United States v. Verizon Communications Inc.; Proposed Final Judgment and Competitive Impact Statement, 66922-66938 [E8-26564]

Agencies

• Antitrust Division
• Department of Justice

[Federal Register Volume 73, Number 219 (Wednesday, November 12, 2008)]
[Notices]
[Pages 66922-66938]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-26564]



[[Page 66922]]

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DEPARTMENT OF JUSTICE

Antitrust Division


United States v. Verizon Communications Inc.; Proposed Final 
Judgment and Competitive Impact Statement

    Notice is hereby given pursuant to the Antitrust Procedures and 
Penalties Act, 15 U.S.C. 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. Verizon Communications Inc., Civil Action No. 08-
cv-1878 (EGS). On October 30, 2008, the United States filed a Complaint 
alleging that the proposed acquisition by Verizon Communications Inc. 
of the wireless telecommunications services businesses of Alltel 
Corporation 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 94 cellular market areas (``CMAs''). The 
proposed Final Judgment, filed the same time as the Complaint, requires 
the divestiture of mobile wireless telecommunications services 
businesses for CMAs in the states of Alabama, Arizona, California, 
Colorado, Georgia, Idaho, Illinois, Iowa, Kansas, Minnesota, Montana, 
Nebraska, Nevada, New Mexico, North Carolina, North Dakota, Ohio, South 
Carolina, South Dakota, Utah, Virginia, and Wyoming.
    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, 1st Floor, 
Liberty Square Building, 450 5th Street, Washington, DC 20530 (202-514-
2481), on the Department of Justice's Web site (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 
is 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, Washington, DC 20530 (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;

    State of Alabama, Attorney General, 500 Dexter Avenue, Montgomery, 
Alabama 36130;
    State of California, California Office of the Attorney General, 300 
So. Spring Street, Suite 1702, Los Angeles, California 90013;
    State of Iowa, Iowa Department of Justice, Hoover Office Building-
Second Floor, 1305 East Walnut Street, Des Moines, Iowa 50319;
    State of Kansas, Kansas Office of the Attorney General, Consumer 
Protection/Antitrust, 120 SW 10th Avenue, 2nd Floor, Topeka, Kansas 
66212;
    State of Minnesota, Minnesota Attorney General's Office, 445 
Minnesota Street, Suite 1200, St. Paul, Minnesota 55101;
    State of North Dakota, Antitrust Division, Office of Attorney 
General, 4205 State Street, P.O. Box 1054, Bismarck, North Dakota 
58502-1054;
    and
    State of South Dakota, Office of the Attorney General, 1302 E. 
Highway 14, Suite I, Pierre, South Dakota 57501-8501m
    Plaintiffs,
    v.
    Verizon Communications Inc., 140 West Street, New York, New York 
10007;
    and
    Alltel Corporation, One Allied Drive, Little Rock, Arkansas 72202, 
Defendants.

Civil No. Case: 1:08-cv-01878. Assigned To: Sullivan, Emmet G. Assign. 
Date: 10/30/2008. Description: Antitrust.

Complaint

    The United States of America, acting under the direction of the 
Attorney General of the United States, the State of Alabama, by its 
Attorney General Troy King, the State of California, by its Attorney 
General Edmund G. Brown Jr., the State of Iowa, by its Attorney General 
Thomas J. Miller, the State of Kansas, by its Attorney General Steve 
Six, the State of Minnesota, by its Attorney General Lori Swanson, the 
State of North Dakota, by its Attorney General Wayne Stenehjem, and the 
State of South Dakota, by its Attorney General Lawrence E. Long, bring 
this civil action to enjoin the merger of two mobile wireless 
telecommunications services providers, Verizon Communications Inc. 
(``Verizon'') and Alltel Corporation (``Alltel''), and to obtain other 
relief as appropriate. Plaintiffs allege as follows:
    1. Verizon entered into an agreement to acquire Alltel, dated June 
5, 2008, under which the two companies would combine their mobile 
wireless telecommunications services businesses (``Transaction 
Agreement''). Plaintiffs seek to enjoin this transaction because it 
likely will substantially lessen competition to provide mobile wireless 
telecommunications services in 94 geographic markets where Verizon and 
Alltel are among the most significant competitors.
    2. Verizon's mobile wireless telecommunications services network 
covers 263 million people in 49 states and serves in excess of 70 
million subscribers. Alltel provides mobile wireless telecommunications 
services in 35 states and serves approximately 13 million subscribers. 
The combination of Verizon and Alltel likely will substantially lessen 
competition for mobile wireless telecommunications services throughout 
North and South Dakota, and geographic areas in Alabama, Arizona, 
California, Colorado, Georgia, Idaho, Illinois, Iowa, Kansas, 
Minnesota, Montana, Nebraska, Nevada, New Mexico, North Carolina, Ohio, 
South Carolina, Utah, Virginia and Wyoming, where both Verizon and 
Alltel currently operate. As a result of the proposed acquisition, 
residents of these areas will likely face increased prices, diminished 
quality or quantity of services, and less investment in network 
improvements for these services.

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. 
Plaintiffs Alabama, California, Iowa, Kansas, Minnesota, North Dakota, 
South Dakota by and through their respective Attorneys General, bring 
this action in their respective sovereign capacity and as parens 
patriae on behalf of the citizens, general welfare, and economy of 
their respective States under Section 16 of the Clayton Act, 15 U.S.C. 
26, to prevent defendants from violating Section 7 of the Clayton Act, 
15 U.S.C. 18.
    4. Verizon and Alltel are engaged in interstate commerce and in 
activities substantially affecting interstate commerce. The Court has 
jurisdiction over this action pursuant to Sections 15

[[Page 66923]]

and 16 of the Clayton Act, 15 U.S.C. 25 and 26, and 28 U.S.C. 1331 and 
1337.
    5. The defendants have consented to personal jurisdiction and venue 
in this judicial district.

II. The Defendants and the Transaction

    6. Verizon, with headquarters in New York, is a corporation 
organized and existing under the laws of the State of Delaware. Verizon 
is one of the world's largest providers of communications services. 
Verizon is the second largest mobile wireless telecommunications 
services provider in the United States as measured by subscribers, 
provides mobile wireless telecommunications services in 49 states, and 
serves in excess of 70 million subscribers. In 2007, Verizon earned 
mobile wireless telecommunications services revenues of approximately 
$43 billion.
    7. Alltel, a subsidiary of Atlantis Holdings LLC, is a corporation 
organized and existing under the laws of the State of Delaware, with 
headquarters in Little Rock, Arkansas. Alltel is the fifth largest 
mobile wireless telecommunications services provider in the United 
States as measured by subscribers, and provides mobile wireless 
telecommunications services in 13 states. Alltel has approximately 13 
million subscribers and in 2007, it earned approximately $8.8 billion 
in revenues.
    8. Pursuant to the Transaction Agreement, Verizon will acquire 
Alltel for approximately $28 billion. If this transaction is 
consummated, Verizon and Alltel combined would have approximately 83 
million subscribers in the United States, with over $51 billion in 
mobile 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 262 million people in the United States 
who own mobile wireless telephones. In 2007, revenues from the sale of 
mobile wireless telecommunications services in the United States were 
over $138 billion. To meet this desire for mobility, mobile wireless 
telecommunications services providers must deploy extensive networks of 
switches, radio transmitters, and receivers and interconnect their 
networks with the networks of wireline carriers and other mobile 
wireless telecommunications services providers.
    10. 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 Market 
Areas'' or ``CMAs''), for a total of 734 CMAs covering the entire 
United States. Each license consists of 25 MHz of spectrum in the 800 
MHz band. The first mobile wireless voice systems using this cellular 
spectrum were based on analog technology, now referred to as first-
generation or ``IG'' technology.
    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 
band and are divided into six blocks: A, B, and C, which consist of 30 
MHz each; and D, F, and F, which consist of 10 MHz each. 
Geographically, the A- and B-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 the size of handsets, and extending handset 
battery life, in addition, in 1996, a specialized mobile radio (``SMR'' 
or ``dispatch'') spectrum licensee began using 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 generally have found it less attractive to build out in rural 
areas.
    13. Today, more than 95 percent of the total U.S. population lives 
in counties where three or more mobile wireless telecommunications 
services operators offer service. Nearly all mobile wireless voice 
services have migrated to the second-generation, or ``2G'' digital 
technologies, using 3SM (global standard for mobility) or 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 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. The United States comprises numerous local geographic markets 
for mobile wireless telecommunications services. 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 geographic 
areas in which the FCC has licensed mobile wireless telecommunications 
services providers often represent the core of the business and social 
sphere within which customers have the same competitive choices for 
mobile wireless telephone services. 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. Some mobile wireless telecommunications 
services providers can and do offer different promotions, discounts, 
calling plans, and equipment subsidies in different geographic areas, 
varying the price for customers by geographic area.

[[Page 66924]]

    16. The relevant geographic markets, under Section 7 of the Clayton 
Act, 15 U.S.C. 18, where the transaction would substantially lessen 
competition for mobile wireless telecommunications services are 
effectively represented by the 94 FCC spectrum licensing areas 
specified in Appendix A. It is unlikely that a sufficient number of 
customers would switch to mobile wireless telecommunications services 
providers who do not offer services in these geographic areas to make a 
small but significant price increase in the relevant geographic markets 
unprofitable.

D. Anticompetitive Effects

1. Mobile Wireless Telecommunications Services
    17. In each of the cellular license areas described in Appendix A, 
Verizon and Alltel are significant providers of mobile wireless 
telecommunications services (based on subscribers), and together their 
combined share in each area ranges from over 55% to 100%. In addition, 
each is the other's closest competitor for a significant set of 
customers.
    18. The relevant geographic markets for mobile wireless services 
are highly concentrated. As measured by the Herfindahl-Hirschman Index 
(``HHI''), which is commonly employed in merger analysis and is defined 
and explained in Appendix B to this Complaint, concentration in these 
geographic areas ranges from over 2100 to more than 9100, which is well 
above the 1800 threshold at which plaintiffs consider a market to be 
highly concentrated. After Verizon's proposed acquisition of Alltel is 
consummated, the HHIs in the relevant geographic areas will range from 
over 4000 to 10,000, with increases in the HHI as a result of the 
merger ranging from over 300 to over 4900, significantly beyond the 
thresholds at which plaintiffs consider a transaction likely to cause 
competitive harm.
    19. Competition between Verizon and Alltel in the relevant 
geographic markets has resulted in lower prices and higher quality in 
mobile wireless telecommunications services than otherwise would have 
existed in these geographic markets. In these areas, consumers consider 
Verizon and Alltel to be particularly attractive competitors because 
other providers' networks often lack coverage or provide lower-quality 
service, in all but two of these CMAs, Verizon and Alltel each hold 
cellular spectrum licenses. If Verizon's proposed acquisition of Alltel 
is consummated, competition between Verizon and Alltel in mobile 
wireless telecommunications services will be eliminated in these 
markets and the relevant markets for mobile wireless telecommunications 
services will become substantially more concentrated. As a result, the 
loss of competition between Verizon and Alltel increases the merged 
firm's incentive and ability in the relevant geographic markets to 
increase prices, diminish the quality or quantity of services provided, 
and refrain from or delay making investments in network improvements.
2. Entry
    20. Entry by a new mobile wireless services provider in the 
relevant geographic markets would be difficult, time-consuming, and 
expensive, requiring spectrum licenses and the build out of a network. 
Therefore, any entry in response to a small but significant price 
increase for mobile wireless telecommunications services by the merged 
firm in the relevant geographic markets would not be timely, likely, or 
sufficient to thwart the competitive harm resulting from Verizon's 
proposed acquisition of Alltel, if it were consummated.

IV. Violation Alleged

    21. The effect of Verizon's proposed acquisition of Alltel, 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.
    22. 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 Verizon and Alltel will 
be eliminated;
    b. Competition in general will be lessened substantially;
    c. Prices are likely to increase;
    d. The quality and quantity of services are likely to decrease; and
    e. Incentives to improve wireless networks will be reduced.

V. Requested Relief

    The plaintiffs request:
    23. That Verizon's proposed acquisition of Alltel be adjudged to 
violate Section 7 of the Clayton Act, 15 U.S.C. 18;
    24. That defendants be permanently enjoined from and restrained 
from carrying out the Agreement and Plan of Merger dated June 5, 2008, 
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 Verizon and Alltel under common ownership or control;
    25. That plaintiffs be awarded their costs of this action; and
    26. That plaintiffs have such other relief as the Court may deem 
just and proper.

Dated: October 30, 2008
Respectfully Submitted,
FOR PLAINTIFF UNITED STATES OF AMERICA:

Thomas O. Barnett
Assistant Attorney General
Antitrust Division

Nancy Goodman
Chief, Telecommunications & Media
Enforcement Section
Antitrust Division

Deborah A. Garza
Deputy Assistant Attorney General
Antitrust Division

Laury Bobbish
Assistant Chief, Telecommunications & Media Enforcement Section
Antitrust Division

J. Robert Kramer II
Deputy Director of Operations
Antitrust Division
Hillary B. Burchuk (DC Bar No. 366755)
Lauren Fishbein (DC Bar No. 451889)
Lawrence M. Frankel (DC Bar No. 441532)
Peter Gray
Jared A. Hughes
Justin Hurwitz
Lorenzo McRae (DC Bar No. 473660)

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

FOR PLAINTIFF STATE OF ALABAMA

STATE OF ALABAMA

TROY KING
Attorney General
State of Alabama
500 Dexter Avenue
Montgomery, Alabama 36130
(334) 242-7300
(334) 242-2433

FOR PLAINTIFF STATE OF CALIFORNIA:
EDMUND O. BROWN JR.,
Attorney General of the State of California

KATHLEEN FOOTE,
Sr. Assistant Attorney General

BARBARA M. MOTZ,
Supervising Deputy Attorney General

PAULA LAUREN GIBSON,
State Bar No. 100780
Deputy Attorney General
California Office of the Attorney General
300 So. Spring Street, Suite 1702
Los Angeles, CA 90013
Telephone: (213) 897-0014
Facsimile: (213) 897-2801

FOR PLAINTIFF STATE OF IOWA:

STATE OF IOWA
THOMAS J. MILLER

[[Page 66925]]

Attorney General

LAYNE M. LINDEBAK
Assistant Attorney General
Special Litigation Division
Iowa Department of Justice
Hoover Office Building--Second Floor
1305 East Walnut Street
Des Moines, Iowa 50319
Phone: (515) 281-7054
Facsimile: (515) 281-4902

FOR PLAINTIFF STATE OF KANSAS:

STEVE SIX

Attorney General of Kansas

LYNETTE R. BAKKER
Assistant Attorney General
Kansas Office of the Attorney General
Consumer Protection/Antitrust
120 SW 10th Avenue, 2nd Floor
Topeka, KS 66212
Phone: (785) 368-8451
Facsimile: (785) 291-3699

FOR PLAINTIFF STATE OF MINNESOTA:

LORI SWANSON
Attorney General
State of Minnesota

KRISTEN M. OLSEN
Assistant Attorney General
Atty. Reg. No. 30489X
445 Minnesota Street, Suite 1200
St. Paul, Minnesota 55101-2130
Phone: (651) 296-2921
Facsimile: (651) 282-5437

FOR PLAINTIFF STATE OF NORTH DAKOTA:

WAYNE STENEHJEM
Attorney General

Parrell D. Grossman
Assistant Attorney General
ND Bar ID No. 04684
Director, Consumer Protection & Antitrust Div.
Office of Attorney General
4205 State Street
PO Box 1054
Bismarck, ND 58502-1054
Phone: (701) 328-5570
Facsimile: (701) 328-5568

FOR PLAINTIFF STATE OF SOUTH DAKOTA

LAWRENCE E. LONG
Attorney General
State of South Dakota

JEFFREY P. HAHEM
Assistant Attorney General
State of South Dakota
1302 E. Highway 14, Suite I
Pierre, SD 57501-8501
Phone: (605) 773-3215
Facsimile: (605) 773-4106

Appendix A

    (1) Lima OH MSA (CMA 158);
    (2) Hickory NC MSA (CMA 166);
    (3) Fargo-Moorhead ND-MN MSA (CMA 221);
    (4) Mansfield OH MSA (CMA 231);
    (5) Dothan AL MSA (CMA 246);
    (6) Sioux City IA-NE MSA (CMA 253);
    (7) Albany GA MSA (CMA 261);
    (8) Danville VA MSA (CMA 262);
    (9) Sioux Falls SD MSA (CMA 267);
    (10) Billings MT MSA (CMA 268);
    (11) Grand Forks ND-MN MSA (CMA 276);
    (12) Rapid City SD MSA (CMA 289);
    (13) Great Falls MT MSA (CMA 297);
    (14) Bismarck ND MSA (CMA 298);
    (15) Casper WY MSA (CMA 299);
    (16) AL RSA 7 (CMA 313);
    (17) AZ RSA 5 (CMA 322);
    (18) CA RSA 6 (CMA 341);
    (19) CO RSA 4 (CMA 351);
    (20) CO RSA 5 (CMA 352);
    (21) CO RSA 6 (CMA 353);
    (22) CO RSA 7 (CMA 354);
    (23) CO RSA 8 (CMA 355);
    (24) CO RSA 9 (CMA 356);
    (25) GA RSA 6 (CMA 376);
    (26) GA RSA 7 (CMA 377);
    (27) GA RSA 8 (CMA 378);
    (28) GA RSA 9 (CMA 379);
    (29) GA RSA 10 (CMA 380);
    (30) GA RSA 12 (CMA 382);
    (31) GA RSA 13 (CMA 383);
    (32) ID RSA 2 (CMA 389);
    (33) ID RSA 3 (CMA 390);
    (34) IL RSA 8 (CMA 401);
    (35) IL RSA 9 (CMA 402);
    (36) IA RSA 8 (CMA 419);
    (37) KS RSA 1 (CMA 428);
    (38) KS RSA 2 (CMA 429);
    (39) KS RSA 6 (CMA 433);
    (40) KS RSA 7 (CMA 434);
    (41) KS RSA 11 (CMA 438);
    (42) KS RSA 12 (CMA 439);
    (43) KS RSA 13 (CMA 440);
    (44) MN RSA 1 (CMA 482);
    (45) MN RSA 2 (CMA 483);
    (46) MN RSA 7 (CMA 488);
    (47) MT RSA 1 (CMA 523);
    (48) MT RSA 2 (CMA 524);
    (49) MT RSA 4 (CMA 526);
    (50) MT RSA 5 (CMA 527);
    (51) MT RSA 6 (CMA 528);
    (52) MT RSA 7 (CMA 529);
    (53) MT RSA 8 (CMA 530);
    (54) MT RSA 9 (CMA 531);
    (55) MT RSA 10 (CMA 532);
    (56) NE RSA 5 (CMA 537);
    (57) NV RSA 2 (CMA 544);
    (58) NV RSA 5 (CMA 547);
    (59) NM RSA 1 (CMA 553);
    (60) NM RSA 5 (CMA 557);
    (61) NM RSA 6 (CMA 558);
    (62) NC RSA 2 (CMA 566);
    (63) NC RSA 5 (CMA 569);
    (64) NT RSA 1 (CMA 580);
    (65) ND RSA 2 (CMA 581);
    (66) ND RSA 3 (CMA 582);
    (67) ND RSA 4 (CMA 583);
    (68) ND RSA 5 (CMA 584);
    (69) OH RSA 2 (CMA 586);
    (70) OH RSA 5 (CMA 589);
    (71) OH RSA 6 (CMA 590);
    (72) SC RSA 1 (CMA 625);
    (73) SC RSA 2 (CMA 626);
    (74) SC RSA 3 (CMA 627);
    (75) SC RSA 7 (CMA 631);
    (76) SD RSA 1 (CMA 634);
    (77) SD RSA 2 (CMA 635);
    (78) SD RSA 3 (CMA 636);
    (79) SD RSA 4 (CMA 637);
    (80) SD RSA 5 (CMA 638);
    (81) SD RSA 6 (CMA 639);
    (82) SD RSA 7 (CMA 640);
    (83) SD RSA 8 (CMA 641);
    (84) SD RSA 9 (CMA 642);
    (85) UT RSA 3 (CMA 675);
    (86) UT RSA 4 (CMA 676);
    (87) UT RSA 5 (CMA 677);
    (88) UT RSA 6 (CMA 678);
    (89) VA RSA 1 (CMA 681);
    (90) VA RSA 8 (CMA 688);
    (91) WY RSA 1 (CMA 718);
    (92) WY RSA 2 (CMA 719);
    (93) WY RSA 4 (CMA 721);
    (94) WY RSA 5 (CMA 722).

Appendix B

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, State of Alabama, State of California, State of 
Iowa, State of Kansas, State of Minnesota, State of North Dakota, and 
State of South Dakota:

Plaintiffs,


[[Page 66926]]


v.

Verizon Communications Inc., and Alltel Corporation,

Defendants.

Civil No.: 08 1878.

Final Judgment

    Whereas, plaintiffs, United States of America, State of Alabama, 
State of California, State of Iowa, State of Kansas, State of 
Minnesota, State of North Dakota, and State of South Dakota, filed 
their Complaint on October, 2008, plaintiffs and defendants, Verizon 
Communications Inc. (``Verizon'') and Alltel Corporation (``Alltel''), 
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, plaintiffs require defendants to make certain 
divestitures for the purpose of remedying the loss of competition 
alleged in the Complaint;
    And whereas, defendants have represented to plaintiffs 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. ``Alltel'' means Alltel Corporation, a subsidiary of Atlantis 
Holdings LLC, a corporation organized and existing under the laws of 
the State of Delaware, with headquarters in Little Rock, Arkansas, its 
successors and assigns, and its subsidiaries, divisions, groups, 
affiliates, partnerships and joint ventures, and their directors, 
officers, managers, agents, and employees.
    C. ``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'').
    D. ``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. To ensure that 
the divested mobile wireless telecommunications services businesses 
remain viable, ongoing businesses, the term ``Divestiture Assets'' 
shall be construed broadly to accomplish the complete divestiture, as 
required by this Final Judgment, of the entire business of
    (1) Alltel in each of the following CMA license areas:
    (a) Lima OH MSA (CMA 158);
    (b) Hickory NC MSA (CMA 166);
    (c) Fargo-Moorhead ND-MN MSA (CMA 221);
    (d) Mansfield OH MSA (CMA 231);
    (e) Dothan AL MSA (CMA 246);
    (f) Sioux City IA-NE MSA (CMA 253);
    (g) Albany GA MSA (CMA 261);
    (h) Danville VA MSA (CMA 262);
    (i) Sioux Falls SD MSA (CMA 267);
    (j) Billings MT MSA (CMA 268);
    (k) Grand Forks ND-MN MSA (CMA 276);
    (l) Rapid City SD MSA (CMA 289);
    (m) Great Falls MT MSA (CMA 297);
    (n) Bismarck ND MSA (CMA 298);
    (o) Casper WY MSA (CMA 299);
    (p) AL RSA 7 (CMA 313);
    (q) AZ RSA 5 (CMA 322);
    (r) CA RSA 6 (CMA 341);
    (s) CO RSA 4 (CMA 351);
    (t) CO RSA 5 (CMA 352);
    (u) CO RSA 6 (CMA 353);
    (v) CO RSA 7 (CMA 354);
    (w) CO RSA 8 (CMA 355);
    (x) CO RSA 9 (CMA 356);
    (y) GA RSA 6 (CMA 376);
    (z) GA RSA 7 (CMA 377);
    (aa) GA RSA 8 (CMA 378);
    (bb) GA RSA 9 (CMA 379);
    (cc) GA RSA 10 (CMA 380);
    (dd) GA RSA 12 (CMA 382);
    (ee) GA RSA 13 (CMA 383);
    (ff) ID RSA 2 (CMA 389);
    (gg) ID RSA 3 (CMA 390);
    (hh) IL RSA 8 (CMA 401);
    (ii) IL RSA 9 (CMA 402);
    (jj) IA RSA 8 (CMA 419);
    (kk) MN RSA 1 (CMA 482);
    (ll) MN RSA 2 (CMA 483);
    (mm) MT RSA 1 (CMA 523);
    (nn) MT RSA 2 (CMA 524);
    (oo) MT RSA 4 (CMA 526);
    (pp) MT RSA 5 (CMA 527);
    (qq) MT RSA 6 (CMA 528);
    (rr) MT RSA 7 (CMA 529);
    (ss) MT RSA 8 (CMA 530);
    (tt) MT RSA 9 (CMA 531);
    (uu) MT RSA 10 (CMA 532);
    (vv) NV RSA 2 (CMA 544);
    (ww) NV RSA 5 (CMA 547);
    (xx) NM RSA 1 (CMA 553);
    (yy) NM RSA 5 (CMA 557);
    (zz) NM RSA 6 (CMA 558);
    (aaa) NC RSA 2 (CMA 566);
    (bbb) NC RSA 5 (CMA 569);
    (ccc) ND RSA 1 (CMA 580);
    (ddd) ND RSA 2 (CMA 581);
    (eee) ND RSA 3 (CMA 582);
    (fff) ND RSA 4 (CMA 583);
    (ggg) ND RSA 5 (CMA 584);
    (hhh) OH RSA 2 (CMA 586);
    (iii) OH RSA 5 (CMA 589);
    (jjj) OH RSA 6 (CMA 590);
    (kkk) SC RSA 1 (CMA 625);
    (lll) SC RSA 2 (CMA 626);
    (mmm) SC RSA 3 (CMA 627);
    (nnn) SC RSA 7 (CMA 631);
    (ooo) SD RSA 1 (CMA 634);
    (ppp) SD RSA 2 (CMA 635);
    (qqq) SD RSA 3 (CMA 636);
    (rrr) SD RSA 4 (CMA 637);
    (sss) SD RSA 5 (CMA 638);
    (ttt) SD RSA 6 (CMA 639);
    (uuu) SD RSA 7 (CMA 640);
    (vvv) SD RSA 8 (CMA 641);
    (www) SD RSA 9 (CMA 642);
    (xxx) UT RSA 3 (CMA 675);
    (yyy) UT RSA 4 (CMA 676);
    (zzz) UT RSA 5 (CMA 677);
    (aaaa) UT RSA 6 (CMA 678);
    (bbbb) VA RSA 1 (CMA 681);
    (cccc) VA RSA 8 (CMA 688);
    (dddd) WY RSA 1 (CMA 718);
    (eeee) WY RSA 2 (CMA 719);
    (ffff) WY RSA 4 (CMA 721);
    (gggg) WY RSA 5 (CMA 722).
    (2) Verizon, that was acquired from Rural Cellular Corporation in 
August 2008, in each of the following CMA license areas:
    (a) KS RSA 1 (CMA 428);
    (b) KS RSA 2 (CMA 429);
    (c) KS RSA 6 (CMA 433);
    (d) KS RSA 7 (CMA 434);
    (e) KS RSA 11 (CMA 438);
    (f) KS RSA 12 (CMA 439);
    (g) KS RSA 13 (CMA 440); and
    (3) Verizon (but not including any assets acquired from Rural 
Cellular Corporation) in each of the following CMA license areas:
    (a) MN RSA 7 (CMA 488); and
    (b) NE RSA 5 (CMA 537).
    The Divestiture Assets shall include, without limitation, all types 
of real and personal property, monies and financial instruments, 
equipment, inventory,

[[Page 66927]]

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 that relate primarily to the wireless businesses being 
divested, as well as any patents, licenses, sublicenses, trade secrets, 
know-how, drawings, blueprints, designs, technical and quality 
specifications and protocols, quality assurance and control procedures, 
manuals and other technical information defendants supply to their 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 the Acquirer(s) either in their 
entirety, for assets described in (a) below, or through a license 
obtained through or from defendants, 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 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 license 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 Divestiture Assets shall be accomplished by:
    (a) transferring to the Acquirer(s) the complete ownership and/or 
other rights to the assets (other than those assets used substantially 
in the operations of defendants' overall wireless telecommunications 
services business that 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 plaintiff 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 plaintiff United States, and at the election of the 
Acquirer(s), to use any of defendants' retained assets under paragraph 
(a) above used in operating the mobile wireless telecommunications 
services businesses being divested, so as to enable the Acquirer(s) to 
continue to operate the divested mobile wireless telecommunications 
services businesses without impairment. Defendants shall identify in a 
schedule submitted to plaintiff United States and filed with the Court 
as 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 the Acquirer(s) 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.
    E. ``Multi-line Business Customer'' means a corporate or business 
customer that contracts with a divesting defendant 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.
    F. ``Transaction'' means the Agreement and Plan of Merger among 
Ceilco Partnership, Airtouch Cellular, Abraham Merger Corporation, 
Alltel Corporation and Atlantis Holdings LLC, dated June 5, 2008.
    G. ``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.

III. Applicability

    A. This Final Judgment applies to defendants Verizon and Alltel, 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 acquirer(s) 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 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 plaintiff United 
States in its sole discretion, upon consultation with the relevant 
plaintiff State, or, if applicable, to a Divestiture Trustee designated 
pursuant to Section V of this Final Judgment. Plaintiff United States, 
in its sole discretion, upon consultation with the relevant plaintiff 
State, 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 Divestiture Assets by 
defendants or the Divestiture Trustee, if applications have been filed 
or are on file with the FCC within the period permitted for divestiture 
seeking approval to assign or transfer licenses to the Acquirer(s) of 
the 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 Divestiture Assets for which FCC 
approval has not been issued until five 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

[[Page 66928]]

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 plaintiffs at the same time that such information is 
made available to any other person.
    C. Defendants shall provide the Acquirer(s) and plaintiffs 
information relating to the personnel involved in the operation, 
development, and sale or license of the Divestiture 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 Divestiture 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 
Divestiture Assets will be operational on the date of sale, and (2) 
every wireless spectrum license is in full force and effect 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 plaintiff United States, in its sole discretion upon 
consultation with the relevant plaintiff State, 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 shall be accomplished in 
such a way as to satisfy plaintiff 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. 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 plaintiff 
United States's sole judgment, upon consultation with the relevant 
plaintiff State, 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
    (2) shall be accomplished so as to satisfy plaintiff United States 
in its sole discretion, upon consultation with the relevant plaintiff 
State, 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. The Divestiture Assets listed in each numbered subsection below 
shall be divested together to a single Acquirer, provided that it is 
demonstrated to the sole satisfaction of plaintiff United States, upon 
consultation with the relevant plaintiff State, that the Divestiture 
Assets will remain viable and the divestiture of such assets will 
remedy the competitive harm alleged in the Complaint:
    (1) Alabama
    (a) Dothan MSA (CMA 246);
    (b) ALRSA7 (CMA 313);

    (2) Colorado
    (a) CO RSA 4 (CMA 351);
    (b) CO RSA 5 (CMA 352);
    (c) CO RSA 6 (CMA 353);
    (d) CO RSA 7 (CMA 354);
    (e) CO RSA 8 (CMA 355);
    (f) CO RSA 9 (CMA 356);

    (3) Georgia
    (a) Albany MSA (CMA 261);
    (b) GA RSA 6 (CMA 376);
    (c) GA RSA 7 (CMA 377);
    (d) GA RSA 8 (CMA 378);
    (e) GA RSA 9 (CMA 379);
    (f) GA RSA 10 (CMA 380);
    (g) GA RSA 12 (CMA 382);
    (h) GA RSA 13 (CMA 383);

    (4) Idaho
    (a) ID RSA2 (CMA 389);
    (b) ID RSA 3 (CMA 390);

    (5) Illinois
    (a) IL RSA 8 (CMA 401);
    (b) IL RSA 9 (CMA 402);

    (6) Iowa/Nebraska
    (a) Sioux City MSA (CMA 253);
    (b) IA RSA 8 (CMA 419);
    (c) NE RSA 5 (CMA 537);

    (7) Kansas
    (a) KS RSA 1 (CMA 428);
    (b) KS RSA 2 (CMA 429);
    (c) KS RSA 6 (CMA 433);
    (d) KS RSA 7 (CMA 434);
    (e) KS RSA 11 (CMA 438);
    (f) KS RSA 12 (CMA 439);
    (g) KS RSA 13 (CMA 440);

    (8) Southern Minnesota
    (a) MN RSA 7 (CMA 488);

    (9) Montana
    (a) Billings MSA (CMA 268);
    (b) Great Falls MSA (CMA 297);
    (c) MT RSA 1 (CMA 523);
    (d) MT RSA 2 (CMA 524);
    (e) MT RSA 4 (CMA 526);
    (f) MT RSA 5 (CMA 527);
    (g) MT RSA 6 (CMA 528);
    (h) MT RSA 7 (CMA 529);
    (i) MT RSA 8 (CMA 530);
    (j) MT RSA 9 (CMA 531);
    (k) MT RSA 10 (CMA 532);

    (10) Nevada
    (a) NV RSA 2 (CMA 544);
    (b) NV RSA 5 (CMA 547);

    (11) New Mexico
    (a) NM RSA 5 (CMA 557);
    (b) NM RSA 6 (CMA 558);

    (12) North Carolina
    (a) Hickory MSA (CMA 166);
    (b) NC RSA 2 (CMA 566);
    (c) NC RSA 5 (CMA 569);

    (13) North Dakota/Northern Minnesota
    (a) Fargo-Moorhead ND-MN MSA (CMA 221);
    (b) Grand Forks ND-MN MSA (CMA 276);
    (c) Bismarck MSA (CMA 298);
    (d) MN RSA 1 (CMA 482);
    (e) MN RSA 2 (CMA 483);
    (f) ND RSA 1 (CMA 580);
    (g) ND RSA 2 (CMA 581);
    (h) ND RSA 3 (CMA 582);
    (i) ND RSA 4 (CMA 583);
    (j) ND RSA 5 (CMA 584);

    (14) Ohio
    (a) Lima MSA (CMA 158);
    (b) Mansfield MSA (CMA 231);
    (c) OH RSA 2 (CMA 586);
    (d) OH RSA 5 (CMA 589);
    (e) OH RSA 6 (CMA 590);

    (15) South Carolina
    (a) SC RSA 1 (CMA 625);
    (b) SC RSA 2 (CMA 626);
    (c) SC RSA 3 (CMA 627);
    (d) SC RSA 7 (CMA 631);

    (16) South Dakota
    (a) Sioux Falls MSA (CMA 267);
    (b) Rapid City MSA (CMA 289);
    (c) SD RSA 1 (CMA 634);
    (d) SD RSA 2 (CMA 635);
    (e) SD RSA 3 (CMA 636);

[[Page 66929]]

    (f) SD RSA 4 (CMA 637);
    (g) SD RSA 5 (CMA 638);
    (h) SD RSA 6 (CMA 639);
    (i) SD RSA 7 (CMA 640);
    (j) SD RSA 8 (CMA 641);
    (k) SD RSA 9 (CMA 642);

    (17) Utah
    (a) UT RSA 3 (CMA 675);
    (b) UT RSA 4 (CMA 676);
    (c) UT RSA 5 (CMA 677);
    (d) UT RSA 6 (CMA 678);

    (18) Wyoming
    (a) Casper MSA (CMA 299);
    (b) WY RSA 1 (CMA 718);
    (c) WY RSA 2 (CMA 7I9);
    (d) WY RSA 4 (CMA 721);
    (e) WY RSA 5 (CMA 722);

provided however: (i) The Divestiture Assets in Minnesota RSA 7 must be 
divested to the same acquirer as the wireless business assets in 
Minnesota RSA 7 (CMA 488), Minnesota RSA 8 (CMA 489), Minnesota RSA 9 
(CMA 490) and Minnesota RSA 10 (CMA 491), recently purchased by 
defendant Verizon from Rural Cellular Corporation, that must be 
divested pursuant to the proposed Modified Final Judgment in United 
Slates et al. v. ALLTEL Corp. et al., Civ. No. 06-363 1 (RHKJAJB) (D. 
MN filed Sept. 7, 2006); (ii) the Divestiture Assets in New Mexico RSAs 
5 and 6 must be divested to the same acquirer as the wireless business 
assets in the Las Cruces NM MSA (CMA 285), currently owned by defendant 
Alltel, that must be divested pursuant to the proposed Modified Final 
Judgment in United States v. Bell Atlantic Corp. et al, Civ. No. 1 :99C 
Vol 119 (EGS) (D.D.C. filed May 7, 1999); (iii) the Divestiture Assets 
in the Lima and Mansfield OH MSAs and OH RSAs 2, 5 and 6 must be 
divested to the same acquirer as the wireless business assets in the OH 
RSA 3 (CMA 587), currently owned by defendant Alltel, that must be 
divested pursuant to the proposed Modified Final Judgment in United 
States v. Bell Atlantic Corp. et al., Civ. No. 1:99C Vol 119 (EGS) 
(D.D.C. May 7, 1999); and (iv) the Divestiture Assets in SC RSAs 1, 2, 
3 and 7 must be divested to the same acquirer as the wireless business 
assets in the Anderson SC MSA (CMA 227), currently owned by defendant 
Alltel, that must be divested pursuant to the proposed Modified Final 
Judgment in United States v. Bell Atlantic Corp. et al., Civ. No. I 
:99CV01 119 (EGS) (D.D.C. May 7, 1999). In addition to the foregoing, 
nothing in this section shall be construed as limiting the ability of 
an Acquirer to purchase the assets in more than one numbered 
subsection, and defendants shall be required to consider bids from 
potential acquirers that are contingent on the acquisition of all of 
the assets in more than one of the numbered subsections. The assets in 
each CMA license area listed in Subsection II.D of this Final Judgment 
but not listed in any of the above subsections (Danville VA MSA (CMA 
262); AZ RSA 5 (CMA 322); CA RSA 6 (CMA 341); NM RSA 1 (CMA 553); VA 
RSA 1 (CMA 681); and VA RSA 8 (CMA 688)) can be sold to a single 
Acquirer or acquired together with other Divestiture Assets. With the 
written approval of plaintiff United States, in its sole discretion, 
upon consultation with the relevant plaintiff State, defendants or the 
Divestiture Trustee may sell, to a single acquirer, fewer than all of 
the assets contained in the numbered subsections above, to facilitate 
prompt divestiture to an acceptable Acquirer(s).
    J. At the option of the Acquirer(s) of the 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(s) for a period of up to one year, provided that defendants 
shall only be required to license the Verizon brand to the acquirer(s) 
of the Divestiture Assets in the CMAs listed in Section ILD.3 for a 
period of nine (9) months. The terms and conditions of any contractual 
arrangement meant to satisl3 this provision must be reasonably related 
to market conditions.
    K. To the extent that the Divestiture Assets use intellectual 
property, as required to be identified by Section HD, 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.

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 
plaintiff United States, and the relevant plaintiff State of that fact 
in writing, specifically identifying the Divestiture Assets that have 
not been divested. Upon application of plaintiff United States, upon 
consultation with the relevant plaintiff State, the Court shall appoint 
a Divestiture Trustee selected by plaintiff 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 who may be 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 plaintiff 
United States, in its sole discretion upon consultation with the 
relevant plaintiff State, under Section IV.A of this Final Judgment; 
and
    (2) Exercising the responsibilities of the licensee of any 
transferred Divestiture Assets and controlling and operating any 
transferred Divestiture Assets, to ensure that the businesses remain 
ongoing, economically viable competitors in the provision of mobile 
wireless telecommunications services in the license areas specified in 
Section II.D, 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 plaintiff United States, which must be consistent with 
the terms of this Final Judgment and which must receive approval by 
plaintiff United States in its sole discretion, upon consultation with 
the relevant plaintiff State, 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 
plaintiff 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) 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 plaintiff United States, in its sole judgment, upon 
consultation with the relevant plaintiff State, 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

[[Page 66930]]

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, 
plaintiff United States, in its sole discretion, upon consultation with 
the relevant plaintiff State, may (1) require defendants to include 
additional assets, and (2) with the written approval of plaintiff 
United States, allow defendants to substitute substantially similar 
assets, which substantially relate to the Divestiture Assets to be 
divested by the Divestiture Trustee.
    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 plaintiff 
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 plaintiff United States 
approves, and shall account for all 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, all 
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 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 plaintiff United States, and the relevant 
plaintiff 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 (1) investiture 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 plaintiff United States, and the relevant 
plaintiff 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 plaintiff United States, upon 
consultation with the relevant plaintiff 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 plaintiff United 
States pursuant to Sections IV.A and IVU, 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, and 
sales. 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 or the 
mobile wireless telecommunications services businesses 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 the later of two (2) business days following (i) the 
execution of a definitive divestiture agreement, or (ii) the filing of 
the Complaint in this action, defendants or the Divestiture Trustee, 
whichever is then responsible for effecting the divestitures required 
herein, shall notify plaintiff United States, and the relevant 
plaintiff State,

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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 fill details of the same.
    B. Within fifteen (15) calendar days of receipt of notice by 
plaintiff United States and the relevant plaintiff State, plaintiff 
United States and any plaintiff State receiving such notice, may 
request from defendants, the proposed Acquirer, any other third party, 
or the Divestiture Trustee, if applicable, additional information 
concerning the proposed divestiture, the proposed Acquirer, 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 plaintiff United States and the 
relevant plaintiff State have been provided the additional information 
requested from defendants, the proposed Acquirer, any third party, and 
the Divestiture Trustee, whichever is later, plaintiff United Slates, 
upon consultation with the relevant plaintiff State, 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 
plaintiff United States provides written notice that it does not 
object, the divestiture may be consummated, subject only to defendants' 
limited right