United States v. AT&T Inc. and Dobson Communications Corporation; Proposed Final Judgment and Competitive Impact Statement, 65060-65076 [07-5719]

Agencies

• Antitrust Division
• Department of Justice

[Federal Register Volume 72, Number 222 (Monday, November 19, 2007)]
[Notices]
[Pages 65060-65076]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 07-5719]


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DEPARTMENT OF JUSTICE

Antitrust Division


United States v. AT&T Inc. and Dobson Communications Corporation; 
Proposed Final Judgment and Competitive Impact Statement

    Notice is hereby given pursuant to the Antitrust Procedures and 
Penalties Act, 15 U.S.C. Sec.  16(b)-(h), that a proposed Final 
Judgment, Stipulation, and Competitive Impact Statement have been filed 
with the United States District Court for the District of Columbia in 
United States of America v. AT&T Inc. and Dobson Communications 
Corporation, Civil Action No. 1:07-cv-01952. On October 30, 2001, the 
United States filed a Complaint alleging that the proposed acquisition 
by AT&T Inc. (``AT&T'') of Dobson Communications Corporation 
(``Dobson'') would violate Section 7 of the Clayton Act, 15 U.S.C. 18, 
by substantially lessening competition in the provision of mobile 
wireless telecommunications services in seven (7) markets. The proposed 
Final Judgment, filed at the same time as the Complaint, requires the 
divestiture of: (1) Dobson's mobile wireless telecommunications 
services businesses in certain markets in Kentucky and Oklahoma; (2) 
AT&T's minority interests in entities operating mobile wireless 
telecommunications services businesses in certain markets in Texas and 
Missouri; and (3) all of Dobson's right, title and interest in Cellular 
One Properties, LLC, in order for AT&T to proceed with its $2.8 billion 
aquisition of Dobson. The Competitive Impact Statement filed by the 
United States 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, and Competitive 
Impact Statement are available for inspection at the Department of 
Justice, Antitrust Division, Antitrust Documents Group, 325 7th Street, 
NW., Room 215, Washington, DC 20530 (telephone: 202-514-2481), on the 
Department of Justice's Web site at https://www.usdoj.gov/atr, and at 
the Office of the Clerk of the United States 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 the Department of Justice regulations.
    Public comment is invited within 60 days of the date of this 
notice. Such comments, and responses thereto, will be published in the 
Federal Register and filed with the Court. Comments should be directed 
to Nancy Goodman, Chief, Telecommunications and Media Enforcement 
Section, Antitrust Division, U.S. Department of Justice, 1401 H Street, 
NW., Suite 8000,

[[Page 65061]]

Washington, DC 20530 (telephone: 202-514-5621).

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

In the United States District Court for the District of Columbia

United States of America Department of Justice, Antitrust Division, 
1401 H Street, NW., Suite 8000, Washington, DC 20530, Plaintiff, v. 
AT&T Inc., 175 East Houston, San Antonio, Texas 78205; and Dobson 
Communications Corporation, 14201 Wireless Way, Oklahoma City, Oklahoma 
73134, Defendants.

Civil No. 1:07-CV-01952, Assigned: Rosemary M. Collyer, Filed: October 
30, 2007

Complaint

    The United States of America, acting under the direction of the 
Acting Attorney General of the United States, brings this civil action 
to enjoin the merger of two mobile wireless telecommunications service 
providers, AT&T Inc. (``AT&T'') and Dobson Communications Corporation 
(``Dobson''), and to obtain other relief as appropriate. Plaintiff 
United States alleges as follows:
    1. AT&T entered into an agreement to acquire Dobson, dated June 29, 
2007, under which the two companies would combine their mobile wireless 
telecommunications services businesses (``Transaction Agreement'') and 
AT&T would acquire the Cellular One brand name and associated rights. 
The United States seeks to enjoin this transaction because it likely 
will substantially lessen competition to provide mobile wireless 
telecommunications services in several geographic markets where AT&T 
and Dobson are each other's most significant competitor or where AT&T 
competes against mobile wireless telecommunications services providers 
that sell services under the Cellular One brand name.
    2. AT&T provides mobile wireless telecommunications services in 50 
states and serves in excess of 63 million subscribers. Dobson provides 
mobile wireless telecommunications services in seventeen states and 
serves approximately 1.6 million subscribers. The combination of AT&T 
and Dobson likely will substantially lessen competition for mobile 
wireless telecommunications services in five geographic areas in 
Kentucky, Missouri, Oklahoma and Texas where businesses owned in whole 
or part by AT&T and Dobson currently operate. As a result of the 
proposed acquisition, residents of these mostly rural areas will likely 
face increased prices, diminished quality or quantity of services, and 
less investment in network improvements for these services. 
Additionally, in two relevant geographic areas in Pennsylvania and 
Texas, competition likely will be substantially lessened to the 
detriment of consumers because AT&T will have the incentive and ability 
to limit, or eliminate, a primary competitor's right to use the 
Cellular One brand name effectively.

I. Jurisdiction and Venue

    3. This Complaint is filed by the United States under Section 15 of 
the Clayton Act, 15 U.S.C. 25, to prevent and restrain defendants from 
violating Section 7 of the Clayton Act, as amended, 15 U.S.C. 18.
    4. AT&T and Dobson 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.
    5. The defendants have consented to personal jurisdiction and venue 
in this judicial district.

II. The Defendants and the Transaction

    6. AT&T, with headquarters in San Antonio, Texas, is a corporation 
organized and existing under the laws of the state of Delaware. AT&T is 
the largest communications holding company in the United States and 
worldwide, measured by revenue. AT&T is the largest mobile wireless 
telecommunications services provider in the United States, measured by 
subscribers, provides mobile wireless telecommunications services in 50 
states, and serves in excess of 63 million subscribers. In 2006, AT&T 
earned mobile wireless telecommunications services revenues of 
approximately $37.53 billion.
    7. Dobson, with headquarters in Oklahoma City, Oklahoma, is a 
corporation organized and existing under the laws of the state of 
Oklahoma. Dobson is the ninth largest mobile wireless 
telecommunications services provider in the United States, measured by 
subscribers and provides mobile wireless telecommunications services in 
17 states. It has approximately 1.7 million subscribers. Dobson also 
owns Cellular One Properties, LLC, an Oklahoma limited liability 
company, engaged in the business of licensing the Cellular One brand 
and promoting the Cellular One service mark and certain related 
trademarks, service marks and designs. In 2006, Dobson earned 
approximately $1.3 billion in revenues.
    8. Pursuant to an Agreement and Plan of Merger dated June 29, 2007, 
AT&T will acquire Dobson for approximately $2.8 billion. If this 
transaction is consummated, AT&T and Dobson combined would have 
approximately 65 million subscribers in the United States, with $37.54 
billion in moble wireless telecommunications services revenues.

III. Trade and Commerce

A. Nature of Trade and Commerce

    9. Mobile wireless telecommunications services allow customers to 
make and receive telephone calls and obtain data services using radio 
transmissions without being confined to a small area during the call or 
data session, and without the need for unobstructed line-of-sight to 
the radio tower. Mobility is highly valued by customers, as 
demonstrated by the more than 233 million people in the United States 
who own mobile wireless telephones. In 2006, revenues from the sale of 
mobile wireless telecommunications services in the United States were 
over $125 billion. To meet this desire for mobility, mobile wireless 
telecommunications services providers must deploy extensive networks of 
switches and radio transmitters and receivers and interconnect their 
networks with the networks of wireline carriers and other mobile 
wireless telecommunications services providers.
    10. The first mobile wireless voice systems were based on analog 
technology, now referred to as first-generation or ``1G'' technology. 
These analog systems were launched after the Federal Communications 
Commission (``FCC'') issued the first spectrum licenses for mobile 
wireless telecommunications services. In the early to mid-1980s, the 
FCC issued two cellular licenses (A-block and B-block) in each 
Metropolitan Statistical Area (``MSA'') and Rural Service Area (``RSA 
``) (collectively, ``Cellular Marketing Areas'' or CMAs''), with a 
total of 734 CMAs covering the entire United States. Each license 
consists of 25 MHz of spectrum in the 800 MHz band.
    11. In 1995, the FCC licensed additional spectrum for the provision 
of Personal Communications Services (``PCS''), a category of services 
that includes mobile wireless telecommunications services comparable to 
those offered by cellular licensees. These licenses are in the 1900 MHz 
and are divided into six blocks: A, B, and C, which consist of 30 MHz 
each; and D, E, and F, which consist of 10 MHz each. Geographically, 
the A and B-

[[Page 65062]]

block 30 MHz licenses are issued by Major Trading Areas (``MTAs''). C, 
D, E, and F-block licenses are issued by Basic Trading Areas 
(``BTAs''), several of which comprise each MTA. MTAs and BTAs do not 
generally correspond to MSAs and RSAs.
    12. With the introduction of the PCS licenses, both cellular and 
PCS licensees began offering digital services, thereby increasing 
network capacity, shrinking handsets, and extending battery life. In 
addition, in 1996, one provider, a specialized mobile radio (``SMR'' or 
``dispatch'') spectrum licensee, began to use its SMR spectrum to offer 
mobile wireless telecommunications services comparable to those offered 
by other mobile wireless telecommunications services providers, in 
conjunction with its dispatch, or ``push-to-talk,'' service. Although 
there are a number of providers holding spectrum licenses in each area 
of the country, not all providers have fully built out their networks 
throughout each license area. In particular, because of the 
characteristics of PCS spectrum, providers holding this type of 
spectrum have found it less attractive to build out in rural areas.
    13. Today, more than 98 percent of the total U.S. population lives 
in counties where three or more mobile wireless telecommunications 
services operators offer digital service. Nearly all mobile wireless 
voice service has migrated to second-generation or ``2G'' digital 
technologies, GSM (global standard for mobility, a standard used by all 
carriers in Europe), and CDMA (code division multiple access). Even 
more advanced technologies (``2.5G'' and ``3G''), based on the earlier 
2G technologies, have been deployed for mobile wireless data services.

B. Relevant Product Market

    14. Mobile wireless telecommunications services is a relevant 
product market. Mobile wireless telecommunications services include 
both voice and data services provided over a radio network and allow 
customers to maintain their telephone calls or data sessions without 
wires, such as when traveling. There are no cost-effective alternatives 
to mobile wireless telecommunications services. Because fixed wireless 
services are not mobile, they are not regarded by consumers of mobile 
wireless telecommunications services to be a reasonable substitute for 
those services. It is unlikely that a sufficient number of customers 
would switch away from mobile wireless telecommunications services to 
make a small but significant price increase in those services 
unprofitable. Mobile wireless telecommunications services accordingly 
is a relevant product market under Section 7 of the Clayton Act, 15 
U.S.C. 18.

C. Relevant Geographic Markets

    15. A large majority of customers use mobile wireless 
telecommunications services in close proximity to their workplaces and 
homes. Thus, customers purchasing mobile wireless telecommunications 
services choose among mobile wireless telecommunications services 
providers that offer services where they live, work, and travel on a 
regular basis. The number and identity of mobile wireless 
telecommunications services providers varies among geographic areas, as 
does the quality of services and breadth of geographic coverage offered 
by providers. Mobile wireless telecommunications services providers can 
and do offer different promotions, discounts, calling plan, and 
equipment subsidies in different geographic areas, varying the price 
for customers by geographic area.
    16. The United States comprises numerous local geographic markets 
for mobile wireless telecommunications services. The geographic areas 
in which the FCC has licensed mobile wireless telecommunications 
services providers often represent the core geographic areas in which 
an individual consumer would use mobile wireless telecommunications 
services, those being the areas in which an individual customer 
resides, works and plays. The relevant geographic markets in which this 
transaction will substantially lessen competition in mobile wireless 
telecommunications services are effectively represented, but not 
defined, by FCC spectrum licensing ares.
    17. The relevant geographic markets, under Section 7 of the Clayton 
Act, 15 U.S.C. 18, where the transaction will substantially lessen 
competition for mobile wireless telecommunications services are 
represented by the following FCC spectrum licensing areas: Kentucky 
RSA-6 (CMA 448); Kentucky RSA-8 (CMA 450); Missouri RSA-1 (CMA 504); 
Oklahoma RSA-5 (CMA 600); Pennsylvania RSA-5 (CMA 616); Texas RSA-9 
(CMA 660); and Texas RSA-11 (CMA 662). It is unlikely that a sufficient 
number of customers would switch to mobile wireless telecommunications 
services providers in a different geographic market to make a small but 
significant price increase in the relevant geographic markets 
unprofitable.

D. Anticompetitive Effects

1. Overlap Areas
a. AT&T/Dobson Overlap Markets
    17. Currently, AT&T and Dobson each own a business that offers 
mobile wireless telecommunications services in three relevant 
geographic areas: Kentucky RSA-6 (CMA 448); Kentucky RSA-8 (CMA 450); 
and Oklahoma RSA-5 (CMA 600).
    18. In each of these three relevant geographic areas, either AT&T 
or Dobson has the largest share of subscribers and the other defendant 
is a particularly strong and important competitor: the companies 
controlled by AT&T and Dobson collectively account for between 63 
percent and 97 percent of subscribers in these areas. As measured by 
the Herfindahl-Hirschman Index (``HHI''), which is commonly employed in 
merger analysis and is defined and explained in Appendix A to this 
Complaint, concentration in these markets ranges from over 3100 to more 
than 7900, which is well above the 1800 threshold at which the 
Department considers a market to be highly concentrated. After AT&T's 
proposed acquisition of Dobson is consummated, the HHIs in the relevant 
geographic markets will range from over 5200 to over 9400, with 
increases in the HHI as a result of the merger ranging from over 1400 
to over 2300, significantly beyond the thresholds at which the 
Department considers a transaction likely to cause competitive harm.
b. AT&T Minority Interest Markets
    20. In two relevant geographic areas, Missouri RSA-1 (CMA 504) and 
Texas RSA-9 (CMA 660), Dobson owns a business that offers mobile 
wireless telecommunications services and AT&T has a minority interest 
in a competing business. In Missouri RSA-1, AT&T's minority equity 
interest is in Northwest Missouri Cellular Limited Partnership's 
business and in Texas RSA-9, AT&T's minority equity interest is in Mid-
Tex Cellular, Ltd.
    21. In these two relevant geographic areas, either Dobson or the 
business in which AT&T has a minority interest has the largest share 
and the other defendant is a particularly strong and important 
competitor in all, or a large part, of the RSA. In each area, the 
businesses in which AT&T and Dobson have an interest collectively 
account for in excess of 70 percent of subscribers.
    22. Although the minority equity interest in each situation is 
small, AT&T has significant rights under the relevant partnership 
agreements to control core business decisions, obtain critical

[[Page 65063]]

confidential competitive information, and share in profits at a rate 
significantly greater than the equity ownership share upon a sale of 
the partnership. Post-merger, the merged finn would likely have the 
ability and incentive to coordinate the activities of the wholly-owned 
Dobson wireless business and the business in which it has a minority 
stake, and/or undermine the ability of the latter to compete against 
the former. Such activity would likely result in a significant 
lessening of competition.
c. AT&T/Cellular One Overlap Markets
    23. In two relevant geographic areas, Pennsylvania RSA-5 (CMA 616) 
and Texas RSA-11 (CMA 662), AT&T owns a business that offers mobile 
wireless telecommunications services, and a competing mobile wireless 
telecommunications business operates under the Cellular One brand name 
that AT&T would acquire from Dobson pursuant to the proposed 
transaction.
    24. In these two relevant geographic areas, AT&T has the largest 
share of subscribers and the mobile wireless telecommunications 
business operating under the Cellular One brand name is a particularly 
strong and important competitor. In each area, AT&T and the Cellular 
One licensee collectively account for in excess of 65 percent of 
subscribers.
    25. The Cellular One brand name was first used in 1984. In 1989, 
the Cellular One Group partnership was formed to maintain and promote 
the Cellular One brand, a licensed trade name. In 1995, the partnership 
offered to license the brand to all A block cellular providers. 
Presently, approximately nine mobile wireless telecommunications 
services providers in addition to Dobson license the Cellular One brand 
and offer services to their customers under that brand. Through its 
planned purchase of Dobson, AT&T will acquire the rights to the 
Cellular One trademarks, trade names, service marks, service names, and 
designs for the Cellular One brand name, as well as the agreements to 
license the Cellular One brand to other mobile wireless 
telecommunications services providers.
    26. The providers that continue to license and use the Cellular One 
brand have invested considerable resources in developing and building 
the brand. The Cellular One brand is thus an important input to these 
firms' provision of mobile wireless telecommunications services. If 
their ability to use the brand were to be impaired or eliminated, they 
would suffer considerable costs and effective competition in these 
markets would be harmed.
    27. Because AT&T offers and markets wireless services under its own 
AT&T brand, it has little or no incentive to use or maintain the 
Cellular One brand. In the two relevant geographic areas where a 
Cellular One licensee is a primary competitor to AT&T in the mobile 
wireless telecommunications services market, AT&T would have the 
incentive and ability to impair the effectiveness of the Cellular One 
brand, or even deny a license to the current licensee entirely, since 
by doing so, it could reduce competition by significantly increasing 
costs to a primary competitor at little or no cost to itself.
2. Competitive Impact
    28. In all seven relevant geographic markets, the mobile wireless 
telecommunications businesses wholly or partially owned by AT&T and 
Dobson, and/or the Cellular One licensee, own all or most of thel800 
MHz band cellular spectrum licenses, which are more efficient in 
serving rural areas than 1900 MHz band PCS spectrum. As a result of 
holding the cellular spectrum licenses and being early entrants into 
these markets, the networks wholly or partly owned by AT&T, Dobson, or 
the Cellular One licensee provide greater depth and breadth of coverage 
than their competitors, which are operating on PCS spectrum in these 
relevant geographic markets, and thus are more attractive to consumers. 
A mobile wireless telecommunications services provider with limited 
coverage in a geographic area typically does not aggressively market 
its services in that area because it can service customers only through 
a roaming arrangement with a more built-out competitor under which it 
must pay roaming charges to, and rely on, its competitor to maintain 
the quality of the network. The mobile wireless businesses wholly or 
partly owned by AT&T or Dobson in five of the relevant areas, and by AT 
&T and the Cellular One licensee in the other two relevant areas, 
accordingly, are, for a large set of customers, likely closer 
substitutes for each other than the other mobile wireless 
telecommunications services in these markets provided by firms who own 
only PCS spectrum.
    29. Competition between the businesses wholly or partly owned by 
AT&T and Dobson, or between AT&T and the Cellular One licensee, in the 
relevant geographic markets has resulted in lower prices and higher 
quality in mobile wireless telecommunications services, than would 
otherwise have existed in these geographic markets. In these areas, 
many consumers consider businesses wholly or partly owned by AT&T, 
Dobson, or the Cellular One licensee to be the most attractive 
competitors because other providers' networks lack coverage or provide 
lower-quality service.
    30. If AT&T's proposed acquisition of Dobson is consummated, (a) 
the relevant market for mobile wireless telecommunications services 
will become substantially more concentrated in the three AT&T/Dobson 
overlap geographic markets, and competition between AT &T and Dobson in 
mobile wireless telecommunications services will be eliminated in these 
markets; (b) competition in mobile wireless telecommunications services 
between Dobson and the businesses partly owned by AT&T will be 
substantially curtailed in the two AT&T minority ownership geographic 
markets, and (c) AT&T's acquisition of the rights to the Cellular One 
brand is likely to diminish the Cellular One licensees' ability to 
competitively constrain AT&T in the two AT&T/Cellular One overlap 
geographic markets thereby lessening competition substantially to the 
detriment of consumers. In all seven relevant geographic areas, the 
merged firm will have the incentive and ability to increase prices, 
diminish the quality or quantity of services provided, and refrain ITom 
or delay making investments in network improvements.
3. Entry
    31. Entry by a new mobile wireless telecommunications services 
provider in the relevant geographic markets would be difficult, time-
consuming, and expensive, requiring the acquisition of spectrum 
licenses and the build-out of a network. Although a number of other 
firms own 1900 MHz PCS spectrum in the relevant geographic markets, the 
propagation characteristics of 1900 MHz PCS spectrum are such that 
signals using those frequencies extend to a significantly smaller area 
than 800 MHz cellular signals. The relatively higher cost of building 
out 1900 MHz spectrum, combined with the relatively low population 
density of the areas in question, suggest that competitors with 1900 
MHz spectrum are unlikely to build out their networks to reach the 
entire area served by AT&T and Dobson. Although additional spectrum has 
been and will be made available through FCC auctions, it is unlikely 
that additional mobile wireless telecommunications services based on 
this spectrum will be deployed in the near future in the relevant 
geographic areas. Therefore, new entry in response to a small but 
significant price increase for mobile wireless telecommunications 
services

[[Page 65064]]

by the merged firm in the relevant geographic markets would not be 
timely, likely, or sufficient to thwart the competitive harm resulting 
from AT&T's proposed acquisition of Dobson, if it were to be 
consummated.

IV. Violation Alleged

    32. The effect of AT&T's proposed acquisition of Dobson, if it were 
to be consummated, may be substantially to lessen competition in 
interstate trade and commerce in the relevant geographic markets for 
mobile wireless telecommunications services, in violation of Section 7 
of the Clayton Act, 15 U.S.C. 18.
    33. Unless restrained, the transaction will likely have the 
following effects in mobile wireless telecommunications services in the 
relevant geographic markets, among others:
    a. Actual and potential competition between AT&T and Dobson will be 
eliminated;
    b. Actual and potential competition between Dobson and businesses 
in which AT &T holds a minority interest will be lessened;
    c. Actual and potential competition between AT&T and Cellular One 
brand licensees will be lessened;
    d. Competition in general will be lessened substantially;
    e. Prices are likely to increase;
    f. The quality and quantity of services are likely to decrease; and
    g. Incentives to improve wireless networks will be reduced.

V. Requested Relief

    The United States requests:
    34. That AT&T's proposed acquisition of Dobson be adjudged to 
violate Section 7 of the Clayton Act, 15 U.S.C. 18;
    35. That defendants be permanently enjoined from and restrained 
from carrying out the Agreement and Plan of Merger dated June 29, 2007, 
or from entering into or carrying out any agreement, understanding, or 
plan, the effect of which would be to bring the wireless services 
businesses of AT&T and Dobson under common ownership or control;
    36. That the United States be awarded its costs of this action; and
    37. That the United States have such other relief as the Court may 
deem just and proper.

Dated: October 30, 2007.

Respectfully Submitted,

FOR PLAINTIFF UNITED STATES OF AMERICA:

-- /s/ ------
Thomas O. Barnett,

Assistant Attorney General, Antitrust Division.

-- /s/ ------
Deborah A. Garza,

Deputy Assistant Attorney General, Antitrust Division.

-- /s/ ------
J. Robert Kramer II,

Director of Operations, Antitrust Division.

-- /s/ ------
Nancy Goodman,

Chief, Telecommunications & Media Enforcement Section, Antitrust 
Division.

-- /s/ ------
Laury Bobbish,

Assistant Chief, Telecommunications & Media Enforcement Section, 
Antitrust Division.

-- /s/ ------
Hillary B. Burchuk (DC Bar No. 366755),
Lawrence M. Frankel (DC Bar No. 441532),
Rebekah P. Goodheart (DC Bar No. 472673),

Attorneys, Telecommunications & Media Enforcement Section, Antitrust 
Division, U.S. Department of Justice, City Center Building, 1401 H 
Street, NW., Suite 8000, Washington, DC 20530. Phone: (202) 514-5621 
Facsimile: (202) 514-6381.

Appendix A

Herfindahl-Hirschman Index

    ``HHI'' means the Herfindahl-Hirschman Index, a commonly accepted 
measure of market concentration. It is calculated by squaring the 
market share of each firm competing in the market and then summing the 
resulting numbers. For example, for a market consisting of four firms 
with shares of 30, 30, 20, and 20 percent, the HHI is 2600 (30\2\ + 
30\2\ +20\2\ + 20\2\ = 2600). (Note: Throughout the Complaint, market 
share percentages have been rounded to the nearest whole number, but 
HHIs have been estimated using unrounded percentages in order to 
accurately reflect the concentration of the various markets.) The HHI 
takes into account the relative size distribution of the firms in a 
market and approaches zero when a market consists of a large number of 
small firms. The HHI increases both as the number of firms in the 
market decreases and as the disparity in size between those firms 
increases.
    Markets in which the HHI is between 1000 and 1800 points are 
considered to be moderately concentrated, and those in which the HHI is 
in excess of 1800 points are considered to be highly concentrated. See 
Horizontal Merger Guidelines ] 1.51 (revised Apr. 8, 1997). 
Transactions that increase the HHI by more than 100 points in 
concentrated markets presumptively raise antitrust concerns under the 
guidelines issued by the U.S. Department of Justice and Federal Trade 
Commission. See id.

In the United States District Court for the District of Columbia

United States of America, Plaintiff, v. AT&T Inc. and Dobson 
Communications Corporation, Defendants.

Case No.------
Filed:------

Final Judgment

    Whereas, plaintiff, United States of America, filed its Complaint 
on October 30,2007, United States and defendants, AT&T Inc. (``AT&T'') 
and Dobson Communications Corporation (``Dobson''), 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 defendants to assure 
that competition is not substantially lessened;
    And whereas, the United States 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 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:
    A. ``Acquirer'' or ``Acquirers'' means the entity or entities to 
whom defendants divest the Divestiture Assets.
    B. ``AT&T'' means defendant AT&T Inc., a Delaware corporation with 
its headquarters in San Antonio, Texas, its

[[Page 65065]]

successors and assigns, and its subsidiaries, divisions, groups, 
affiliates, partnerships and joint ventures, and their directors, 
officers, managers, agents, and employees.
    C. ``Cellular One'' means Cellular One Properties, LLC, an Oklahoma 
limited liability company, with its headquarters in Oklahoma City, 
Oklahoma, engaged in the business of licensing the Cellular One brand 
and promoting the Cellular One service mark and certain related 
trademarks, service marks and designs.
    D. ``Cellular One Assets'' means all legal and economic interests 
Dobson holds in Cellular One. Cellular One Assets shall include all 
right, title and interest in trademarks, trade names, service marks, 
service names, designs, and intellectual property, all license 
agreements for use of the Cellular One mark, technical information, 
computer software and related documentation, and all records relating 
to the divestiture assets. If the acquirer of the Cellular One Assets 
is not the acquirer(s) of the Wireless Business Divestiture Assets, 
defendants will grant the acquirer(s) of the Wireless Business 
Divestiture Assets a license to use the Cellular One service marks on 
terms generally available at the time the merger agreement was entered 
and make the transfer of the Cellular One Assets subject to 
continuation of these licenses.
    E. ``CMA'' means cellular market area which is used by the Federal 
Communications Commission (``FCC'') to define cellular license areas 
and which consists of Metropolitan Statistical Areas (``MSAs'') and 
Rural Service Areas (``RSAs'').
    F. ``Divestiture Assets'' means the Wireless Business Divestiture 
Assets, Minority Interests and the Cellular One Assets, including any 
direct or indirect financial ownership or leasehold interests and any 
direct or indirect role in management or participation in control 
therein.
    G. ``Dobson'' means defendant Dobson Communications Corporation, an 
Oklahoma corporation, with its headquarters in Oklahoma City, Oklahoma, 
its successors and assigns, and its subsidiaries, divisions, groups, 
affiliates, partnerships and joint ventures, and their directors, 
officers, managers, agents, and employees.
    H. ``Minority Interests'' means the equity interests and any 
management or control interests owned by AT&T in the following entities 
that are the licensees or operators of the mobile wireless 
telecommunications services businesses in the specified RSAs:
    (1) Mid-Tex Cellular, Ltd., covering Texas RSA-9 (CMA 660); and
    (2) Northwest Missouri Cellular Limited Partnership, covering 
Missouri RSA-1 (CMA 504).
    As an alternative to the divestiture of the Minority Interests as 
required by Section IV of this Final Judgment, upon approval of the 
United States, defendants may withdraw, from the Minority Interest 
partnerships pursuant to the applicable provisions in the governing 
partnership agreement.
    I. ``Multi-line Business Customer'' means a corporate or business 
customer that contracts with Dobson for mobile wireless 
telecommunications services to provide multiple telephones to its 
employees or members whose services are provided pursuant to a contract 
with the corporate or business customer.
    J. ``Transaction'' means the Agreement and Plan of Merger among 
Dobson, AT&T and Alpine Merger Sub, Inc., dated June 29, 2007.
    K. ``Wireless Business Divestiture Assets'' means each mobile 
wireless telecommunications services business to be divested under this 
Final Judgment, including all types of assets, tangible and intangible, 
used by defendants in the operation of the mobile wireless 
telecommunications services businesses to be divested. ``Wireless 
Business Divestiture Assets'' shall be construed broadly to accomplish 
the complete divestiture of the entire business of Dobson in each of 
the following RSA license areas as required by this Final Judgment and 
to ensure that the divested mobile wireless telecommunications services 
businesses remain viable, ongoing businesses:
    (1) Kentucky RSA-6 (CMA 448);
    (2) Kentucky RSA-8 (CMA 450); and
    (3) Oklahoma RSA-5 (CMA 600)

provided that Dobson may retain all of the PCS spectrum it currently 
holds in each of these RSAs and equipment that is used only for 
wireless transmissions over this PCS spectrum.
    The Wireless Business Divestiture Assets shall include, without 
limitation, all types of real and personal property, monies and 
financial instruments, equipment, inventory, office furniture, fixed 
assets and furnishings, supplies and materials, contracts, agreements, 
leases, commitments, spectrum licenses issued by the FCC and all other 
licenses, permits and authorizations, operational support systems, cell 
sites, network infrastructure, switches, customer support and billing 
systems, interfaces with other service providers, business and customer 
records and information, customer contracts, customer lists, credit 
records, accounts, and historic and current business plans which relate 
primarily to the wireless businesses being divested, as well as any 
patents, licenses, sub-licenses, trade secrets, know-how, drawings, 
blueprints, designs, technical and quality specifications and 
protocols, quality assurance and control procedures, manuals and other 
technical information defendant Dobson supplies to its own employees, 
customers, suppliers, agents, or licensees, and trademarks, trade names 
and service marks or other intellectual property, including all 
intellectual property rights under third-party licenses that are 
capable of being transferred to an Acquirer either in their entirety, 
for assets described in (a) below, or through a license obtained 
through or from Dobson, for assets described in (b) below; provided 
that defendants shall only be required to divest Multi-line Business 
Customer contracts if the primary business address for that customer is 
located within any of the three license areas described herein, and 
further, any subscriber who obtains mobile wireless telecommunications 
services through any such contract retained by defendants and who are 
located within the three geographic areas identified above, shall be 
given the option to terminate their relationship with defendants, 
without financial cost, at any time within one year of the closing of 
the Transaction. Defendants shall provide written notice to these 
subscribers within 45 days after the closing of the Transaction of the 
option to terminate.
    The divestiture of the Wireless Business Divestiture Assets shall 
be accomplished by:

    (a) Transferring to the Acquirers the complete ownership and/or 
other rights to the assets (other than those assets used 
substantially in the operations of Dobson's overall wireless 
telecommunications services business which must be retained to 
continue the existing operations of the wireless properties that 
defendants are not required to divest, and that either are not 
capable of being divided between the divested wireless 
telecommunications services businesses and those not divested, or 
are assets that the defendants and the Acquirer(s) agree, subject to 
the approval of the United States, shall not be divided); and
    (b) Granting to the Acquirer(s) an option to obtain a 
nonexclusive, transferable license from defendants for a reasonable 
period, subject to the approval of the United States and at the 
election of an Acquirer, to use any of Dobson's retained assets 
under paragraph (a) above used in operating the mobile wireless 
telecommunications services businesses being divested, so as to 
enable the Acquirer to continue to operate the divested mobile 
wireless telecommunications services businesses without impairment. 
Defendants shall identify in a schedule submitted to the United 
States and filed with the Court as

[[Page 65066]]

expeditiously as possible following the filing of the Complaint, and 
in any event prior to any divestiture and before the approval by the 
Court of this Final Judgment, any and all intellectual property 
rights under third-party licenses that are used by the mobile 
wireless telecommunications services businesses being divested that 
defendants could not transfer to an Acquirer entirely or by license 
without third-party consent, the specific reasons why such consent 
is necessary, and how such consent would be obtained for each asset.

III. Applicability

    A. This Final Judgment applies to defendants AT&T and Dobson, 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. If, prior to complying with Section IV and V of this Final 
Judgment, Defendants sell or otherwise dispose of all or substantially 
all of their assets or of lesser business units that include the 
Divestiture Assets, they shall require the purchaser to be bound by the 
provisions of this Final Judgment. Defendants need not obtain such an 
agreement from the acquirers of the assets divested pursuant to this 
Final Judgment.

IV. Divestitures

    A. Defendants are ordered and directed, within 120 days after 
consummation of the Transaction, or five (5) calendar 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 or Acquirers acceptable to the United States in 
its sole discretion, or, if applicable, to a Divestiture Trustee 
designated pursuant to Section V of this Final Judgment. The United 
States, in its sole discretion, may agree to one or more extensions of 
this time period not to exceed 60 calendar days in total, and shall 
notify the Court in such circumstances. With respect to divestiture of 
the Wireless Business Divestiture Assets by defendants or the 
Divestiture Trustee, if applications have been filed with the FCC 
within the period permitted for divestiture seeking approval to assign 
or transfer licenses to the Acquirer(s) of the Wireless Business 
Divestiture Assets, but an order or other dispositive action by the FCC 
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 Wireless Business Divestiture Assets for which FCC 
approval has not been issued until five (5) days after such approval is 
received. Defendants agree to use their best efforts to accomplish the 
divestitures set forth in this Final Judgment and to seek all necessary 
regulatory approvals as expeditiously as possible. This Final Judgment 
does not limit the FCC's exercise of its regulatory powers and process 
with respect to the Divestiture Assets. Authorization by the FCC 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 shall promptly make known, if they have not 
already done so, 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. Notwithstanding the provisions of this paragraph, 
with the consent of the United States in its sole discretion, the 
defendants may enter into exclusive negotiations to sell the 
divestiture assets and may limit their obligations under this paragraph 
to the provision of information to a single potential buyer for the 
duration of those negotiations.
    C. Defendants shall provide the Acquirers and the United States 
information relating to the personnel involved in the operation, 
development, and sale or license of the Wireless Business Divestiture 
Assets and Cellular One Assets to enable the Acquirer(s) to make offers 
of employment. Defendants will not interfere with any negotiations by 
the Acquirer(s) to employ any defendant employee whose primary 
responsibility is the operation, development, or sale or license of the 
Wireless Business Divestiture Assets or the Cellular One Assets.
    D. Defendants shall permit prospective Acquirers of the Divestiture 
Assets to have reasonable access to personnel and to make inspections 
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, and other documents and information customarily 
provided as part of a due diligence process.
    E. Defendants shall warrant to the Acquirer(s) that (1) the 
Wireless Business Divestiture Assets will be operational on the date of 
sale, (2) every wireless spectrum license is in full force and effect 
on the date of sale, and (3) the Cellular One Assets will be 
unencumbered and not judged invalid or unenforceable by any court or 
similar authority on the date of sale.
    F. Defendants shall not take any action that will impede in any way 
the permitting, licensing, operation, or divestiture of the Divestiture 
Assets.
    G. Defendants shall warrant to the Acquirer(s) of the Divestiture 
Assets that there are no material defects in the environmental, zoning, 
licensing 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, licensing 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 a Divestiture Trustee 
appointed pursuant to Section V, of this Final Judgment, shall include 
the entire Divestiture Assets, and with respect to the Wireless 
Business Divestiture Assets shall be accomplished in such a way as to 
satisfy the United States in its sole discretion that these assets can 
and will be used by the Acquirer(s) as part of a viable, ongoing 
business engaged in the provision of mobile wireless telecommunications 
services. Divestiture of the Divestiture Assets may be made to one or 
more Acquirers, provided that 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 divestiture of the 
Divestiture Assets, 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 sole judgment,
    (a) With respect to the Wireless Business Divestiture Assets, has 
the intent and capability (including the necessary managerial, 
operational, technical, and financial capability) of competing 
effectively in the provision of mobile wireless telecommunications 
services; and
    (b) With respect to the Cellular One Assets, has the intent and 
capability

[[Page 65067]]

 (including the necessary managerial, operational, technical, and 
financial capability) of maintaining and promoting the intellectual 
property, including trademarks and service marks.
    (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(s) and defendants shall give defendants the ability 
unreasonably to raise the Acquirer's costs, to lower the Acquirer's 
efficiency, or otherwise to interfere with the ability of the Acquirer 
to compete effectively.
    I. At the option of the Acquirer(s) of the Wireless Business 
Divestiture Assets, defendants shall enter into a contract for 
transition services customarily provided in connection with the sale of 
a business providing mobile wireless telecommunications services or 
intellectual property licensing sufficient to meet all or part of the 
needs of the Acquirer for a period of up to one year. The terms and 
conditions of any contractual arrangement meant to satisfy this 
provision must be reasonably related to market conditions.
    J. To the extent that the Divestiture Assets use intellectual 
property, as required to be identified by Section II.K, that cannot be 
transferred or assigned without the consent of the licensor or other 
third parties, defendants shall use their best efforts to obtain those 
consents.
    K. Defendants shall not obtain any additional equity interest in 
any Minority Interest entity.

V. Appointment of Divestiture 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 Divestiture Trustee selected 
by the United States and approved by the Court to effect the 
divestiture of the Divestiture Assets. The Divestiture Trustee will 
have all the rights and responsibilities of the Management Trustee 
appointed pursuant to the Preservation of Assets Stipulation and Order, 
and will be responsible for:

    (1) Accomplishing divestiture of all Divestiture Assets 
transferred to the Divestiture Trustee from defendants, in 
accordance with the terms of this Final Judgment, to an Acquirer(s) 
approved by the United States, under Section IV.A of this Final 
Judgment;
    (2) Exercising the responsibilities of the licensee of any 
transferred Wireless Business Divestiture Assets and controlling and 
operating any transferred Wireless Business Divestiture Assets, to 
ensure that the businesses remain ongoing, economically viable 
competitors in the provision of mobile wireless telecommunications 
services in the three license areas specified in Section II.K, until 
they are divested to an Acquirer(s), and the Divestiture Trustee 
shall agree to be bound by this Final Judgment; and
    (3) Exercising the responsibilities of the licensee of any 
transferred Cellular One Assets and controlling and operating any 
transferred Cellular One Assets, to ensure that the business remains 
ongoing and that the obligations of Cellular One under the Cellular 
One license agreements are fulfilled, until they are divested to an 
Acquirer(s), and the Divestiture Trustee shall agree to be bound by 
this Final Judgment.

    B. Defendants shall submit a proposed trust agreement (``Trust 
Agreement'') to the United States, which must be consistent with the 
terms of this Final Judgment and which must receive approval by the 
United States in its sole discretion, who shall communicate to 
defendants within 10 business days its approval or disapproval of the 
proposed Trust Agreement, and which must be executed by the defendants 
and the Divestiture Trustee within five business days after approval by 
the United States.
    C. After obtaining any necessary approvals from the FCC for the 
assignment of the licenses of the Divestiture Assets to the Divestiture 
Trustee, defendants shall irrevocably divest the remaining Divestiture 
Assets to the Divestiture Trustee, who will own such assets (or own the 
stock of the entity owning such assets, if divestiture is to be 
effected by the creation of such an entity for sale to Acquirer(s)) and 
control such assets, subject to the terms of the approved Trust 
Agreement.
    D. After the appointment of a Divestiture Trustee becomes 
effective, only the Divestiture Trustee shall have the right to sell 
the Divestiture Assets. The Divestiture Trustee shall have the power 
and authority to accomplish the divestiture to an Acquirer(s) 
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 
Divestiture 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.G of this Final Judgment, 
the Divestiture Trustee may hire at the cost and expense of defendants 
the Management Trustee appointed pursuant to the Preservation of Assets 
Stipulation and Order and any investment bankers, attorneys or other 
agents, who shall be solely accountable to the Divestiture Trustee, 
reasonably necessary in the Divestiture Trustee's judgment to assist in 
the divestiture.
    E. In addition, notwithstanding any provision to the contrary, the 
United States, in its sole discretion, may require defendants to 
include additional assets, or with the written approval of the United 
States, allow defendants to substitute substantially similar assets, 
which substantially relate to the Divestiture Assets to be divested by 
the Divestiture Trustee to facilitate prompt divestiture to an 
acceptable Acquirer.
    F. Defendants shall not object to a sale by the Divestiture Trustee 
on any ground other than the Divestiture Trustee's malfeasance. Any 
such objections by defendants must be conveyed in writing to the United 
States and the Divestiture Trustee within 10 calendar days after the 
Divestiture Trustee has provided the notice required under Section VI.
    G. The Divestiture Trustee shall serve at the cost and expense of 
defendants, on such terms and conditions as the United States approves, 
and shall account for an monies derived from the sale of the assets 
sold by the Divestiture Trustee and all costs and expenses so incurred. 
After approval by the Court of the Divestiture Trustee's accounting, 
including fees for its services and those of any professionals and 
agents retained by the Divestiture Trustee, an remaining money shall be 
paid to defendants and the trust shall then be terminated. The 
compensation of the Divestiture Trustee and any professionals and 
agents retained by the Divestiture Trustee shall be reasonable in light 
of the value of the Divestiture Assets and based on a fee arrangement 
providing the Divestiture 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.
    H. Defendants shall use their best efforts to assist the 
Divestiture Trustee in accomplishing the required divestitures, 
including their best efforts to effect all necessary regulatory 
approvals. The Divestiture Trustee and any consultants, accountants, 
attorneys, and other persons retained by the Divestiture Trustee shall 
have full and complete access to the personnel, books, records, and 
facilities of the businesses to be divested, and defendants shall 
develop financial and other information relevant to the assets to be 
divested as the Divestiture Trustee may reasonably request, subject to 
reasonable protection for trade secret or other confidential research, 
development, or commercial information. Defendants shall take no

[[Page 65068]]

action to interfere with or to impede the Divestiture Trustee's 
accomplishment of the divestitures.
    I. After its appointment, the Divestiture Trustee shall file 
monthly reports with the United States and the Court setting forth the 
Divestiture Trustee's efforts to accomplish the divestitures ordered 
under this Final Judgment. To the extent such reports contain 
information that the Divestiture 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 Divestiture Trustee shall maintain 
full records of all efforts made to divest the Divestiture Assets.
    J. If the Divestiture Trustee has not accomplished the divestitures 
ordered under the Final Judgment within six months after its 
appointment, the Divestiture Trustee shall promptly file with the Court 
a report setting forth (1) the Divestiture Trustee's efforts to 
accomplish the required divestitures, (2) the reasons, in the 
Divestiture Trustee's judgment, why the required divestitures have not 
been accomplished, and (3) the Divestiture Trustee's recommendations. 
To the extent such reports contain information that the Divestiture 
Trustee deems confidential, such reports shall not be filed in the 
public docket of the Court. The Divestiture Trustee shall at the same 
time furnish such report to the United States, 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 
Divestiture Trustee's appointment by a period requested by the United 
States.
    K. After defendants transfer the Divestiture Assets to the 
Divestiture Trustee, and until those Divestiture Assets have been 
divested to an Acquirer or Acquirers approved by the United States 
pursuant to Sections IV.A and IV.H, the Divestiture Trustee shall have 
sole and complete authority to manage and operate the Divestiture 
Assets and to exercise the responsibilities of the licensee and shall 
not be subject to any control or direction by defendants. Defendants 
shall not use, or retain any economic interest in, the Divestiture 
Assets transferred to the Divestiture Trustee, apart from the right to 
receive the proceeds of the sale or other disposition of the 
Divestiture Assets.
    L. The Divestiture Trustee shall operate the Divestiture Assets 
consistent with the Preservation of Assets Stipulation and Order and 
this Final Judgment, with control over operations, marketing, sales and 
Cellular One licensing. Defendants shall not attempt to influence the 
business decisions of the Divestiture Trustee concerning the operation 
and management of the Divestiture Assets, and shall not communicate 
with the Divestiture Trustee concerning divestiture of the Divestiture 
Assets or take any action to influence, interfere with, or impede the 
Divestiture Trustee's accomplishment of the divestitures required by 
this Final Judgment, except that defendants may communicate with the 
Divestiture Trustee to the extent necessary for defendants to comply 
with this Final Judgment and to provide the Divestiture Trustee, if 
requested to do so, with whatever resources or cooperation may be 
required to complete divestiture of the Divestiture Assets and to carry 
out the requirements of the Preservation of Assets Stipulation and 
Order and this Final Judgment. Except as provided in this Final 
Judgment and the Preservation of Assets Stipulation and Order, in no 
event shall defendants provide to, or receive from, the Divestiture 
Trustee, the mobile wireless telecommunications services businesses, 
Minority Interests or the Cellular One business under the Divestiture 
Trustee's control, any non-public or competitively sensitive marketing, 
sales, pricing or other information relating to their respective mobile 
wireless telecommunications services businesses.

VI. Notice of Proposed Divestitures

    A. Within two (2) business days following execution of a definitive 
divestiture agreement, defendants or the Divestiture Trustee, whichever 
is then responsible for effecting the divestitures required herein, 
shall notify the United States in writing of any proposed divestiture 
required by Section IV or V of this Final Judgment. If the Divestiture 
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(s), any other third party, or the Divestiture 
Trustee, if applicable, additional information concerning the proposed 
divestiture, the proposed Acquirer(s), and any other potential 
Acquirer. Defendants and the Divestiture 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(s), any third party, and the Divestiture Trustee, 
whichever is later, the United States shall provide written notice to 
defendants and the Divestiture 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.F of this Final Judgment. Absent written 
notice that the United States does not object to the proposed 
Acquirer(s) 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.F, 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 divestiture 
made pursuant to Section IV or V of this Final Judgment.

VIII. Preservation of Assets

    Until the divestitures required by this Final Judgment have been 
accomplished, defendants shall take all steps necessary to comply with 
the Preservation of Assets Stipulation and Order entered by this Court 
and cease use of the Divestiture Assets during the period that the 
Divestiture Assets are managed by the Management Trustee. Defendants 
shall take no action that would jeopardize the divestitures 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 divestitures

[[Page 65069]]

have 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) calendar 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 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 
divestitures have been completed.

X. Compliance Inspection

    A. For the purposes of determining or securing compliance with this 
Final Judgment or whether the Final Judgment should be modified or 
vacated, and subject to any legally recognized privilege, authorized 
representatives of the United States Department of Justice (including 
consultants and other persons retained by the United States) shall, 
upon written request of an 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 the United States' option, to require defendants to provide 
hard copy or electronic copies of, all books, ledgers, accounts, 
records, data and documents in the possession, custody, or control 
of defendants, relating to any matters contained in this