**Before the**

**Federal Communications Commission**

**Washington, D.C. 20554**

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| In the Matter of                  | * | FRN No. 0005193701             |
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| **AT&T INC.**                     | ) | File No. EB-08-IH-1273         |
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| Parent Company of Licensees of    | * | NAL Acct. No. 200932080021     |
| Various Authorizations in the     |   |                                |
| Cellular Radiotelephone and Other | * |                                |
| Wireless Services                 | * |                                |
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**[CONSENT DECREE]{.underline}**

1.  The Enforcement Bureau of the Federal Communications Commission and
    AT&T Inc., by their authorized representatives, hereby enter into
    this Consent Decree for the purpose of terminating the Enforcement
    Bureau's investigation of AT&T Inc.'s compliance with the terms and
    conditions contained in *Applications of AT&T Inc. and Dobson
    Communications Corporation for Consent to Transfer Control of
    Licenses and Authorizations,* Memorandum Opinion and Order, 22 FCC
    Rcd 20295 (2007).

    **I. DEFINITIONS**

2.  For purposes of this Consent Decree, the following definitions shall
    apply:

    a.  "Act" means the Communications Act of 1934, as amended, 47
        U.S.C. § 151 *et seq.*

    b.  "Adopting Order" means an order of the Bureau adopting this
        Consent Decree.

    c.  "AT&T" means AT&T Inc. and includes all affiliates and
        subsidiaries thereof.

    d.  "*AT&T-Dobson* *Merger Order*" means *Applications of AT&T Inc.
        and Dobson Communications Corporation for Consent to Transfer
        Control of Licenses and Authorizations,* Memorandum Opinion and
        Order, 22 FCC Rcd 20295 (2007).

    e.  "Bureau" means the FCC\'s Enforcement Bureau.

    f.  "Civil Payment" means the amount of money that AT&T has paid or
        will pay to the United States to terminate DOJ's investigation
        of AT&T's compliance with the DOJ Stipulation and DOJ Final
        Judgment.

    g.  "Commission" or "FCC" means the Federal Communications
        Commission.

    h.  "Dobson" means Dobson Communications Corporation and includes
        all affiliates and subsidiaries thereof.

    i.  "DOJ" means the United States Department of Justice.

    j.  "DOJ Stipulation" means *United States of America v. AT&T Inc.
        and Dobson Communications Corporation*, Preservation of Assets
        Stipulation and Order, Case No. 1:07-cv-01952-ESH (entered
        November 2, 2007).

    k.  "DOJ Final Judgment" means *United States of America v. AT&T
        Inc. and Dobson Communications Corporation*, Final Judgment,
        Case No. 1:07-cv-01952-ESH (entered March 20, 2008).

    l.  "DOJ Proposed Final Judgment" means *United States of America v.
        AT&T Inc. and Dobson Communications Corporation*, Proposed Final
        Judgment, Case No. 1:07-cv-01952-ESH (filed Oct. 30, 2007),
        containing the settlement arrangement entered into by AT&T,
        Dobson, and DOJ to address competitive concerns raised by DOJ
        regarding the merger of AT&T and Dobson.

    m.  "Effective Date" means the date on which the Bureau releases the
        Adopting Order.

    n.  "Investigation" means the Bureau's investigation of AT&T's
        compliance with the terms and conditions of the *AT&T-Dobson
        Merger Order.*

    o.  "Parties" means the Bureau and AT&T.

    p.  "Voluntary Contribution" means the amount of money that AT&T has
        paid or will pay to the United States Treasury to terminate the
        Investigation.

        **II. BACKGROUND**

3.  AT&T is a communications holding company incorporated in the State
    of Delaware and has its principal offices in Dallas, Texas. AT&T
    represents that it provides, among other things, wireless service to
    74.9 million customers.[^1] It holds spectrum licenses in all fifty
    states, the District of Columbia, Puerto Rico, and the United States
    Virgin Islands.[^2]

4.  On July 13, 2007, AT&T and Dobson filed applications seeking consent
    to the transfer of control of licenses held by subsidiaries of
    Dobson to AT&T.[^3] The Antitrust Division of DOJ reviewed the
    proposed merger of AT&T and Dobson and concluded that the
    transaction was likely to result in competitive harm in three
    geographic markets: Kentucky RSA-6, Madison (CMA448), Kentucky
    RSA-8, Mason (CMA450), and Oklahoma RSA-5, Roger Mills (CMA600).
    AT&T and Dobson subsequently entered into a settlement with DOJ
    designed to address DOJ's concerns. Specifically, under the terms of
    the settlement, AT&T and Dobson agreed to divest certain cellular
    licenses and related operational and network assets (including
    certain employees, retail sites, and subscribers) in the three
    markets ("DOJ Divestiture Assets").[^4]

5.  The Commission also conducted an analysis of the proposed merger. On
    November 19, 2007, the Commission also concluded that the merger
    would likely cause significant competitive harm in the same three
    markets about which DOJ had expressed concern, plus one additional
    market: Texas RSA-10, Navarro (CMA661).[^5] Accordingly, the
    Commission conditioned its approval of the AT&T-Dobson merger on
    divestiture of the DOJ Divestiture Assets and all spectrum
    associated therewith in the three markets plus the same categories
    of assets in the fourth market (collectively, "Divestiture
    Assets").[^6]

6.  To accomplish the divestiture, the Commission required a Management
    Trustee to be appointed to serve as manager of the Divestiture
    Assets until these assets were sold to third party purchasers.[^7]
    During the period in which the Management Trustee was in day-to-day
    control of the Divestiture Assets, AT&T was to retain *de jure*
    control and have the sole power to market and dispose of the
    Divestiture Assets to third party buyers, subject to the
    Commission\'s regulatory powers and process with respect to license
    transfers and assignments and the terms of the agreements contained
    in the *DOJ Stipulation* and *DOJ Proposed Final Judgment*.[^8]

7.  The *AT&T-Dobson Merger Order* required that AT&T and the Management
    Trustee abide by the same provisions relating to the duties of the
    Management Trustee and the preservation of the Divestiture Assets as
    those contained in the *DOJ Stipulation*.[^9] Pursuant to the *DOJ
    Stipulation*, the DOJ Divestiture Assets were to be operated as part
    of "an independent, ongoing, economically viable and competitive
    business."[^10] Specifically, the *DOJ Stipulation* required AT&T
    and the Management Trustee to take all reasonable efforts to
    preserve the confidentiality of any information necessary for the
    operation of the DOJ Divestiture Assets including books, records and
    other competitively sensitive marketing and pricing
    information.[^11] Additionally, the *DOJ Stipulation* prohibited
    AT&T's employees, except under specific circumstances, from
    receiving or having access to or using any confidential information
    pertaining to the DOJ Divestiture Assets.[^12] Since the *DOJ
    Stipulation* imposed certain requirements and prohibitions on AT&T,
    and the *AT&T-Dobson Merger Order* specifically incorporated the
    terms and conditions contained in the *DOJ Stipulation,* it
    necessarily follows that any violation of the *DOJ Stipulation*
    would constitute a breach of the *AT&T-Dobson Merger Order* as it
    pertains to the Divestiture Assets.

8.  In March 2008, DOJ and the FCC received information indicating that
    AT&T employees may have, among other things, accessed and used
    confidential and competitively-sensitive sales files, in violation
    of the *DOJ Stipulation* and, hence, the *AT&T-Dobson Merger Order*.
    The FCC immediately commenced the Investigation in cooperation with
    DOJ.

9.  DOJ and AT&T have entered into a settlement ("DOJ Settlement") to
    terminate DOJ's investigation of AT&T's compliance with the *DOJ
    Stipulation* and the *DOJ Final Judgment*.[^13] Pursuant to the DOJ
    Settlement, without any admission or determination of wrongdoing by
    AT&T and without any findings or adjudication with respect to any
    issue of fact or law, AT&T will make a Civil Payment in the total
    amount of \$2,050,000. The DOJ Settlement has been approved by the
    United States District Court for the District of Columbia.[^14]

10. In order to terminate the Bureau's Investigation, the Parties hereby
    enter into this Consent Decree, in consideration of the mutual
    commitments made herein.

**II. TERMS OF AGREEMENT**

11. **[Adopting Order]{.underline}.** The Parties agree that the
    provisions of this Consent Decree shall be subject to final approval
    by the Bureau by incorporation of such provisions by reference in
    the Adopting Order. AT&T's decision to enter into this Consent
    Decree is expressly contingent upon the Bureau's issuance of an
    Adopting Order that is consistent with this Consent Decree, and
    which adopts the Consent Decree without change, addition,
    modification or deletion.

12. **[Jurisdiction]{.underline}.** AT&T agrees that the Bureau has
    jurisdiction over it and the matters contained in this Consent
    Decree and has the authority to enter into and adopt this Consent
    Decree.

13. **[Effective Date; Violations]{.underline}.** The Parties agree that
    this Consent Decree shall become effective on the date on which the
    Bureau releases the Adopting Order. Upon release, the Adopting Order
    and this Consent Decree shall have the same force and effect as any
    other final order of the Commission. Any violation of the Adopting
    Order or of the terms of this Consent Decree shall constitute a
    separate violation of a Commission order, entitling the Commission,
    or the Bureau pursuant to delegated authority, to exercise any
    rights and remedies attendant to the enforcement of a Commission
    order.

14. **[Termination of Investigation]{.underline}.** In express reliance
    on the covenants and representations in this Consent Decree and to
    avoid further expenditure of public resources, the Bureau agrees to
    terminate the Investigation. In consideration for the termination of
    said Investigation, AT&T agrees to the terms, conditions, and
    procedures contained herein. The Bureau further agrees that, in the
    absence of new material evidence, it will not use the facts
    developed in this Investigation through the Effective Date of the
    Consent Decree, or the existence of the Consent Decree, to
    institute, on its own motion, or to recommend to the Commission any
    new proceeding, formal or informal, or take any action on its own
    motion against AT&T concerning the matters that were the subject of
    the Investigation. The Bureau also agrees that it will not use the
    facts developed in this Investigation through the Effective Date of
    this Consent Decree, or the existence of this Consent Decree, to
    institute, on its own motion or in response to a third-party
    objection, any proceeding, formal or informal, or take any action,
    on its own motion or in response to a third-party objection, against
    AT&T with respect to AT&T's qualifications, including its character
    qualifications, to be a Commission licensee or authorized common
    carrier or hold Commission authorizations.

15. **[Section 208 Complaints; Subsequent Investigations]{.underline}.**
    Nothing in this Consent Decree shall prevent the Commission or its
    delegated authority from adjudicating complaints filed pursuant to
    Section 208 of the Act against AT&T for alleged violations of the
    Act, or for any other type of alleged misconduct, regardless of when
    such misconduct took place. The adjudication of any such complaint
    will be based solely on the record developed in that proceeding, and
    neither the Commission nor the Bureau shall use any facts developed
    through the Investigation in any such proceeding. Except as
    expressly provided in this Consent Decree, this Consent Decree shall
    not prevent the Commission from investigating new evidence of
    noncompliance by AT&T of the Act, the Commission's rules, or the
    Adopting Order.

16. **[Voluntary Contribution]{.underline}.** AT&T agrees to make,
    within 30 calendar days of the Effective Date, a Voluntary
    Contribution to the United States Treasury in the total amount of
    \$2,380,000 to resolve the Commission's Investigation. If AT&T has,
    prior thereto, paid in full the Civil Payment pursuant to the DOJ
    Settlement, then the amount of AT&T's payment of the Voluntary
    Contribution shall be reduced by the amount of the Civil Payment.
    The Voluntary Contribution shall be made by check or similar
    instrument, payable to the order of the Federal Communications
    Commission. The payment shall include the Account Number and FRN
    Number referenced in the caption to the Adopting Order. Payment by
    check or money order shall be mailed to Federal Communications
    Commission, P.O. Box 979088, St. Louis, MO 63197-9000. Payment by
    overnight mail shall be sent to U.S. Bank -- Government Lockbox
    #979088, SL-MO-C2-GL, 1005 Convention Plaza, St. Louis, MO 63101.
    Payment by wire transfer shall be made to ABA Number 021030004,
    receiving bank Federal Reserve Bank of New York, and account
    number 27000001. AT&T shall also send electronic notification to
    [Hillary.DeNigro@fcc.gov]{.underline} and
    [Gary.Schonman@fcc.gov]{.underline} on the date said payment is
    made.

17. **[Waivers]{.underline}.** AT&T waives any and all rights it may
    have to seek administrative or judicial reconsideration, review,
    appeal or stay, or to otherwise challenge or contest the validity of
    this Consent Decree and the Adopting Order, provided the Bureau
    issues an Order adopting the Consent Decree without change,
    addition, modification, or deletion. AT&T shall retain the right to
    challenge Commission interpretation of the Consent Decree or any
    terms contained herein. If either Party (or the United States on
    behalf of the Commission) brings a judicial action to enforce the
    terms of the Consent Decree or the Adopting Order, neither AT&T nor
    the Commission shall contest the validity of the Consent Decree or
    the Adopting Order, and AT&T and the Commission shall waive any
    statutory right to a trial *de novo* with respect to the issuance of
    the Adopting Order and shall consent to a judgment incorporating the
    terms of this Consent Decree. AT&T hereby agrees to waive any claims
    it may otherwise have under the Equal Access to Justice Act, 5
    U.S.C. § 504 and 47 C.F.R. § 1.1501 *et seq*., relating to the
    matters addressed in this Consent Decree.

18. **[Subsequent Rule or Order]{.underline}.** The Parties agree that
    if any provision of this Consent Decree conflicts with any
    subsequent rule or order adopted by the Commission (except an order
    specifically intended to revise the terms of this Consent Decree to
    which AT&T does not expressly consent), that provision shall be
    superseded by such Commission rule or order.

19. **[Invalidity]{.underline}.** The Parties agree that in the event
    that this Consent Decree is rendered invalid in any court of
    competent jurisdiction, it shall become null and void and may not be
    used in any manner in any legal proceeding.

20. **[Successors and Assigns]{.underline}.** AT&T agrees that the terms
    and conditions of this Consent Decree shall be binding on its
    successors and assigns.

21. **[Final Settlement]{.underline}.** The Parties agree and
    acknowledge that this Consent Decree shall constitute a final
    settlement between the Parties. The Parties further agree that this
    Consent Decree does not constitute either an adjudication on the
    merits or a factual or legal finding or determination regarding any
    compliance or noncompliance with the requirements of the Act or the
    Commission's rules and orders. The Parties agree that this Consent
    Decree is for settlement purposes only and that by agreeing to this
    Consent Decree, AT&T does not admit or deny noncompliance, violation
    or liability for violating the Act, the Commission's rules or orders
    in connection with the matters that are the subject of this Consent
    Decree.

22. **[Modifications]{.underline}.** This Consent Decree cannot be
    modified without the advance written consent of both Parties.

23. **[Paragraph Headings]{.underline}.** The headings of the Paragraphs
    in this Consent Decree are inserted for convenience only and are not
    intended to affect the meaning or interpretation of this Consent
    Decree.

24. **[Authorized Representative]{.underline}.** Each party represents
    and warrants to the other that it has full power and authority to
    enter into this Consent Decree.

25. **[Counterparts]{.underline}.** This Consent Decree may be signed in
    any number of counterparts (including by facsimile), each of which,
    when executed and delivered, shall be an original, and all of which
    counterparts together shall constitute one and the same fully
    executed instrument.

    **FEDERAL COMMUNICATIONS COMMISSION**

    **ENFORCEMENT BUREAU**

    By:
    \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
    Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

    Kris Anne Monteith, Chief

    **AT&T INC.**

    By:
    \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
    Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

    Gary Phillips

    General Attorney & Associate General Counsel

[^1]: *See* AT&T, Corporate Profile,
    http://www.att.com/gen/investor-relations?pid=5711 (last visited
    Jan. 7, 2009).

[^2]: *See id.*

[^3]: For a complete list of applications, see *AT&T Inc. and Dobson
    Communications Corporation Seek FCC Consent to Transfer Control of
    Licenses and Authorizations Pleading Cycle Established*, Public
    Notice, 22 FCC Rcd 13659 (WTB 2007).

[^4]: *See* United States of America v. AT&T Inc. and Dobson
    Communications Corporation, Complaint, Case No. 1:07-cv-01952-ESH
    (filed October 30, 2007); United States of America v. AT&T Inc. and
    Dobson Communications Corporation, Preservation of Assets
    Stipulation and Order, Case No.1:07-cv-01952-ESH (entered November
    2, 2007) ("*DOJ Stipulation*"); United States of America v. AT&T
    Inc. and Dobson Communications Corporation, Proposed Final Judgment,
    Case No.1:07-cv-01952-ESH (filed October 30, 2007) ("*DOJ Proposed
    Final Judgment*"). The *DOJ Proposed Final Judgment* subsequently
    was entered by the court on March 20, 2008.

[^5]: *Applications of AT&T Inc. and Dobson Communications Corporation
    for Consent to Transfer Control of Licenses and Authorizations,*
    Memorandum Opinion and Order, 22 FCC Rcd 20295, 20322-24, ¶¶ 52-57
    ("*AT&T-Dobson Merger Order*").

[^6]: *Id.* at 20339, ¶¶ 96-97. Thus, the term "Divestiture Assets" as
    used herein refers to and encompasses the assets in all four
    markets, specifically including the DOJ Divestiture Assets, that the
    Commission required AT&T to divest.

[^7]: *Id.* at 20338-39, ¶ 95.

[^8]: *Id.* at 20339, ¶ 97.

[^9]: *Id.*

[^10]: *DOJ Stipulation* at ¶ VI. B.

[^11]: *See DOJ Stipulation* at ¶¶ V. E., VI. B.4.

[^12]: *See DOJ Stipulation* at ¶¶ VI. J., IV. K.

[^13]: *See* *United States of America v. AT&T Inc. and Dobson
    Communications Corporation*, Stipulation for Entry of Order and
    Settlement Agreement, Case No. 1:07-cv-01952-ESH (filed January 14,
    2009).

[^14]: *United States of America v. AT&T Inc. and Dobson Communications
    Corporation*, Order on Petition by Plaintiff United States for an
    Order to Show Cause Why Defendant AT&T Inc. Should Not Be Found in
    Civil Contempt, Case No. 1:07-cv-01952-ESH (entered January 14,
    2009).