Certificate of Compliance with Provisions of the Antitrust Procedures and PenaltiesAct

The United States of America, by its undersigned attorneys, 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. Plaintiff and Defendants have stipulated to the entry of the proposed Final Judgment;

2. The Hold Separate Stipulation and Order, and proposed Final Judgment, were filed with the Court on July 28, 2000;

3. The Competitive Impact Statement was filed with the Court on July 31, 2000.

4. The Hold Separate Stipulation and Order, proposed Final Judgment, and Competitive Impact Statement were published in the Federal Register on September 13, 2000, at 65 Fed. Reg. 55271 (2000), a copy of which is attached hereto as Exhibit A;

5. Copies of the Hold Separate Stipulation and Order, proposed Final Judgment, and Competitive Impact Statement were furnished to all persons requesting them;

6. A summary of terms of the proposed Final Judgment and the Competitive Impact Statement were published in the Washington Post, a newspaper of general circulation in the District of Columbia, beginning on August 4, 2000, and continuing through August 10, 2000, a copy of which is attached as Exhibit B;

7. On August 10, 2000, the Defendants submitted a Certificate of Compliance with 15 U.S.C. § 16 (g), certifying that all written or oral communications made by it or on its behalf with any officer or employee of the United States concerning or relevant to the proposed Final Judgment were made by counsel of record alone, a copy of which is attached as Exhibit C;

8. The sixty-day comment period prescribed by 15 U.S.C. § 16 (b) for the receipt and consideration of written comments, during which the proposed Final Judgment could not be entered, commenced on September 13, 2000, and ended on November 13, 2000;

9. The United States received no public comments on the proposed Final Judgment. Accordingly, all requirements of the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16 (b)-(h), for entry of the proposed Final Judgment have been satisfied. It is now appropriate for the Court to make the public interest determination required by 15 U.S.C. § 16 (e) and to enter a Final Judgment in this case.

Dated: December 7, 2000