UNITED STATES OF AMERICA, STATE OF CONNECTICUT, and STATE OF TEXAS,                       Plaintiffs,                   v. CINGULAR WIRELESS CORPORATION,    SBC COMMUNICATIONS INC., BELLSOUTH CORPORATION and AT&T WIRELESS SERVICES, INC.,                   Defendants.

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Civil No.: 1:04CV01850 (RBW) Filed: March 10, 2005

CERTIFICATE OF COMPLIANCE WITH PROVISIONS
OF THE ANTITRUST PROCEDURES AND PENALTIES ACT

Plaintiff United States of America, by the undersigned attorney, hereby certifies that, in compliance with the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16(b)-(h), the following procedures have been followed in preparation for the entry of a final judgment herein:

1. Plaintiffs and defendants stipulated to the entry of the proposed Final Judgment on October 25, 2004, and this Stipulation was filed with the Court on October 25, 2004;

2. The proposed Final Judgment was filed with the Court on October 25, 2004; subsequently, a corrected proposed Final Judgment was filed on November 3, 2004;⁽¹⁾

3. The Competitive Impact Statement was filed with the Court on October 29, 2005;

4. The Stipulation, proposed Final Judgment, and Competitive Impact Statement were published in the Federal Register on November 15, 2004, see 69 Fed. Reg. 65,633 (2004);

5. A summary of the terms of the proposed Final Judgment was published in the Washington Post, a newspaper of general circulation in the District of Columbia, beginning on November 10, 2004 and continuing on consecutive days through November 16, 2004 (see attachment);

6. Copies of the Stipulation, proposed Final Judgment, and Competitive Impact Statement were furnished to all persons requesting them and made available on the Antitrust Division's Internet site;

7. On November 4, 2004, defendants Cingular Wireless Corporation, SBC Communications, Inc., BellSouth Corporation, and AT&T Wireless Services, Inc. jointly filed with the Court a description of written or oral communications by or on behalf of the defendants, or any other person, with any officer or employee of the United States concerning the proposed Final Judgment, as required by 15 U.S.C. § 16(g);

8. The sixty-day comment period prescribed by 15 U.S.C. §16(b) and (d) for the receipt and consideration of written comments, during which the proposed Final Judgment could not be entered, commenced on November 17, 2004 and ended on January 15, 2005;

9. As of the date of this certificate of compliance, the United States has received two comments on the proposed Final Judgment. Accordingly, the United States filed its Response to Public Comments and the comments themselves with this Court on February 17, 2005, and published the Response and the public comments in the Federal Register on March 2, 2005, see 70 Fed. Reg. 10,114 (2005); and

10. The parties have now satisfied all the requirements of the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16(b)-(h), as a condition for entering the proposed Final Judgment, and it is now appropriate for the Court to make the public interest determination required by 15 U.S.C. § 16(e) and to enter the Final Judgment.

Dated: March 10, 2005

Respectfully submitted, _______________/s/________________ Hillary B. Burchuk (DC Bar # 366755) Matthew C. Hammond Lorenzo McRae (DC Bar # 473660) Attorneys, Telecommunications & Media Enforcement Section Antitrust Division U.S. Department of Justice 1401 H Street, NW, Suite 8000 Washington, DC 20530 (202) 514-5621

CERTIFICATE OF SERVICE

I hereby certify that copies of the foregoing Certificate of Compliance with Provisions of the Antitrust Procedures and Penalties Act were served by first-class U.S. mail, postage prepaid, the 10^th day of March, 2005 upon each of the parties listed below:

Richard L. Rosen, Esq. Arnold & Porter LLP 555 Twelfth St., NW Washington, DC 20004 Counsel For Defendants Cingular Wireless Corporation and SBC Communications, Inc. Corporation

Stephen M. Axinn, Esq. Axinn, Veltrop & Harkrider LLP 1801 K St., NW Washington DC 20006 Counsel For Defendants Cingular Wireless    Corporation and BellSouth

Ilene Knable Gotts, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52^nd Street
New York, NY 10019

Counsel for Defendant AT&T Wireless Services, Inc.

John T. Prud'homme, Jr., Esq. Assistant Attorney General Antitrust and Civil Medicare Fraud Department Office of the Attorney General 300 West 15th Street, 9th Floor Austin, TX 78701 Counsel for Plaintiff State of Texas

Rachel O. Davis, Esq. Assistant Attorney General Antitrust Department 55 Elm Street Hartford, CT 06106 Counsel for Plaintiff State of Connecticut

_______________/s/________________ Hillary B. Burchuk (DC Bar # 366755) Matthew C. Hammond Lorenzo McRae (DC Bar # 473660) Attorneys, Telecommunications & Media    Enforcement Section Antitrust Division U.S. Department of Justice City Center Building 1401 H Street, N.W., Suite 8000 Washington, DC 20530 (202) 514-5621 Facsimile: (202) 514-6381

FOOTNOTES

1. All subsequent references to the "proposed Final Judgment" are to the corrected proposed Final Judgment.