United States v. Verizon Communications Inc. and MCI, Inc.; Competitive Impact Statement, Proposed Final Judgment, Complaint, Stipulation, 74350-74366 [05-23815]

Agencies

• Antitrust Division
• Department of Justice

[Federal Register Volume 70, Number 240 (Thursday, December 15, 2005)]
[Notices]
[Pages 74350-74366]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 05-23815]


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DEPARTMENT OF JUSTICE

Antitrust Division


United States v. Verizon Communications Inc. and MCI, Inc.; 
Competitive Impact Statement, Proposed Final Judgment, Complaint, 
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, Stipulation, and Competitive Impact Statement have been filed 
with the U.S. District Court for the District of Columbia in United 
States v. Verizon Communications Inc., Civil Case No. 1:05CV02103 
(HHK). On October 27, 2005, the United States filed a complaint 
alleging that the proposed acquisition of MCI, Inc. (``MCI'') by 
Verizon Communications Inc. (``Verizon'') would violate Section 7 of 
the Clayton Act, 15 U.S.C. Sec.  18, by substantially lessening 
competition in the provision of locally private lines (also called 
``special access'') and other

[[Page 74351]]

telecommunications services that rely on local private lines in eight 
metropolitan areas: Baltimore; Boston; New York; Philadelphia; Tampa; 
Richmond, Virginia; Providence, Rhode Island; and Portland, Maine. The 
proposed Final Judgment requires the defendants to divest assets in 
those eight metropolitan areas in order to proceed with Verizon's $8.54 
billion acquisition of MCI. 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, 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 
20530 (202-514-4281), 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. Verizon Communications Inc., 1095 Avenue of the 
Americas, New York, NY 10036; and MCI, Inc., 22001 Loudoun County 
Parkway, Ashburn, VA 20147, Defendants

    Civil Action No. ------
    CASE NUMBER 1:05CV02103
    JUDGE: Henry H. Kennedy
    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, Verizon Communications, Inc. 
(``Verizon'') and MCI, Inc. (``MCI''), and alleges as follows:
    1. On February 14, 2005, Verizon entered into an agreement to 
acquire MCI. If approved, the transaction would create one of the 
nation's largest providers 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 Verizon's franchised territory to a carrier's 
network or other local destination, and (b) other telecommunications 
services that rely on Local Private Lines.
    2. Verizon and MCI compete in the sale of wireline 
telecommunications services to retail and wholesale customers in the 
United States.
    3. For hundreds of commercial buildings in the metropolitan areas 
of Baltimore-Washington, DC; Boston, Massachusetts; New York, New York; 
Richmond, Virginia; Providence, Rhode Island; Tampa, Florida; 
Philadelphia, Pennsylvania; and Portland, Maine, Verizon and MCI 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. Verizon and MCI 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. Verizon and MCI 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. Verizon is a corporation organized and existing under the laws 
of the State of Delaware, with its headquarters in New York, New York. 
Verizon, formerly Bell Atlantic Corporation (``Bell Atlantic''), is the 
nation's largest regional Bell operating company (``RBOC''). Bell 
Atlantic was one of the seven regional holding companies to result from 
the breakup of AT&T's local telephone business in 1984. In 1996 Bell 
Atlantic acquired another of the seven original holding companies, 
NYNEX Corporation. In 2000 Bell Atlantic acquired GTE Corporation, an 
incumbent local exchange carrier (``ILEC'') that provided local 
exchange and other serivces in 28 states, and formed Verizon. Today, 
Verizon's wireline telecommunications operations serve about 51 million 
total switched access lines, including 32.4 million residential and 
17.8 million business lines, in 29 states plus the District of 
Columbia. In 2004, Verizon earned approximately $38.6 billion in 
revenues from its domestic wireline services, including at least $8.8 
billion in revenue from business customers. Verizon has fiber optic or 
copper connections to virtually all of the commercial buildings in its 
franchised territory.
    8. MCI is a corporation organized and existing under the laws of 
the State of Delaware, with its headquarters in Ashburn, Virginia, MCI 
is one of the nation's largest interexchange carriers (``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. MCI 
serves consumers and businesses across the United States and around the 
globe, and owns significant local network assets within Verizon's 29-
state operating territory including direct fiber optic connections to 
numerous commercial buildings. In 2004, MCI earned approximately $20.7 
billion in revenues, including almost $4 billion from domestic business 
customers.
    9. Pursuant to an Agreement and Plan of Merger dated February 14, 
2005, as amended on March 4, March 29, and May 2, 2005, Verizon agreed 
to acquire MCI for approximately $8.54 billion.

[[Page 74352]]

III. Trade and Commerce

A. Nature of Trade and Commerce
    10. Verizon 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. MCI owns and operates local networks in dozens of metropolitan 
areas in the United States, a substantial number of which are in 
Verizon territory. Like Verizon, MCI also provides local and long 
distance voice and data services to business customers and other 
telecommunications carriers. Significant numbers of MCI's customers 
have locations in Verizon'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). Verizon refers to Local Private Line circuits as ``special 
access,'' and MCI refers to its own such circuits as ``metro private 
lines.''
    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, 
Verizon 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 Verizon-only buildings, competing 
carriers typically must lease the connection from Verizon 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), 
Verizon's CLEC competitors have built or acquired their own last-mile 
fiber-optic connections, separate from Verizon'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. MCI is among the leading CLECs in Verizon's territory in the 
number of buildings it has connected with its own last-mile fiber 
facilities. For hundreds of buildings in Verizon's territory, the only 
two carriers that own or control the direct building connection are MCI 
and Verizon.
    18. In the hundreds of buildings where MCI is the only CLEC with a 
last-mile connection, the merge of MCI and Verizon 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 markets 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. Verizon is the dominant provider of Local Private Lines 
(special access) in its franchised territory with $3.5 billion in 
special access sales in 2004. MCI is one of Verizon's largest 
competitors with $532 million in metro private line sales in 2004, of 
which more than $198 million were in Verizon 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. Verizon and MCI 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 no longer have MCI as a 
competitive alternative to Verizon. Although other competitors might 
resell Local Private Lines from Verizon, those competitors would not be 
as effective a competitive constraint because Verizon 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 MCI as the only competitive alternative 
to Verizon for such services with its own Local Private Line connection 
to hundreds of buildings,

[[Page 74353]]

and (b) depriving other carriers seeking to provide such value-added 
services of the only fully-facilities based wholesale competitive 
alternative to Verizon 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 the buildings where MCI 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 February 14, 
2005, as amended on March 4, March 29, and May 2, 2005 Verizon and MCI 
intend to merge their businesses.
    32. The effect of the proposed acquisition of MCI by Verizon 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. 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 Verizon's proposed acquisition of MCI 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 February 14, 2005, 
as amended on March 4, March 29, and May 2, 2005 or from entering into 
or carrying out any agreement, understanding, or plan by which Verizon 
would merge with or acquire MCI, 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,

For Plaintiff United States:

Thomas O. Barnett,
Acting Assistant Attorney General.

J. Bruce McDonald,
Deputy Assistant Attorney General.

J. Robert Kramer 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. Verizon Communications Inc. and 
MCI, Inc., Defendants

    Civil Action No. 1:05CV02103 (HHK)

Final Judgment

    Whereas, plaintiff, United States of America, filed its Complaint 
on October 27, 2005, plaintiff and defendants, Verizon Communications 
Inc. (``Verizon'') and MCI, Inc. (``MCI''), 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 any 
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 the 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;
    New Therefore, before any testimony is taken, without trial or 
adjudication of any issue of fact or law, and upon cosnet of the 
parties, it is 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:

[[Page 74354]]

    A. ``Verizon'' means defendant Verizon Communications Inc., a 
Delaware corporation with its headquarters in New York, New York, its 
successors and assigns, and its subsidiaries, divisions, groups, 
affiliates, partnerships and joint ventures, and their directors, 
officers, managers, agents, and employees.
    B. ``MCI'' means defendants MCI, Inc., a Delaware corporation with 
its headquarters in Ashburn, Virginia, its successors and assigns, and 
its subsidiaries, divisions, groups, affiliates, partnership 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 asets 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. With the approval of 
the United States, in its sole discretion, and at the Acquirer's 
option, the Divestiture Assets may be modified to exlude assets and 
rights that are not necessary to meet the competitive 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 a 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 
MCI'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 Verizon or MCI, as mutually agreed by 
defendants and Acquirer.

III. Applicability

    A. This Final Judgment applies to Verizon and MCI, as defined 
above, and all other person in active concern 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 provisions of this Final Judgment, provided 
however, that defendants need not obtain such an agreement from the 
Acquirers.

IV. Divestitures

    A. Defendants are ordered and directed, within 120 calendar days 
after the closing of Verizon's acquisition of MCI, 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 Verizon's acquisition of MCI, 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 
odes 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 particularly 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 operational 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.

[[Page 74355]]

    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 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 
States's role judgment, has the intent and capability (including the 
necessary managerial, operational, 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 
the Acquirer (or Acquirers) and defendants gives defendants the ability 
unreasonably to raise the Acquirer's cost, to lower the Acquirer's 
efficiency, or otherwise to interfere in the ability of the Acquirer to 
complete effectively.
    I. To the extent leases, contracts, agreements, intellectual 
property rights, licenses or other commitments with third-parties are 
not assignable or transferable 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 
trustee 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, 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

[[Page 74356]]

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 proposed 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 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 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 fact 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 (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 action 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,

[[Page 74357]]

``Subject to claim of protection under Rule 26(c)(7) of the Federal 
Rules of Civil Procedure,'' then the United States shall given 
defendants ten (10) calendar days notice prior to divulging such 
material in any legal proceeding (other than 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
----------------------------------------------------------------------------------------------------------------
City Hall Plz.......................  Boston.................  MA..............    02201  Boston-Worcester.
10 Tara Blvd........................  Nashua.................  NH..............    03062  Boston-Worcester.
100 Nagog Park......................  Acton..................  MA..............    01720  Boston-Worcester.
1000 Technology Park Dr.............  Billerica..............  MA..............    01821  Boston-Worcester.
109 State St........................  Boston.................  MA..............    02109  Boston-Worcester.
Hunting Ave.........................  Boston.................  MA..............    02116  Boston-Worcester.
110 Spit Brook Rd...................  Nashua.................  NH..............    03062  Boston-Worcester.
12 Hartwell Ave.....................  Lexington..............  MA..............    02421  Boston-Worcester.
12 New England Executive Park.......  Burlington.............  MA..............    01803  Boston-Worcester.
125 Cambridgepark Dr................  Cambridge..............  MA..............    02140  Boston-Worcester.
125 Middlesex Tpke..................  Bedford................  MA..............    01730  Boston-Worcester.
1255 Boylston St....................  Boston.................  MA..............    02215  Boston-Worcester.
1295 Boylston St....................  Boston.................  MA..............    02215  Boston-Worcester.
132 Brookline Ave...................  Boston.................  MA..............    02215  Boston-Worcester.
135 Santilli Hwy....................  Everett................  MA..............    02149  Boston-Worcester.
141 Ledge St........................  Nashua.................  NH..............    03060  Boston-Worcester.
1550 Soldiers Field Rd..............  Boston.................  MA..............    02135  Boston-Worcester.
161 Devonshire St...................  Boston.................  MA..............    02110  Boston-Worcester.
165 Dascomb Rd......................  Andover................  MA..............    01810  Boston-Worcester.
175 Great Rd........................  Bedford................  MA..............    01730  Boston-Worcester.
180 Hartwell Rd.....................  Bedford................  MA..............    01730  Boston-Worcester.
2 Charlesgate W.....................  Boston.................  MA..............    02215  Boston-Worcester.
2 Fenway Plz........................  Boston.................  MA..............    02215  Boston-Worcester.
2 Heritage Dr.......................  Quincy.................  MA..............    02171  Boston-Worcester.
211 Congress........................  Boston.................  MA..............    02110  Boston-Worcester.
220 Bear Hill Rd....................  Waltham................  MA..............    02451  Boston-Worcester.
235 Wyman St........................  Waltham................  MA..............    02451  Boston-Worcester.
25 Linnell Cir......................  Billerica..............  MA..............    01821  Boston-Worcester.
25 Mall Rd..........................  Burlington.............  MA..............    01803  Boston-Worcester.
262 Washington St...................  Boston.................  MA..............    02108  Boston-Worcester.
275 Wyman St........................  Waltham................  MA..............    02451  Boston-Worcester.
28 Crosby Dr........................  Bedford................  MA..............    01730  Boston-Worcester.
29 Randolph Rd......................  Bedford................  MA..............    01731  Boston-Worcester.
3 Clock Tower Pl....................  Maynard................  MA..............    01754  Boston-Worcester.
30 Hamilton Rd......................  Lexington..............  MA..............    02420  Boston-Worcester.
300 Longwood Ave....................  Boston.................  MA..............    02115  Boston-Worcester.
31 Nagog Park.......................  Acton..................  MA..............    01720  Boston-Worcester.
33 Arch St..........................  Boston.................  MA..............    02110  Boston-Worcester.
330 Brookline Ave...................  Boston.................  MA..............    02215  Boston-Worcester.
35 Dunham Rd........................  Billerica..............  MA..............    01821  Boston-Worcester.
35 Northeastern Blvd................  Nashua.................  NH..............    03062  Boston-Worcester.
4 Crosby Dr.........................  Bedford................  MA..............    01730  Boston-Worcester.
40 Old Bolton.......................  Stow...................  MA..............    01775  Boston-Worcester.
4040 Mystic Valley Pkwy.............  Medford................  MA..............    02155  Boston-Worcester.
419 Boylston........................  Boston.................  MA..............    02116  Boston-Worcester.
420 Bedford St......................  Lexington..............  MA..............    02420  Boston-Worcester.
426 Washington St...................  Boston.................  MA..............    02108  Boston-Worcester.
44 Binney St........................  Boston.................  MA..............    02115  Boston-Worcester.
465 Hunting Ave.....................  Boston.................  MA..............    02115  Boston-Worcester.
5 Clock Tower Pl....................  Maynard................  MA..............    01754  Boston-Worcester.
55 North Rd.........................  Bedford................  MA..............    01730  Boston-Worcester.
550 King St.........................  Littleton..............  MA..............    01460  Boston-Worcester.

[[Page 74358]]

 
561 Virginia Rd.....................  Concord................  MA..............    01742  Boston-Worcester.
565 Memorial Dr.....................  Cambridge..............  MA..............    02139  Boston-Worcester.
60 1st Ave..........................  Waltham................  MA..............    02451  Boston-Worcester.
600 Technology Park Dr..............  Billerica..............  MA..............    01821  Boston-Worcester.
61 Hancock St.......................  Quincy.................  MA..............    02171  Boston-Worcester.
63 3rd Ave..........................  Burlington.............  MA..............    01803  Boston-Worcester.
65 Boston Post Rd W.................  Marlborough............  MA..............    01752  Boston-Worcester.
650 Elm St..........................  Manchester.............  NH..............    03101  Boston-Worcester.
67 S Bedford St.....................  Burlington.............  MA..............    01803  Boston-Worcester.
7 Shattuck Rd.......................  Andover................  MA..............    01810  Boston-Worcester.
7 Van De Graaff Dr..................  Burlington.............  MA..............    01803  Boston-Worcester.
700 Boylston St.....................  Boston.................  MA..............    02116  Boston-Worcester.
745 Boylston St.....................  Boston.................  MA..............    02116  Boston-Worcester.
77 S Bedford St.....................  Burlington.............  MA..............    01803  Boston-Worcester.
8 Commerce Dr.......................  Bedford................  NH..............    03110  Boston-Worcester.
8 Cotton Rd.........................  Nashua.................  NH..............    03063  Boston-Worcester.
80 Central St.......................  Boxborough.............  MA..............    01719  Boston-Worcester.
81 Grenier St.......................  Bedford................  MA..............    01731  Boston-Worcester.
90 Central..........................  Boxborough.............  MA..............    01719  Boston-Worcester.
900 Technology Park Dr..............  Billerica..............  MA..............    01821  Boston-Worcester.
91 Hartwell Ave.....................  Lexington..............  MA..............    02421  Boston-Worcester.
1 International Blvd................  Mahwah.................  NJ..............    07495  New York.
1 Malcolm Ave.......................  Teterboro..............  NJ..............    07608  New York.
1 Rockwood Rd.......................  Sleepy Hollow..........  NY..............    10591  New York.
1 Sharp Plz.........................  Mahwah.................  NJ..............    07430  New York.
10 Union Sq E.......................  New York...............  NY..............    10003  New York.
100 Route 206 North.................  Peapack................  NJ..............    07977  New York.
100 Wood Ave S......................  Iselin.................  NJ..............    08830  New York.
1000 Harbor Blvd....................  Weehawken..............  NJ..............    07086  New York.
106 Corporate Park Dr...............  White Plains...........  NY..............    10604  New York.
1101 Westchester Ave................  White Plains...........  NY..............    10604  New York.
1111 Westchester Ave................  White Plains...........  NY..............    10604  New York.
112 Mulberry St.....................  Newark.................  NJ..............    07102  New York.
1212 Avenue of the Americas.........  New York...............  NY..............    10036  New York.
125 Kingsland Ave...................  Clifton................  NJ..............    07014  New York.
1441 Chestnut Ave...................  Hillside...............  NJ..............    07205  New York.
15 Columbus Cir.....................  New York...............  NY..............    10019  New York.
1639 State Rt 10....................  Parsippany.............  NJ..............    07054  New York.
173 Belmont Dr......................  Somerset...............  NJ..............    08873  New York.
180 Water St........................  New York...............  NY..............    10038  New York.
1865 Broadway.......................  New York...............  NY..............    10023  New York.
199 Chambers St.....................  New York...............  NY..............    10007  New York.
2 Campus Dr.........................  Parsippany.............  NJ..............    07054  New York.
200 Metroplex Dr....................  Edison.................  NJ..............    08817  New York.
221 W 26th St.......................  New York...............  NY..............    10001  New York.
226 E 54th St.......................  New York...............  NY..............    10022  New York.
226 Westchester Ave.................  White Plains...........  NY..............    10604  New York.
230 US Highway 206..................  Flanders...............  NJ..............    07836  New York.
242 W 36th St.......................  New York...............  NY..............    10018  New York.
25 W 39th St........................  New York...............  NY..............    10018  New York.
253 Broadway........................  New York...............  NY..............    10007  New York.
27 Randolph St......................  Carteret...............  NJ..............    07008  New York.
27 W 23rd St........................  New York...............  NY..............    10010  New York.
286 Eldridge Rd.....................  Fairfield..............  NJ..............    07004  New York.
2975 Westchester Ave................  Purchase...............  NY..............    10577  New York.
30 Dunnigan Dr......................  Suffern................  NY..............    10901  New York.
30 Freneau Ave......................  Matawan................  NJ..............    07747  New York.
346 Broadway........................  New York...............  NY..............    10013  New York.
346 Madison Ave.....................  New York...............  NY..............    10017  New York.
360 Park Ave S......................  New York...............  NY..............    10010  New York.
380 Route 59........................  Airmont................  NY..............    10901  New York.
4 Manhattanville Rd.................  Purchase...............  NY..............    10577  New York.
460 W 54th St.......................  New York...............  NY..............    10019  New York.
465 Endo Blvd.......................  Garden City............  NY..............    11530  New York.
485 US Highway 1....................  Edison.................  NJ..............    08817  New York.
501 Franklin Ave....................  Garden City............  NY..............    11530  New York.
511 Benedict Ave....................  Tarrytown..............  NY..............    10591  New York.
55 Carter Dr........................  Edison.................  NJ..............    08817  New York.
580 White Plains Rd.................  Tarrytown..............  NY..............    10591  New York.
63 Madison Ave......................  New York...............  NY..............    10016  New York.
7 Amherst Pl........................  White Plains...........  NY..............    10601  New York.
7 Campus Dr.........................  Parsippany.............  NJ..............    07054  New York.

[[Page 74359]]

 
70 W Red Oak Ln.....................  West Harrison..........  NY..............    10604  New York.
707 Broad St........................  Newark.................  NJ..............    07102  New York.
75 Virginia Rd......................  White Plains...........  NY..............    10603  New York.
80 Grasslands Rd....................  Elmsford...............  NY..............    10523  New York.
800 Westchester Ave.................  Rye Brook..............  NY..............    10573  New York.
845 N Broadway......................  White Plains...........  NY..............    10603  New York.
875 Merrick Ave.....................  Westbury...............  NY..............    11590  New York.
Davis Ave...........................  White Plains...........  NY..............    10601  New York.
100 S Broad St......................  Philadelphia...........  PA..............    19110  Philadelphia.
1100 N Market St....................  Wilmington.............  DE..............    19801  Philadelphia.
1400 Liberty Ridge Dr...............  Chesterbrook...........  PA..............    19087  Philadelphia.
2 Walnut Grove Dr...................  Horsham................  PA..............    19044  Philadelphia.
301 W 11th St.......................  Wilmington.............  DE..............    19801  Philadelphia.
400 Chesterfield Pkwy...............  Malvern................  PA..............    19355  Philadelphia.
400 Market St.......................  Philadelphia...........  PA..............    19106  Philadelphia.
460 E Swedesford Rd.................  Wayne..................  PA..............    19087  Philadelphia.
620 Lee Rd..........................  Chesterbrook...........  PA..............    19087  Philadelphia.
735 Chesterbrook Blvd...............  Chesterbrook...........  PA..............    19087  Philadelphia.
750 East Swedesford Road............  Valley Forge...........  PA..............    19482  Philadelphia.
900 W Valley Rd.....................  Wayne..................  PA..............    19087  Philadelphia.
1 Mcalister Farm Rd.................  Portland...............  ME..............    04103  Portland.
10 Free St..........................  Portland...............  ME..............    04101  Portland.
111 Wescott Rd......................  South Portland.........  ME..............    04106  Portland.
121 Free St.........................  Portland...............  ME..............    04101  Portland.
137 Kennebec St.....................  Portland...............  ME..............    04101  Portland.
144 State St........................  Portland...............  ME..............    04101  Portland.
145 Newbury St......................  Portland...............  ME..............    04101  Portland.
148 Middle St.......................  Portland...............  ME..............    04101  Portland.
162 Canco Rd........................  Portland...............  ME..............    04103  Portland.
164 Middle St.......................  Portland...............  ME..............    04101  Portland.
2 Ledgeview Dr......................  Westbrook..............  ME..............    04092  Portland.
20 Milk St..........................  Portland...............  ME..............    04101  Portland.
25 Bradley Dr.......................  Westbrook..............  ME..............    04092  Portland.
25 Preble St........................  Portland...............  ME..............    04101  Portland.
261 Commercial St...................  Portland...............  ME..............    04101  Portland.
3 Canal Plz.........................  Portland...............  ME..............    04101  Portland.
33 Sewall St........................  Portland...............  ME..............    04102  Portland.
4 Westbrook Cmn.....................  Westbrook..............  ME..............    04092  Portland.
400 Congress St.....................  Portland...............  ME..............    04101  Portland.
400 Southborough Dr.................  South Portland.........  ME..............    04106  Portland.
45 Bradley Dr.......................  Westbrook..............  ME..............    04092  Portland.
500 Southborough Dr.................  South Portland.........  ME..............    04106  Portland.
51 Nonesuch Cove Rd.................  Scarborough............  ME..............    04074  Portland.
510 Congress St.....................  Portland...............  ME..............    04101  Portland.
565 Congress St.....................  Portland...............  ME..............    04101  Portland.
636 Riverside St....................  Portland...............  ME..............    04103  Portland.
65 Bradle