local Private 
Lines can interconnect with industry-standard data networking and 
telephone equipment, and can be ``channelized'' to carry various 
amounts of voice and/or data traffic.
    22. Local Private Lines are distinct from switched local exchange 
telephone services. Switched local exchange lines route calls through a 
voice switch in the local carrier's central office and do not 
necessarily use a dedicated circuit. These switched circuits do not 
offer the guaranteed bandwidth, high service levels, and security that 
Local Private Lines provide.
    23. Competing carriers often rely on Local Private Line (special 
access) circuits to connect an end-user customer's location to their 
networks, enabling the competitor to supply value-added data 
networking, Internet access, local voice and long distance services to 
the customer. Although carriers can provide some types of voice and 
data services over switched local exchange lines (e.g., when an access 
line is pre-subscribed to a long distance carrier), most large business 
customers do not find those services to be a viable or cost-effective 
substitute for voice and data telecommunications services provided via 
Local Private Lines. In the event of a small, but significant, 
nontransitory increase in price for either Local Private Lines or voice 
and data telecommunications services provided via Local Private Lines, 
insufficient customers would switch to switched circuits to render the 
increase unprofitable.
C. Relevant Geographic Markets
    24. The relevant geographic markets for both Local Private Lines, 
as well as voice and data telecommunications services that rely on 
Local Private Lines, are no broader than each metropolitan area and no 
more narrow than each individual building.

IV. Anticompetitive Effects

    25. SBC and AT&T are the only two carriers that own or control a 
Local Private Line connection to many buildings in each region. The 
merger would, therefore, effectively eliminate competition for 
facilities-based Local Private Line service to those buildings, and 
many retail and wholesale customers would be longer have AT&T as a 
competitive alternative to SBC. Although other competitors might resell 
Local Private Lines from SBC, those competitors would not be as 
effective a competitive constraint because SBC would control the price 
of the resold circuits. The merged firm would, therefore, have the 
ability to raise price to retail and wholesale customers of Local 
Private Lines.
    26. In addition, because the cost of dedicated local access via 
Local Private Line represents an important cost component of many 
value-added voice and data telecommunications services provided over 
such access, by (a) eliminating AT&T as the only competitive 
alternative to SBC for such services with its own Local Private Line 
connection to hundreds of buildings, and (b) depriving other carriers 
seeking to provide such value-added services of the only fully-
facilities based wholesale competitive alternative to SBC in those 
buildings, the merger would tend to lessen competition for retail voice 
and data telecommunications services provided over dedicated access.

V. Entry

    27. Although other CLECs can, theoretically, build their own fiber 
connection to each building in response to a price increase by the 
merged firm, such entry is a difficult, time-consuming, and expensive 
process. Whether a CLEC builds a last mile connection to a given 
building depends upon many factors, including:
    a. The proximity of the building to the CLEC's existing network 
interconnection points;
    b. The capacity required at the customer's location (and thus the 
revenue opportunity);
    c. The availability of capital;
    d. The existence of physical barriers, such as rivers and railbeds, 
between the CLEC's network and the customer's location; and
    e. The ease or difficulty of securing the necessary consent from 
building owners and municipal officials.
    28. The costs of building a last-mile connection vary substantially 
for each location. Even if all the above criteria favor the 
construction of a last-mile connection in a particular case, a single 
such connection typically costs tens, sometimes hundreds, of thousands 
of dollars to build and activate. Thus, CLECs will typically only build 
in to a particular building after they have secured a customer contract 
of sufficient size to justify the anticipated construction costs for 
that building.
    29. Although entry may occur in response to a post-merger price 
increase in some of buildings where AT&T is the only connected CLEC, 
the conditions for entry are unlikely to be met in hundreds of those 
buildings. Thus, entry is unlikely to eliminate the competitive harm 
that would likely result from the proposed merger.

VI. Violation Alleged

    30. The United States hereby incorporates paragraphs 1 through 29.
    31. Pursuant to an Agreement and Plan of Merger dated January 30, 
2005, SBC and AT&T intend to merge their businesses.
    32. The effect of the proposed acquisition of AT&T by SBC would be 
to lessen competition substantially in interstate trade and commerce in 
numerous geographic markets for (a) Local Private Lines and (b) voice 
and data telecommunications services that rely on Local Private Lines, 
in violation of Section 7 of the Clayton Act, 15 U.S.C. Sec. 18.
    33. The transaction would likely have the following effects, among 
others:
    a. competition in the provision and sale of Local Private Lines in 
numerous geographic markets would be eliminated or substantially 
lessened;
    b. competition in the provision and sale of voice and data 
telecommunications services that rely on Local Private Lines in 
numerous geographic markets would be substantially lessened; and
    c. prices for Local Private Lines, as well as voice and data 
telecommunications services provided via Local Private Lines, would 
likely increase to levels above those that would prevail absent the 
merger.

VII. Prayer for Relief

    The United States requests:
    34. That SBC's proposed acquisition of AT&T be adjudged to violate 
Section 7 of the Clayton Act, 15 U.S.C. 18;
    35. That Defendants be permanently enjoined and restrained from 
carrying out the Agreement and Plan of Merger dated January 30, 2005 or 
from entering into or carrying out any agreement, understanding, or 
plan by which SBC would merge with or acquire AT&T, its capital stock 
or any of its assets;
    36. That the United States be awarded costs of this action; and
    37. That the United States have such other relief as the Court may 
deem just and proper.

Dated: October 27, 2005.

 Respectfully submitted,


[[Page 74337]]


For Plaintiff United States:

Thomas O. Barnett,
Acting Assistant Attorney General.

J. Bruce McDonald,
Deputy Assistant Attorney General.

J. Robert Krammer II,
Director of Operations.

Nancy M. Goodman,
Chief, Telecommunications and Media Enforcement Section (D.C. Bar No 
251694).

Laury E. Bobbish,
Assistant Chief, Telecommunications and Media Enforcement Section.

Lawrence M. Frankel, (D.C. Bar No. 441532).
Claude F. Scott, Jr. (D.C. Bar No. 414906).
Mary N. Strimel (D.C. Bar No. 455303).
Matthew C. Hammond
Lauren J. Fishbein (D.C. Bar No. 451889).
Conrad J. Smucker (D.C. Bar No. 434590).
Jeremiah M. Luongo
Jared A. Hughes
David T. Blonder
William Lindsey Wilson
William B. Michael
Trial Attorneys, U.S. Department of Justice, Antitrust Division, 
Telecommunications and Media Enforcement Section, 1401 H Street, 
NW., Suite 8000, Washington, DC 20530. Telephone (202) 514-5621. 
Facsimile: (202) 514-6381.

In the United States District Court for the District of Columbia

United States of America, Plaintiff; v. SBC Communications, Inc. and 
AT&T Corp., Defendants

    Civil Action No. 1:05CV02102 (EGS)

Final Judgment

    Whereas, plaintiff, United States of America, filed its Complaint 
on October 27, 2005, plaintiff and defendants, SBC Communications Inc. 
(``SBC'') and AT&T Corp. (``AT&T''), by their respective attorneys, 
have consented to the entry of this Final Judgment without trial or 
adjudication of any issue of fact or law, and without this Final 
Judgment constituting any evidence against or admission by an party 
regarding any issue of fact or law;
    And Whereas, defendants agree to be bound by the provisions of this 
Final Judgment pending its approval by the Court;
    And Whereas, the essence of this Final Judgment is the prompt and 
certain divestiture of certain rights or assets by the defendants to 
assure that competition is not substantially lessened;
    And Whereas, plaintiff requires defendants to make certain 
divestitures for the purpose of remedying the loss of competition 
alleged in the Complaint;
    And Whereas, defendants have represented to the United States that 
the divestitures required below can and will be made and that 
defendants will later raise no claim of hardship or difficulty as 
grounds for asking the Court to modify any of the divestiture 
provisions contained below;
    Now Therefore, before any testimony is taken, without trial or 
adjudication of any issue of fact or law, and upon consent of the 
parties, it its ordered, adjudged, and decreed:

I. Jurisdiction

    This Court has jurisdiction over the subject matter of and each of 
the parties to this action. The Complaint states a claim upon which 
relief may be granted against defendants under Section 7 of the Clayton 
Act, as amended (15 U.S.C. 18).

II. Definitions

    As used in this Final Judgment:
    A. ``SBC'' means defendant SBC Communications Inc., a Delaware 
corporation with its headquarters in San Antonio, Texas, its successors 
and assigns, and its subsidiaries, divisions, groups, affiliates, 
partnerships and joint ventures, and their directors, officers, 
managers, agents, and employees.
    B. ``At&T'' means defendant AT&T Corp., a New York corporation with 
its headquarters in Bedminster, New Jersey, its successors and assigns, 
and its subsidiaries, divisions, groups, affiliates, partnerships and 
joint ventures, and their directors, officers, managers, agents, and 
employees.
    C. ``Acquirer'' or ``Acquirers'' means the entity or entities to 
whom defendants divest the Divestiture Assets.
    D. ``Divestiture Assets'' means IRUs for Lateral Connections to the 
locations listed in Appendix A and sufficient transport as described 
below and all additional rights necessary to enable those assets to be 
used by the Acquirer to provide telecommunications services. The 
Divestiture Assets shall include IRUs for transport facilities 
sufficient to connect the Lateral Connections to locations mutually 
agreed upon by defendants and the Acquirer, subject to the approval of 
the United States in its sole judgment. The term ``Divestiture Assets'' 
shall be construed broadly to accomplish the complete divestiture of 
assets and the purposes of this Final Judgment and is subject to the 
following:
    (1) With the approval of the United States, in its sole discretion, 
in locations listed in Appendix A for which AT&T's interest in the 
fiber serving the location is an IRU rather than full ownership and if 
the United States determines that such an alternative disposition will 
meet the aims of this Final Judgment, defendants may (1) Enter into a 
dark fiber service agreement or other commercial arrangement for the 
Lateral Connections and associated transport with the Acquirer or (2) 
relinquish its IRU rights in the greater of (i) eight (8) fiber strands 
or (ii) one-half of the currently unused fiber strands in AT&T's 
facilities serving the locations, measured at the time of the filing of 
the Complaint, back to the owner of the fiber; and
    (2) With the approval of the United States, in its sole discretion, 
and at the Acquirer's option, the Divestiture Assets may be modified to 
exclude assets and rights that are not necessary to meet the aims of 
this Final Judgment.
    E. ``IRU'' means indefeasible right of use, a long-term leasehold 
interest that gives the holder the right to use specified strands of 
fiber in a telecommunications facility. An IRU granted by defendants 
under this Final Judgment shall (1) Be for a minimum of 10 years; (2) 
not require the Acquirer to pay monthly or other recurring fee to 
preserve or make use of its rights; (3) include all additional rights 
and interests necessary to enable the IRU to be used by the Acquirer to 
provide telecommunications services; and (4) contain other commercially 
reasonable and customary terms, including terms for payment to the 
grantor for ancillary services, such as maintenance fees on a per 
occurrence basis; and (5) not unreasonably limit the right of the 
Acquirer to use the asset as it wishes (e.g., the Acquirer shall be 
permitted to splice into the IRU fiber, though such splice points must 
be mutually agreed upon by Defendants and Acquirer).
    F. ``Lateral Connection'' means fiber strands from the point of 
entry of the building to the splice point with fiber used to serve 
different buildings and shall consist of the greater of (1) eight (8) 
fiber strands or (2) one-half of the currently unused fiber strands in 
AT&T's facilities serving the building measured at the time of the 
filing of the complaint. The fiber strands may be provided from those 
owned or controlled by either SBC or AT&T, as mutually agreed by 
defendants and Acquirer.

III. Applicability

    A. This Final Judgment applies to SBC and AT&T, as defined above, 
and all other persons in active concert or participation with any of 
them who receive actual notice of this Final Judgment by personal 
service or otherwise.
    B. Defendants shall require, as a condition of the sale or other 
disposition of all or substantially all of their assets or of lesser 
business units that include the Divestiture Assets, that the purchasers 
agree to be bound by the

[[Page 74338]]

provisions of this Final Judgment, provided, however, that defendants 
need to obtain such an agreement from the Acquirers.

IV. Divestitures

    A. Defendants are ordered and directed, within 120 calendar days 
after the closing of SBC's acquisition of AT&T, or five (5) days after 
notice of the entry of this Final Judgment by the Court, whichever is 
later, to divest the Divestiture Assets in a manner consistent with 
this Final Judgment to an acquirer and on terms acceptable to the 
United States in its sole discretion. The United States , in its sole 
discretion, may agree to one or more extensions of this time period not 
to exceed sixty (60) days in total, and shall notify the Court in such 
circumstances. If approval or consent from any government unit is 
necessary with respect to divestiture of the Divestiture Assets by 
defendants or the Divestiture Trustee and if applications or requests 
for approval or consent have been filed with the appropriate 
governmental unit within 120 calendar days after the closing of SBC's 
acquisition of AT&T, but an order or other dispositive action on such 
applications has not been issued before the end of the period permitted 
for divestiture, the period shall be extended with respect to 
divestiture of those Divestiture Assets for which governmental approval 
or consent has not been issued until five (5) days after such approval 
or consent is received. Defendants agree to use their best efforts to 
divest the Divestiture Assets and to seek all necessary regulatory or 
other approvals or consents necessary for such divestitures as 
expeditiously as possible. This Final Judgment does not limit the 
Federal Communications Commission's exercise of its regulatory powers 
and process with respect to the Divestiture Assets. Authorization by 
the Federal Communications Commission to conduct the divestiture of a 
Divestiture Asset in a particular manner will not modify any of the 
requirements of this decree.
    B. In accomplishing the divestitures ordered by this Final 
Judgment, defendants promptly shall make known, by usual and customary 
means, the availability of the Divestiture Assets. Defendants shall 
inform any person making inquiry regarding a possible purchase of the 
Divestiture Assets that they are being divested pursuant to this Final 
Judgment and provide that person with a copy of this Final Judgment. 
Defendants shall offer to furnish to all prospective Acquirers, subject 
to customary confidentiality assurances, all information and documents 
relating to the Divestiture Assets customarily provided in a due 
diligence process except such information or documents subject to the 
attorney-client or work-product privileges. Defendants shall make 
available such information to the United States at the same time that 
such information is made available to any other person.
    C. Defendants shall permit prospective Acquirers of the Divestiture 
Assets to have reasonable access to personnel and to make inspections 
of the physical facilities of the Divestiture Assets; access to any and 
all environmental, zoning, and other permit documents and information; 
and access to any and all financial, operational, or other documents 
and information customarily provided as part of a due diligence 
process.
    D. Defendants shall warrant to all Acquirers of the Divestiture 
Assets that each asset will be operation on the date of sale.
    E. Defendants shall not take any action that will impede in any way 
the permitting, operation, or divestiture of the Divestiture Assets.
    F. At the option of the Acquirers, defendants shall enter into a 
contract for a period of up to one (1) year for transition services 
customarily necessary to maintain, operate, provision, monitor, or 
otherwise support the Divestiture Assets. The terms and conditions of 
any contractual arrangement meant to satisfy this provision must be 
reasonably related to market conditions.
    G. Defendants shall warrant to the Acquirer of the Divestiture 
Assets that there are no material defects in the environmental, zoning, 
or other permits pertaining to the operation of each asset, and that 
following the sale of the Divestiture Assets, defendants will not 
undertake, directly or indirectly, any challenges to the environmental, 
zoning, or other permits relating to the operation of the Divestiture 
Assets.
    H. Unless the United States otherwise consents in writing, the 
divestitures pursuant to Section IV, or by trustee appointed pursuant 
to Section V, of this Final Judgment, shall include the entire 
Divestiture Assets, and shall be accomplished in such a way as to 
satisfy the United States, in its sole discretion, that the Divestiture 
Assets can and will be used by the Acquirer as part of a viable, 
ongoing telecommunications business. Divestiture of the Divestiture 
Assets may be made to more than one Acquirer, provided that (i) all 
Divestiture Assets in a given metropolitan area are divested to a 
single Acquirer unless otherwise approved by the United States, in its 
sole discretion, and (ii) in each instance it is demonstrated to the 
sole satisfaction of the United States that the Divestiture Assets will 
remain viable and the divestiture of such assets will remedy the 
competitive harm alleged in the Complaint. The divestitures, whether 
pursuant to Section IV or Section V of this Final Judgment,
    (1) shall be made to an Acquirer (or Acquirers) that, in the United 
State's sole judgment, has the intent and capability (including the 
necessary managerial, operation, technical, and financial capability) 
of competing effectively in the provision of telecommunications 
services; and
    (2) shall be accomplished so as to satisfy the United States, in 
its sole discretion, that none of the terms of any agreement between an 
Acquirer (or Acquirers) and defendants gives defendants the ability 
unreasonably to raise the Acquirer's costs, to lower the Acquier's 
efficiency, or otherwise to interfere in the ability of the Acquirer to 
compete effectively.
    I. To the extent leases, contracts, agreements, intellectual 
property rights, licenses, or other commitments with third-parties are 
not assignable or transferrable without the consent of the licensor or 
other third parties, defendants shall use their best efforts to obtain 
those consents.

V. Appointment of Trustee

    A. If defendants have not divested the Divestiture Assets within 
the time period specified in Section IV(A), defendants shall notify the 
United States of that fact in writing, specifically identifying the 
Divestiture Assets that have not been divested. Upon application of the 
United States, the Court shall appoint a trustee selected by the United 
States and approved by the Court to effect the divestiture of the 
Divestiture Assets.
    B. After the appointment of a trustee becomes effective, only the 
trustee shall have the right to sell the Divestiture Assets. The 
trustees shall have the power and authority to accomplish the 
divestiture to Acquirers acceptable to the United States, in its sole 
judgment, at such price and on such terms as are then obtainable upon 
reasonable effort by the trustee, subject to the provisions of Sections 
IV, V, and VI of this Final Judgment, and shall have such other powers 
as this Court deems appropriate. Subject to Section V(D) of this Final 
Judgment, the trustee may hire at the cost and expense of defendants 
any investment bankers, attorneys, technical experts, or other agents, 
who shall be solely accountable to the trustee,

[[Page 74339]]

reasonably necessary in the trustee's judgment to assist in the 
divestiture.
    C. Defendants shall not object to a sale by the trustee on any 
ground other than the trustee's malfeasance. Any such objections by 
defendants must be conveyed in writing to the United States and the 
trustee within ten (10) calendar days after the trustee has provided 
the notice required under Section VI.
    D. The trustee shall serve at the cost and expense of defendants, 
on such terms and conditions as the plaintiff approves, and shall 
account for all monies derived from the sale of the assets sold by the 
trustee and all costs and expenses so incurred. After approval by the 
Court of the trustee's accounting, including fees for its services and 
those of any professionals and agents retained by the trustee, all 
remaining money shall be paid to defendants and the trust shall then be 
terminated. The compensation of the trustee and any professionals and 
agents retained by the trustee shall be reasonable in light of the 
value of the Divestiture Assets and based on a fee arrangement 
providing the trustee with an incentive based on the price and terms of 
the divestiture and the speed with which it is accomplished, but 
timeliness is paramount.
    E. Defendants shall use their best efforts to assist the trustee in 
accomplishing the required divestitures, including their best efforts 
to effect all necessary regulatory or other approvals or consents and 
will provide necessary representations or warranties as appropriate, 
related to the sale of the Divestiture Assets. The trustee and any 
consultants, accountants, attorneys, technical experts, and other 
persons retained by the trustee shall have full and complete access to 
the personnel, books, records, and facilities related to the 
Divestiture Assets, and defendants shall develop financial and other 
information relevant to the Divestiture Assets as the trustee may 
reasonably request, subject to reasonable protection for trade secret 
or other confidential research, development, or commercial information. 
Defendants shall take no action to interfere with or to impede the 
trustee's accomplishment of the divestiture.
    F. After its appointment, the trustee shall file monthly reports 
with the United States and the Court setting forth the trustee's 
efforts to accomplish the divestiture ordered under this Final 
Judgment. To the extent such reports contain information that the 
trustee deems confidential, such reports shall not be filed in the 
public docket of the Court. Such reports shall include the name, 
address, and telephone number of each person who, during the preceding 
month, made an offer to acquire, expressed an interest in acquiring, 
entered into negotiations to acquire, or was contacted or made an 
inquiry about acquiring, any interest in the Divestiture Assets, and 
shall describe in detail each contact with any such person. The trustee 
shall maintain full records of all efforts made to divest the 
Divestiture Assets.
    G. If the trustee has not accomplished such divestiture within six 
months after its appointment, the trustee shall promptly file with the 
Court a report setting forth (1) The trustee's efforts to accomplish 
the required divestiture, (2) the reasons, in the trustee's judgment, 
why the required divestiture has not been accomplished, and (3) the 
trustee's recommendations. To the extent such reports contain 
information that the trustee deems confidential, such reports shall not 
be filed in the public docket of the Court. The trustee shall at the 
same time furnish such report to the plaintiff who shall have the right 
to make additional recommendations consistent with the purpose of the 
trust. The Court thereafter shall enter such orders as it shall deem 
appropriate to carry out the purpose of the Final Judgment, which may, 
if necessary, include extending the trust and the term of the trustee's 
appointment by a period requested by the United States.
    H. In addition, notwithstanding any provision to the contrary, the 
United States, in its sole discretion, may require defendants to 
include additional assets, or allow, with the written approval of the 
United States, defendants to substitute substantially similar assets, 
which substantially relate to the Divestiture Assets to be divested by 
the trustee to facilitate prompt divestiture to an acceptable Acquirer 
or Acquirers.

VI. Notice of Proposed Divestiture

    A. Within two (2) business days following execution of a definitive 
divestiture agreement, defendants or the trustee, whichever is then 
responsible for effecting the divestiture required herein, shall notify 
the United States of any proposed divestiture required by Section IV or 
V of this Final Judgment. If the trustee is responsible, it shall 
similarly notify defendants. The notice shall set forth the details of 
the proposed divestiture and list the name, address, and telephone 
number of each person not previously identified who offered or 
expressed an interest in or desire to acquire any ownership interest in 
the Divestiture Assets, together with full details of the same.
    B. Within fifteen (15) calendar days of receipt by the United 
States of such notice, the United States may request from defendants, 
the proposed Acquirer or Acquirers, any other third party, or the 
trustee, if applicable, additional information concerning the proposed 
divestiture, the proposed Acquirer or Acquirers, and any other 
potential Acquirer. Defendants and the trustee shall furnish any 
additional information requested within fifteen (15) calendar days of 
the receipt of the request, unless the parties shall otherwise agree.
    C. Within thirty (30) calendar days after receipt of the notice or 
within twenty (20) calendar days after the United States has been 
provided the additional information requested from defendants, the 
proposed Acquirer or Acquirers, any third party, and the trustee, 
whichever is later, the United States shall provide written notice to 
defendants and the trustee, if there is one, stating whether or not it 
objects to the prosed divestiture. If the United States provides 
written notice that it does not object, the divestiture may be 
consummated, subject only to defendants' limited right to object to the 
sale under Section V(C) of this Final Judgment. Absent written notice 
that the United States does not object to the proposed Acquirer or upon 
objection by the United States, a divestiture proposed under Section IV 
or Section V shall not be consummated. Upon objection by defendants 
under Section V(C), a divestiture proposed under Section V shall not be 
consummated unless approved by the Court.

VII. Financing

    Defendants shall not finance all or any part of any part of any 
purchase made pursuant to Section IV or V of this Final Judgment.

VIII. Preservation of Assets

    Until the divestiture required by this Final Judgment has been 
accomplished, defendants shall take all steps necessary to comply with 
the Stipulation signed by defendants and the United States. Defendants 
shall take no action that would jeopardize the divestiture ordered by 
this Court.

IX. Affidavits

    A. Within twenty (20) calendar days of the filing of the Complaint 
in this matter, and every thirty (30) calendar days thereafter until 
the divestiture has been completed under Section IV or V, defendants 
shall deliver to the United States an affidavit as to the face and 
manner of its compliance with Section IV or V of this Final Judgment. 
Each such affidavit shall include the name, address, and telephone 
number of each person who, during the preceding thirty

[[Page 74340]]

(30) days, made an offer to acquire, expressed an interest in 
acquiring, entered into negotiations to acquire, or was contacted or 
made an inquiry about acquiring, any interest in the Divestiture 
Assets, and shall describe in detail each contact with any such person 
during that period. Each such affidavit shall also include a 
description of the efforts defendants have taken to solicit buyers for 
the Divestiture Assets, and to provide required information to 
prospective Acquirers, including the limitations, if any, on such 
information. Assuming the information set forth in the affidavit is 
true and complete, any objection by the United States to information 
provided by defendants, including limitation on information, shall be 
made within fourteen (14) calendar days of the receipt of such 
affidavit.
    B. Within twenty (20) calendar days of the filing of the Complaint 
in this matter, defendants shall deliver to the United States an 
affidavit that describes in reasonable detail all actions defendants 
have taken and all steps defendants have implemented on an ongoing 
basis to comply with Section VIII of this Final Judgment. Defendants 
shall deliver to the United States an affidavit describing any changes 
to the efforts and actions outlined in defendants' earlier affidavits 
filed pursuant to this section within fifteen (15) calendar days after 
the change is implemented.
    C. Defendants shall keep all records of all efforts made to 
preserve and divest the Divestiture Assets until one year after such 
divestiture has been completed.

X. Compliance Inspection

    A. For the purposes of determining or securing compliance with this 
Final Judgment, or of determining whether the Final Judgment should be 
modified or vacated, and subject to any legally recognized privilege, 
from time to time duly authorized representatives of the United States 
Department of Justice, including consultants and other persons retained 
by the United States, shall, upon written request of a duly authorized 
representative of the Assistant Attorney General in charge of the 
Antitrust Division, and on reasonable notice to defendants, be 
permitted:
    (1) Access during defendants' office hours to inspect and copy, or 
at plaintiff's option, to require that defendants provide copies of, 
all books, ledgers, accounts, records and documents in the possession, 
custody, or control of defendants, relating to any matters contained in 
this Final Judgment; and
    (2) To interview, either informally or on the record, defendants' 
officers, employees, or agents, who may have their individual counsel 
present, regarding such matters. The interviews shall be subject to the 
reasonable convenience of the interviewee and without restraint or 
interference by defendants.
    B. Upon the written request of a duly authorized representative of 
the Assistant Attorney General in charge of the Antitrust Division, 
defendants shall submit written reports, under oath if requested, 
relating to any of the matters contained in this Final Judgment as may 
be requested.
    C. No information or documents obtained by the means provided in 
this section shall be divulged by the United States to any person other 
than an authorized representative of the executive branch of the United 
States, except in the course of legal proceedings to which the United 
States is a party (including grand jury proceedings), or for the 
purpose of securing compliance with this Final Judgment, or as 
otherwise required by law.
    D. If at the time information or documents are furnished by 
defendants to the United States, defendants represent and identify in 
writing the material in any such information or documents to which a 
claim of protection may be asserted under rule 26(c)(7) of the Federal 
Rules of Civil Procedure, and defendants mark each pertinent page of 
such material, ``Subejct to claim of protection under rule 26(c)(7) of 
the Federal Rules of Civil Procedure,'' then the United States shall 
give defendants ten (10) calendar days notice prior to divulging such 
material in any legal proceeding (other then grand jury proceedings).

XI. No Reacquisition

    Defendants may not reacquire (or lease back without the approval of 
the United States, in its sole discretion) any part of the Divestiture 
Assets during the term of this Final Judgment.

XII. Retention of Jurisdiction

    This Court retains jurisdiction to enable any party to this Final 
Judgment to apply to this Court at any time for further orders and 
directions as may be necessary or appropriate to carry out or construe 
this Final Judgment, to modify any of its provisions, to enforce 
compliance, and to punish violations of its provisions.

XIII. Expiration of Final Judgment

    Unless this Court grants an extension, this Final Judgment shall 
expire ten years from the date of its entry.

XIV. Public Interest Determination

    The parties have complied with the requirements of the Antitrust 
Procedures and Penalties Act, 15 U.S.C. 16, including making copies 
available to the public of this Final Judgment, the Competitive Impact 
Statement, and any comments thereon and the United States' response to 
comments. Based upon the record before the Court, which includes the 
Competitive Impact Statement and any comments and response to comments 
filed with the Court, entry of this Final Judgment is in the public 
interest.

Date:
-----------------------------------------------------------------------
Court approval subject to procedures of Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16.
-----------------------------------------------------------------------
United States District Judge

                                                                       Appendix A
--------------------------------------------------------------------------------------------------------------------------------------------------------
               Address                           City                 State         Zip                          Metropolitan Area
--------------------------------------------------------------------------------------------------------------------------------------------------------
Renaissance Blvd.....................  Oakbrook Terrace.......  IL..............    60181  Chicago.
10 N Martingale Rd...................  Schaumburg.............  IL..............    60173  Chicago.
10024 Skokie Blvd....................  Skokie.................  IL..............    60077  Chicago.
11 S La Salle St.....................  Chicago................  IL..............    60603  Chicago.
1400 Waukegan Rd.....................  McGaw Park.............  IL..............    60085  Chicago.
1666 E Touhy Ave.....................  Des Plaines............  IL..............    60018  Chicago.
200 Wilmot Rd........................  Deerfield..............  IL..............    60015  Chicago.
2300 60th St.........................  Kenosha................  WI..............    53140  Chicago.
2320 N Kenmore Ave...................  Chicago................  IL..............    60614  Chicago.
243 S Wabash Ave.....................  Chicago................  IL..............    60604  Chicago.
26 W 171 Roosevelt Rd................  Wheaton................  IL..............    60187  Chicago.

[[Page 74341]]

 
2801 80th St.........................  Kenosha................  WI..............    53140  Chicago.
3050 Highland Pkwy...................  Downers Grove..........  IL..............    60515  Chicago.
3060 W Salt Creek Ln.................  Arlington Heights......  IL..............    60005  Chicago.
340 N Milwaukee Ave..................  Vernon Hills...........  IL..............    60061  Chicago.
50 S La Salle St.....................  Chicago................  IL..............    60603  Chicago.
600 N Rte 45.........................  Libertyville...........  IL..............    60048  Chicago.
610 S Canal St.......................  Chicago................  IL..............    60607  Chicago.
610 S Maple Ave......................  Oak Park...............  IL..............    60304  Chicago.
640 N La Salle Dr....................  Chicago................  IL..............    60610  Chicago.
7000 High Grove Blvd.................  Burr Ridge.............  IL..............    60521  Chicago.
770 N Halsted St.....................  Chicago................  IL..............    60622  Chicago.
7955 S Cass Ave......................  Darien.................  IL..............    60561  Chicago.
9700 S Cass Ave......................  Argonne................  IL..............    60439  Chicago.
10935 Estate Ln......................  Dallas.................  TX..............    75238  Dallas-Fort Worth.
1145 Empire Central Pl...............  Dallas.................  TX..............    75247  Dallas-Fort Worth.
1233 Regal Row.......................  Dallas.................  TX..............    75247  Dallas-Fort Worth.
12750 Merit Dr.......................  Dallas.................  TX..............    75251  Dallas-Fort Worth.
12800 Abrams Rd......................  Dallas.................  TX..............    75243  Dallas-Fort Worth.
1330 River Bend Rd...................  Dallas.................  TX..............    75247  Dallas-Fort Worth.
13510 N Central Expy.................  Dallas.................  TX..............    75243  Dallas-Fort Worth.
13536 N Central Expy.................  Dallas.................  TX..............    75243  Dallas-Fort Worth.
13725 Montfort Dr....................  Dallas.................  TX..............    75240  Dallas-Fort Worth.
1508 E Mockingbird Ln................  Dallas.................  TX..............    75214  Dallas-Fort Worth.
1701 N Greenville Ave................  Richardson.............  TX..............    75081  Dallas-Fort Worth.
1900 S Central Expy..................  Dallas.................  TX..............    75215  Dallas-Fort Worth.
2220 Campbell Creek Blvd.............  Richardson.............  TX..............    75082  Dallas-Fort Worth.
2280 Greenville Ave..................  Dallas.................  TX..............    75206  Dallas-Fort Worth.
2534 Royal Ln........................  Dallas.................  TX..............    75229  Dallas-Fort Worth.
2735 N Stemmons Freeway..............  Dallas.................  TX..............    75207  Dallas-Fort Worth.
3890 W Northwest Hwy.................  Dallas.................  TX..............    75220  Dallas-Fort Worth.
3911 Sthwy 12 Loop...................  Dallas.................  TX..............    75236  Dallas-Fort Worth.
3939 Valley View.....................  Farmers Branch.........  TX..............    75244  Dallas-Fort Worth.
4001 Airport Frwy Rt 59.....  For Worth..............  TX..............    76117  Dallas-Fort Worth.
4201 Spring Valley Rd................  Dallas.................  TX..............    75244  Dallas-Fort Worth.
4849 W Illinois......................  Dallas.................  TX..............    75211  Dallas-Fort Worth.
6011 Lemmon Ave......................  Dallas.................  TX..............    75209  Dallas-Fort Worth.
7517 Campbell Rd.....................  Dallas.................  TX..............    75248  Dallas-Fort Worth.
7834 C F Hawn Fwy....................  Dallas.................  TX..............    75217  Dallas-Fort Worth.
7920 Belt Line Rd....................  Dallas.................  TX..............    75254  Dallas-Fort Worth.
801 Main St..........................  Dallas.................  TX..............    75202  Dallas-Fort Worth.
12225 Stephens Rd....................  Warren.................  MI..............    48089  Detroit-Ann Arbor.
12345 Nine Mile......................  Warren.................  MI..............    48090  Detroit-Ann Arbor.
1235 E Big Beaver Rd.................  Troy...................  MI..............    48083  Detroit-Ann Arbor.
18101 Oakwood Blvd...................  Dearborn...............  MI..............    48120  Detroit-Ann Arbor.
20 Oak Hollow St.....................  Southfield.............  MI..............    48034  Detroit-Ann Arbor.
201 W Fort St........................  Detroit................  MI..............    48226  Detroit-Ann Arbor.
2050 Auburn Rd.......................  Auburn Hills...........  MI..............    48326  Detroit-Ann Arbor.
25400 Denso..........................  Southfield.............  MI..............    48034  Detroit-Ann Arbor.
26400 Southfield Rd..................  Lathrup Village........  MI..............    48076  Detroit-Ann Arbor.
26600 Telegraph Rd...................  Southfield.............  MI..............    48034  Detroit-Ann Arbor.
27500 Drake Rd.......................  Farmington Hills.......  MI..............    48331  Detroit-Ann Arbor.
29129 Ecorse Rd......................  Romulus................  MI..............    48174  Detroit-Ann Arbor.
32991 Hamilton Ct E..................  Farmington Hills.......  MI..............    48334  Detroit-Ann Arbor.
3800 Howard Rd.......................  Farmington Hills.......  MI..............    48331  Detroit-Ann Arbor.
38281 Schoolcraft Rd.................  Livonia................  MI..............    48150  Detroit-Ann Arbor.
3937 Campus Dr.......................  Pontiac................  MI..............    48341  Detroit-Ann Arbor.
40 Oak Hollow St.....................  Southfield.............  MI..............    48034  Detroit-Ann Arbor.
500 Griswold St......................  Detroit................  MI..............    48236  Detroit-Ann Arbor.
500 Kirts Rd.........................  Troy...................  MI..............    48088  Detroit-Ann Arbor.
500 Renaissance Ctr..................  Detroit................  MI..............    48243  Detroit-Ann Arbor.
911 W Big Beaver Rd..................  Troy...................  MI..............    48084  Detroit-Ann Arbor.
1 Atlantic St........................  Bridgeport.............  CT..............    06604  Hartford-New-Haven.
10 Univac Ln.........................  Windsor................  CT..............    06095  Hartford-New-Haven.
102 Addison Rd.......................  Windsor................  CT..............    06095  Hartford-New-Haven.
121 Wawarme St.......................  Hartford...............  CT..............    06114  Hartford-New-Haven.
125 Powder Forest Dr.................  Simsbury...............  CT..............    06089  Hartford-New-Haven.
199 Benson Rd........................  Middlebury.............  CT..............    06762  Hartford-New-Haven.
20 Old Windsor Rd....................  Bloomfield.............  CT..............    06002  Hartford-New-Haven.
200 Grove St.........................  New Haven..............  CT..............    06511  Hartford-New-Haven.
2000 Day Hill Rd.....................  Windsor................  CT..............    06095  Hartford-New-Haven.
3 Waterside Xing.....................  Windsor................  CT..............    06095  Hartford-New-Haven.
300 Kensington Ave...................  New Britain............  CT..............    06051  Hartford-New-Haven.

[[Page 74342]]

 
32 Valley St.........................  Bristol................  CT..............    06010  Hartford-New-Haven.
45 Glover Ave........................  Norwalk................  CT..............    06850  Hartford-New-Haven.
500 Day Hill Rd......................  Windsor................  CT..............    06095  Hartford-New-Haven.
550 Marshall Phelps Rd...............  Windsor................  CT..............    06095  Hartford-New-Haven.
7 Waterside Xing.....................  Windsor................  CT..............    06095  Hartford-New-Haven.
71 Deerfield Ln......................  Meriden................  CT..............    06450  Hartford-New-Haven.
11313 US Pkwy........................  Fishers................  IN..............    46038  Indianapolis.
1481 W 10th St.......................  Indianapolis...........  IN..............    46202  Indianapolis.
1600 Albany St.......................  Beech Grove............  IN..............    46107  Indianapolis.
1800 N Meridian St...................  Indianapolis...........  IN..............    46202  Indianapolis.
200 W 103rd St.......................  Indianapolis...........  IN..............    46280  Indianapolis.
250N Shadeland Ave...................  Indianapolis...........  IN..............    46219  Indianapolis.
302 S State Ave......................  Indianapolis...........  IN..............    46201  Indianapolis.
307 Sthwy 37.........................  Indianapolis...........  IN..............    46204  Indianapolis.
3120 N Post Rd.......................  Indianapolis...........  IN..............    46226  Indianapolis.
3210 E 96th St.......................  Carmel.................  IN..............    46240  Indianapolis.
3266 N Meridian St...................  Indianapolis...........  IN..............    46208  Indianapolis.
3308 N Mitthoeffer Rd................  Indianapolis...........  IN..............    46236  Indianapolis.
402 Kentucky Ave.....................  Indianapolis...........  IN..............    46225  Indianapolis.
4550 Victory Ln......................  Indianapolis...........  IN..............    46203  Indianapolis.
46 E Ohio St.........................  Indianapolis...........  IN..............    46204  Indianapolis.
4880 Century Plaza Rd................  Indianapolis...........  IN..............    46254  Indianapolis.
4919 W 78th St.......................  Indianapolis...........  IN..............    46268  Indianapolis.
5000 W 86th St.......................  Indianapolis...........  IN..............    46268  Indianapolis.
5380 W 81St..........................  Indianapolis...........  IN..............    46268  Indianapolis.
5520 W 76th St.......................  Indianapolis...........  IN..............    46204  Indianapolis.
5804 Churchman Byp...................  Beech Grove............  IN..............    46203  Indianapolis.
5940 W Raymond St....................  Indianapolis...........  IN..............    46241  Indianapolis.
6270 Corporate Dr....................  Indianapolis...........  IN..............    46278  Indianapolis.
6612 E 75th St.......................  Indianapolis...........  IN..............    46250  Indianapolis.
6640 Parkdale Pl.....................  Indianapolis...........  IN..............    45254  Indianapolis.
6666 E 75th St.......................  Indianapolis...........  IN..............    46250  Indianapolis.
6810 N Shadeland Ave.................  Indianapolis...........  IN..............    46220  Indianapolis.
6850 Parkdale Pl.....................  Indianapolis...........  IN..............    46254  Indianapolis.
700 W 16th St........................  Indianapolis...........  IN..............    46202  Indianapolis.
7240 Shadeland Station Way...........  Indianapolis...........  IN..............    46256  Indianapolis.
7301 Woodland Dr.....................  Indianapolis...........  IN..............    46278  Indianapolis.
7444 Shadeland Station Way...........  Indianapolis...........  IN..............    46256  Indianapolis.
7445 Company Dr......................  Indianapolis...........  IN..............    46237  Indianapolis.
755 E Main St........................  Greenwood..............  IN..............    46143  Indianapolis.
8101 Clearvista Pkwy.................  Indianapolis...........  IN..............    46256  Indianapolis.
8111 S Emerson Ave...................  Indianapolis...........  ................    46237  Indianapolis.
8320 Allison Point Trl...............  Indianapolis...........  IN..............    46250  Indianapolis.
8450 Northwest Blvd..................  Indianapolis...........  IN..............    46278  Indianapolis.
8555 River Rd........................  Indianapolis...........  IN..............    46240  Indianapolis.
8600 Allisonville Rd.................  Indianapolis...........  IN..............    46250  Indianapolis.
8600 Roberts Dr N....................  Fishers................  IN..............    46038  Indianapolis.
8650 Commerce Park Pl................  Indianapolis...........  IN..............    46268  Indianapolis.
8677 Logo 7 Ct.......................  Indianapolis...........  IN..............    46219  Indianapolis.
8802 N Meridan St....................  Indianapolis...........  IN..............    46260  Indianapolis.
8820 S Meridan St....................  Indianapolis...........  IN..............    46217  Indianapolis.
8868 E 56th St.......................  Indianapolis...........  IN..............    46216  Indianapolis.
8940 Vincennes Cir...................  Indianapolis...........  IN..............    46268  Indianapolis.
9100 Purdue Rd.......................  Indianapolis...........  IN..............    46268  Indianapolis.
941 N Meridan St.....................  Indianapolis...........  IN..............    46204  Indianapolis.
9601 E 21st St.......................  Indianapolis...........  IN..............    46229  Indianapolis.
9650 E Washington St.................  Indianapolis...........  IN..............    46229  Indianapolis.
9660 E Washington St.................  Indianapolis...........  IN..............    46229  Indianapolis.
9704 Beaumont Rd.....................  Ft. Benjamin Harrison..  IN..............    46216  Indianapolis.
1 Royal Way..........................  Kansas City............  MO..............    64129  Kansas City.
1 Ward Pkwy..........................  Kansas City............  MO..............    64112  Kansas City.
1000 Carondelet Dr...................  Kansas City............  MO..............    64114  Kansas City.
1000 Walnut St.......................  Kansas City............  MO..............    64106  Kansas City.
10236 Marion Park Dr.................  Kansas City............  MO..............    64137  Kansas City.
104 W 42nd St........................  Kansas City............  MO..............    64105  Kansas City.
10500 Barkley St.....................  Overland Park..........  KS..............    66212  Kansas City.
10525 N Ambassador Dr................  Kansas City............  MO..............    64153  Kansas City.
10561 Barkley St.....................  Overland Park..........  KS..............    66212  Kansas City.
10910 W 87th St......................  Lenexa.................  KS..............    66214  Kansas City.
10930 N Pomona St....................  Kansas City............  MO..............    64153  Kansas City.
1100 Rockhurst Rd....................  Kansas City............  MO..............    64110  Kansas City.
11020 N Ambassador Dr................  Kansas City............  MO..............    64152  Kansas City.

[[Page 74343]]

 
112 W 9th St.........................  Kansas City............  MO..............    64105  Kansas City.
11221 Roe Ave........................  Leawood................  KS..............    66211  Kansas City.
11401 Lamar..........................  Overland Park..........  KS..............    66211  Kansas City.
11600 College Blvd...................  Overland Park..........  KS..............    66103  Kansas City.
12076 W Santa Fe Dr..................  Lenexa.................  KS..............    66215  Kansas City.
12851 Foster St......................  Overland Park..........  KS..............    66213  Kansas City.
12900 Foster St...