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UNITED STATES DISTRICT COURT
CERTIFICATE OF COMPLIANCE WITH PROVISIONS OF Plaintiff, United States of America, by its undersigned attorney, hereby certifies that, in compliance with the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16(b)-(h) ("APPA"), the following procedures have been followed in preparation for the entry of the Final Judgment in the above-captioned matter: 1. The Complaint, Competitive Impact Statement, proposed Final Judgment, and Hold Separate Stipulation and Order ("Hold Separate Order"), by which the parties have agreed to the Court's entry of the Final Judgment following compliance with the APPA, were filed on February 13, 2008. 2. Pursuant to 15 U.S.C. § 16(b), the proposed Final Judgment, Hold Separate Order, and Competitive Impact Statement were published in the Federal Register on February 28, 2008 (73 Fed. Reg. 10808). A copy of the Federal Register notice is attached hereto as Exhibit 1. 3. Pursuant to 15 U.S.C. §16(b), copies of the Complaint, Hold Separate Order, proposed Final Judgment, and Competitive Impact Statement were made available to anyone requesting them. 4. Pursuant to 15 U.S.C. § 16(c), a summary of the terms of the proposed Final Judgment, Hold Separate Stipulation and Order, and Competitive Impact Statement was published in The Washington Post, a newspaper of general circulation in the District of Columbia, during a seven-day period in March 2008 (March 9th through March 15th). A copy of the Proof of Publication from The Washington Post is attached hereto as Exhibit 2. 5. On June 20, 2008, defendants Bain Capital, LLC and Thomas H. Lee Partners, L.P. filed with this Court a description of their communications with employees of the United States concerning the proposed Final Judgment, as required by 15 U.S.C. § 16(g). See Exhibit 3. 6. On July 1, 2008, defendant Clear Channel Communications, Inc. filed with this Court a description of its communications with employees of the United States concerning the proposed Final Judgment, as required by 15 U.S.C. § 16(g). See Exhibit 4. 7. The sixty-day public comment period specified in 15 U.S.C. § 16(b) began on February 29, 2008, and ended on April 28, 2008. During that period, the United States did not receive any comments on the proposed settlement. 8. At this stage, with the United States having published its proposed settlement and received no public comments in response, and defendants having certified their pre-settlement contacts with government officials, the parties have fulfilled their obligations under the APPA. Pursuant to the Hold Separate Stipulation and Order the Court entered on March 4, 2008 and 15 U.S.C. §16(e), this Court may now enter the Final Judgment, if it determines that the entry of the Final Judgment is in the public interest. 9. For the reasons set forth in the Competitive Impact Statement, the United States strongly believes that the Final Judgment is in the public interest and urges the Court to enter the Final Judgment without further proceeding. Dated: July 3, 2008
CERTIFICATE OF SERVICE I hereby certify that on July 3, 2008, I caused copies of the foregoing Certificate of Compliance with Provisions of the Antitrust Procedures and Penalties Act to be served on the defendants in this matter in the manner set forth below: By electronic mail and first class, postage prepaid U.S. Mail: Counsel for Defendants Bain Capital, LLC and Thomas H. Lee Partners, L.P. Counsel for Defendant Clear Channel Communications, Inc.
Exhibit 1 Federal Register/ Vol. 73, No. 40/ Thursday, February 28, 2008 pg 10808-10824
PROOF OF PUBLICATION District of Columbia, ss., Personally appeared before me, a Notary Public in and for the said District, Nicole McKinney well known to me to be Billing Manager of The Washington Post, a daily newspaper published in the City of Washington, District of Columbia, and making oath in due form of law that an advertisement containing the language annexed hereto was published in said newspaper on the dates mentioned in the certificate herein. I Hereby Certify that the attached advertisement was published in The Washington Post, a daily newspaper, upon the following date(s) at a cost of $4,165.36 and was circulated in the Washington metropolitan area. Published 7 times. Date(s) : 09, 10, 11, 12, 13, 14 and 15 of March 2008 Account 1010122583 _______________/s/________________ _______________/s/________________ My commission expires _______________________________ Stamp: Nicole Morton-McFadden DEPARTMENT OF JUSTICE
UNITED STATES DISTRICT COURT
DESCRIPTION OF WRITTEN OR ORAL COMMUNICATIONS Pursuant to Section 2(g) of the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16(g), defendants Bain Capital, LLC and Thomas H. Lee Partners, L.P., ("Bain Capital" and "TH Lee"), by their attorneys, submits this pleading to describe all written or oral communications by or on behalf of Bain Capital and TH Lee with any officer or employee of the United States concerning the proposed Final Judgment filed in this action on February 13, 2008. In accordance with Section 2(g), this description excludes any communications "made by counsel of record alone with the Attorney General or the employees of the Department of Justice alone." 15 U.S.C. § 16(g). To the best of Bain Capital and TH Lee's knowledge, after appropriate inquiry, we have been able to identify only one instance where representatives of TH Lee met directly with employees of the Department of Justice. That meeting, which occurred at the Justice Department's offices at 325 Seventh Street, NW, Washington, DC on September 13, 2007, was convened at the request of TH Lee and Bain Capital to discuss restrictions proposed by the staff that would limit the ability of directors in the acquired company to serve as directors or board observers to other broadcasting entities. James Carlisle and Richard Bressler attended and participated in the meeting in behalf of TH Lee. Attendees from the Department of Justice included Ora Nwabueze, John R. Read, Christopher Ries and other representatives of the Department of Justice. Representatives of the parties included James M. ("Mit") Spears of Ropes & Gray, LLP and Hew Pate of Hunton & Williams LLP representing Bain Capital and TH Lee. Apart from that meeting, there have been no written or oral communications by or on behalf of Bain Capital or TH Lee with any officer or employee of the United States concerning the proposed Final Judgment, except for communications between counsel of record for Bain Capital and TH Lee and employees of the Department of Justice Antitrust Division. Clear Channel therefore certifies that the requirements of Section 2(g) have been complied with and that this description of communications by or on behalf of Bain Capital and TH Lee and required to be reported under Section 2(g) is true and complete. June 20, 2008
CERTIFICATE OF SERVICE I hereby certify that on June 20, 2008, I caused a copy of the foregoing Description of Written or Oral Communications Concerning the Proposed Final Judgment in this Action and Certification of Compliance Under 15 U.S.C. § 16(g) by Bain Capital, LLC and Thomas H. Lee Partners, L.P. to be served on the counsel of record in this matter in the manner set forth below: Electronically by means of the Court's ECF system and by Federal Express: Daniel McCuaig Phillip A. Proger
EXHIBIT 4 UNITED STATES DISTRICT COURT
DESCRIPTION OF WRITTEN OR ORAL COMMUNICATIONS Pursuant to Section 2(g) of the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16(g), defendant Clear Channel Communications, Inc. ("Clear Channel"), by its attorneys, submits this pleading to describe all written or oral communications by or on behalf of Clear Channel with any officer or employee of the United States concerning the proposed Final Judgment filed in this action on February 13, 2008. In accordance with Section 2(g), this description excludes any communications "made by counsel of record alone with the Attorney General or the employees of the Department of Justice alone." 15 U.S.C. § 16(g). To the best of Clear Channel's knowledge, after appropriate inquiry, there have been no written or oral communications by or on behalf of Clear Channel with any officer or employee of the United States concerning the proposed Final Judgment, except for communications between counsel of record for Clear Channel and employees of the Department of Justice Antitrust Division. Clear Channel therefore certifies that the requirements of Section 2(g) have been complied with and that this description of communications by or on behalf of Clear Channel and required to be reported under Section 2(g) is true and complete.
July 1, 2008
CERTIFICATE OF SERVICE I hereby certify that copies of the foregoing Defendant's Description of Written or Oral Communications Concerning The Proposed Final Judgment in This Action And Certification of Compliance Under 15 U.S.C. § 16(g) and Notice of Appearance were served electronically by means of the Court's ECF system and by first-class mail this 1st day of July 2008 upon each of the parties listed below:
Daniel McCuaig, Esq.
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