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| IN THE UNITED STATES DISTRICT COURT |
FOR THE DISTRICT OF MINNESOTA
This Court having receive the Joint Motion of plaintiffs, United States of America and the State of Minnesota, and defendants, Alltel Corporation and Midwest Wireless Holdings L.L.C.,(1) for modification of the Final Judgment entered in this case on January 8, 2007, and the Court finding that it is in the public interest to modify the Final Judgment, it is
ORDERED, ADJUDGED and DECREED:
That the first sentence of Section I shall be replaced with the following: This Court has jurisdiction over the subject matter of and each of the parties consenting to the Final Judgment and this Modified Final Judgment.;
That the first phrase of Section II shall be replaced with the following:
As used in the Final Judgment and this Modified Final Judgment:;
That Section III shall be modified by replacing the term "Final Judgment" with "Modified Final Judgment and the Final Judgment," and by adding the following sentence to the end: The terms of the Modified Final Judgment are also applicable to Verizon, which has agreed to be subject to the jurisdiction of this Court and to be bound by the terms of this Modified Final Judgment.;
That Section III.B shall be modified by adding "including as redefined in Section XV of this Modified Final Judgment," after the term "Divestiture Assets.";
That Sections II, IV, V, VI, VII, VIII, IX, and X shall be modified by replacing the terms "this Final Judgment" and "this decree" with "the Final Judgment;" and
That Sections XI, XII, XIII and XIV shall be modified and Section XV be added to the Final Judgment to read as follows:
XI. No Reacquisition
A. Defendants may not reacquire or lease any part of the Divestiture Assets during the term of the Final Judgment provided however that defendants shall not be precluded from entering commercially reasonable agreements, for a period not to exceed two years from the date of the closing of the Transaction, with the Acquirer to obtain the right to use equipment that defendant ALLTEL used to support both its GSM roaming business and the provision of wireless services using other technological formats, and provided however that defendants may lease, for a period not to exceed 30 days, from the Management Trustee appointed by this Court pursuant to the Preservation of Assets Order, 2.5 MHz of spectrum in each RSA included in the Divestiture Assets.
B. Defendants may not reacquire or lease any part of the Divestiture Assets during the term of this Modified Final Judgment, provided however the Final Judgment is modified to allow defendants and Verizon to combine temporarily the Divestiture Assets. The Divestiture Assets shall be redivested pursuant to the terms in Section XV, and shall be held in the interim before redivestiture pursuant to the terms of the Modified Preservation of Assets Order.
XII. Retention of Jurisdiction
This Court retains jurisdiction to enable any party to this Modified Final Judgment or the Final Judgment to apply to this Court at any time for further orders and directions as may be necessary or appropriate to carry out or construe this Modified Final Judgment or the Final Judgment, to modify any of its provisions, to enforce compliance, and to punish violations of its provisions.XIII. Expiration of Modified Final Judgment
Unless this Court grants an extension, this Modified Final Judgment shall expire 10 years from the date of its entry.
XIV. Public Interest Determination
Entry of this Modified Final Judgment is in the public interest.XV. Redivestiture Provisions
The provisions in this Section XV apply only to the redivestiture of the Divestiture Assets pursuant to Section XI.B of this Modified Final Judgment
The Divestiture Assets shall be redivested as required by Sections II through XV of this Modified Final Judgment except to the extent modified below:
B. Preservation of Assets
Section VIII is replaced with the following: Until the divestitures required by this Modified Final Judgment have been accomplished, defendants and Verizon shall take all steps necessary to comply with the Modified Preservation of Assets 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. The Management Trustee appointed pursuant to the Modified Preservation of Assets Order may 1) also be the Management Trustee in other proceedings either initiated by plaintiff pursuant to Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, to enjoin the Verizon/Alltel Transaction, or to modify an existing Final Judgment in connection with the Verizon/Alltel Transaction, and 2) manage the Alltel Divestiture Assets jointly with other assets that defendants are required to divest in such other proceedings. Defendants and Verizon shall take no action that would jeopardize the divestitures ordered by this Court.
1. The Final Judgment was entered after the United States challenged, under the antitrust laws, the acquisition of Midwest Wireless Holdings L.L.C. by ALLTEL Corporation. ALLTEL Corporation was acquired by Atlantis Holdings LLC in November 2007 and its name was changed to Alltel Corporation.