EXHIBIT 2 

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R.N. Tendai Richards 

WINNE, BANTA, HETHERINGTON, 

BASRALIAN & KAHN, P.C. 

21 Main Street 

Court Plaza South 

East Wing . 

Hackensack,NJ 07601 

Patrick J. Richard 

prichard@,nossamari.com 

NOSSAMAN LLP 

50 California Street, 34th Floor 

San Francisco, CA 94111 

Telephone: 415.398.3600 

Facsimile: 415.398.2438 

admitted pro hac vice 

Attorneys for Plaintiffs . 

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW 

JERSEY 

WARREN HAVENS, SKYBRIDGE 

SPECTRUM FOUNDATION, a 

Delaware nonprofit corporation, 

TELESAURUS, VPC, LLC, a Delaware 

limited liability company, AMTS 

CONSORTIUM, LLC, a Delaware 

Limited Liability Company, 

INTELLIGENT TRANSPORTATION & 

MONITORING, LLC, a Delaware 

Limited Liability Company, and 

TELESAURUS GB, LLC a Delaware 

Limited Liability Company. 

Plaintiffs, 

MOBEX NETWORK SERVICES, LLC, 

a Delaware Limited Liability Company, 

MOBEX COMMUNICATIONS, INC., a 

Delaware corporation, MARITIME 

Case No. 

SECOND AMENDED 

COMPLAINT FOR 

INJUNCTIVE RELIEF AND 

DAMAGES 

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SECOND AMENDED COMPLAINT FOR INJUNCTIVE RELIEF 

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COMMUNICATIONS/LAND MOBILE 

LLC, a Delaware Limited Liability 

Company, PAGING SYSTEMS, INC., a 

California corporation and TOUCH TEL 

CORPORATION, a California 

corporation, and JOHN DOE Nos. 1-20 

Defendants 

SECOND AMENDED COMPLAINT FOR INJUNCTIVE RELIEF 

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COMES NOW, Plaintiffs Warren C. Havens ("Havens"), Skybridge Spectrum 

Foundation ("Skybridge"), Telesaurus VPC, LLC ("Telesaurus VPC") (now known as Verde 

Systems, LLC ("Verde Systems")), AMIS Consortium, LLC ("AMTS Consortium") (now 

known as Environmentel, LLC ("Environmentel")), Intelligent Transportation & Monitoring, 

LLC ("Intelligent") and Telesaurus Holdings, GB, LLC ("Telesaurus GB") (collectively 

"Plaintiffs"), and for their Second Amended Complaint against Defendants Mobex Network 

Services, LLC " (formerly known as Regionet Wireless License, LLC) ("Regionet") and Mobex 

Communications, Inc. (collectively "Mobex"), Maritime Communications/Land Mobile, LLC 

("MCLM"), Paging Systems, Inc. ("PSI") and Touch Tel Corporation ("Touch Tel") and John 

Doe Nos. 1-20 (collectively "Defendants") state as follows. 

NATURE OF THE ACTION 

1. This is an action brought pursuant to: (i) The Federal Communications Act 

("FCA") for mandatory injunctive relief under 47 U.S.C. §401(b) and for damages under 47 

U.S.C. §206 and 207 and; (ii) the Sherman Act (15 U.S.C.§§1 2, and 15) for damages resulting, 

inter alia, from a conspiracy in restraint of trade. 

THE PARTIES 

2. Plaintiff Warren C. Havens is an individual residing in Berkeley, California. 

Since 1988, Havens' principal occupation and business has been obtaining "geographic" licenses 

(explained below), issued by the Federal Communications Commission ("FCC") in the 

Automated Maritime Telecommunications System ("AMTS") radio service, for certain 

exclusive-use radio frequencies or spectrum. Havens conducts business based upon these 

licenses to provide spectrum and wireless telecommunications services to governmental and nongovernmental entities within the State of New Jersey and other states, including for "Intelligent 

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Transportation Systems" or "ITS." Havens is the founder, majority owner, manager, and 

president of the other Plaintiffs, and has assigned to the other Plaintiffs some of the licenses 

(described below) at issue in this case. Mr. Havens and all other Plaintiffs have coordinated 

business plans and operations using all of their FCC licenses. 

3. Plaintiff Telesaurus VPC (now known as Verde Systems, LLC) is a Delaware 

limited liability company with its principal place of business in Berkeley, California. It has been 

engaged since 1999 in the business of obtaining FCC geographic licenses in the AMTS radio 

service for certain exclusive-use frequencies or spectrum, and conducts business based on these 

licenses to provide spectrum and wireless telecommunications services to governmental and nongovernmental entities. 

4. Plaintiff AMTS Consortium (now known as Environmentel, LLC) is a Delaware 

limited liability company with its principal place of business in Berkeley, California. It has been 

engaged since 2004 in the business of obtaining licenses in the AMTS radio service for certain 

exclusive-use frequencies or spectrum, and conducts business based on these licenses to provide 

spectrum and wireless telecommunications services to governmental and non-governmental 

entities within the State of New Jersey and other states, including for ITS. 

5. Plaintiff Intelligent is a Delaware limited liability company with its principal 

place of business in Berkeley, California. It has been engaged since 2005 in the business of 

obtaining FCC geographic licenses in the AMTS radio service for certain exclusive-use 

frequencies or spectrum , and conducts business based on these licenses to provide spectrum and 

wireless telecommunications services to governmental and non-governmental entities within the 

State of New Jersey and other states, including for ITS. 

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6. Plaintiff Telesaurus Holdings GB is a Delaware limited liability company with its 

principal place of business in Berkeley, California. It has been engaged since 2001 in the 

business of obtaining FCC. geographic licenses in the Multilateration Location and Monitoring 

Service" ("M-LMS") radio service from the FCC, and conducts business based on these licenses 

to provide spectrum and wireless telecommunications services to governmental and nongovernmental entities within the State of New Jersey and other states, including for ITS. M-LMS 

is also a transportation-system radio service, as is AMTS. Telesaurus Holdings has a joint core 

plan and business with the other Plaintiffs to use its M-LMS licenses integrated with the others' 

AMTS 1 censes for multi-band (multiple frequency or spectrum bands) ITS wireless systems and 

services. 

7. Plaintiff Skybridge is a Delaware nonprofit corporation with its principal place of 

business in Berkeley, California, recognized by the IRS as a tax-exempt corporation under . 

Section 501(c)(3) of the Internal Revenue Code as an educational, scientific and charitable . 

organization holding assets (primarily FCC licenses) and operating solely in the field of public 

interest wireless in support of government needs. It has been engaged since 2007 in the business 

of obtaining FCC geographic licenses in the AMTS and M-LMS radio services for certain 

frequencies or spectrum, and conducts exclusively nonprofit business based on these licenses to 

provide spectrum and wireless telecommunications services to governmental and nongovernmental entities within the State of New Jersey and other states. The primary purpose of 

Skybridge as a non-profit corporation is to support, with certain spectrum and advanced wireless 

techniques and systems (and underlying research and development), governmental goals and 

programs in the United States (including in the State of New Jersey) in "Intelligent 

Transportation Systems" to reduce accidents, congestion, pollution and other problems in the 

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nation's transportation systems. All of the Skybridge's assets have been and most of its 

operational services are provided via outright charitable contributions by the other Plaintiffs. 

8. Defendant Maritime Communications/Land Mobile, LLC ("MCLM") is a 

Delaware limited fiability company formed in 2005, with offices in Mississippi, alleged by its 

putative sole owner (Mrs. Rev. Sandra Depriest of Lowndes County Mississippi, who uses the 

"Rev." title including in FCC matters) to be a valid legal entity. MCLM is the holder of certain 

FCC "Site-Based" AMIS licenses (defined below). Certain of MCLM's Site-Based Licenses are 

associated with stations putatively located in, conducting operations in, and providing wireless 

services in the State of New Jersey, including in the areas of most population and transportation 

traffic (in the "Northeast Corridor"). (A "station" is defined in FCC rules as, in sum, the 

physical radio and antenna equipment installed at a site and operated to provide service under a 

FCC license.) MCLM obtained its AMTS licenses by assignments from Mobex Network. 

Services, LLC and its parent Mobex Communications, Inc., as part of MCLM's purchase of 

Mobex. Upon information and belief, MCLM is actually controlled not by Sandra Depriest but 

by her husband Donald Depriest and affiliates.1 Sandra and Donald Depriest were married during 

all times relevant to this Complaint. 

9. Defendant Mobex Network Services LLC ("Mobex-N") is or has been a Delaware 

limited liability company with its principal place of business in Alexandria, Virginia and/or 

Jeffersonville, Indiana. Mobex-N was the holder of "Site-Based" AMTS licenses, including 

1 MCLM, per MCLM's own statements to the FCC, alleges to have the following ownership 

structure: 100% of the membership interests of MCLM are owned by S/RJW Partnership, L.P. 

S/RJW Partnership, L.P. has as its general partner Communications Investments, Inc. Sandra 

DePriest owns 100% of the shares in Communications Investments, Inc. and Sandra DePriest 

owns 100% of the partnership shares in S/RJW Partnership, L.P. Other MCLM statements are in 

conflict, however. 

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licenses for stations putatively located and operated in the State of New Jersey that were 

assigned to, or acquired by, MCLM. Defendant Mobex Communications, Inc. ("Mobex-C") is 

or has been a Delaware corporation that owns and/or controls, or owned and/or controlled, 

Mobex-N including at the time Mobex-N assigned the above-described AMTS licenses to 

MCLM. Upon information and belief, either or both of Mobex-N and Mobex-C, during the time 

period relevant to this Complaint, controlled or were controlled by other companies using the 

name "Mobex". Mobex-N and Mobex-C will be collectively referred to herein as "Mobex." 

10. Defendant Paging Systems, Inc. ("PSI") is a corporation organized under the laws 

of the State of California, with its principal place of business located in Burlingame, California. 

PSI is the holder of certain "Site-Based" AMTS licenses, including licenses associated with 

stations putatively located in the State of New Jersey. Defendant Touch Tel Corp. ("Touch Tel" 

or "Touchtel") is a California corporation that serves to carry out PSI's alleged construction and 

operation of purportedly valid AMTS licensed stations across the country. According to filings 

with the FCC and State authorities: PSI alleges to be fully owned and controlled by Susan 

Cooper, and Touch Tel alleges to be fully owned and controlled by her spouse, Robert Cooper. 

Upon information and belief, the actual controlling owner of PSI is Robert Cooper, not Susan 

Cooper, but this fact is hidden in required disclosures to the FCC and State authorities. Susan 

and Robert Cooper, who reside in California, were married during all times relevant to this 

Complaint. 

Regionet Wireless License, LLC changed its name to Mobex Network Services, LLC on 

August 6, 2001 per State of Delaware records. Regionet Wireless Operations LLC was allegedly 

fully merged into Regionet Wireless License, LLC as of March 21, 2001 per State of Delaware 

corporate records. Waterway Communications System, LLC was allegedly merged into Mobex 

Network Services, LLC as of November 1, 2004 per State of Delaware corporate records. Other 

Mobex or MCLM records are in conflict, however. 

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11. John Does Nos. 1-20 are officers, directors, owners and/or agents of the other 

Defendants who have personally participated in the wrongful acts alleged herein and/or operated, 

or obtained or sought benefits from, the shell entities as mere alter egos. The full extent of the 

individual John Doe's participation is unknown at present and such defendants will be named 

when their identity and participation is ascertained. 

12. Plaintiffs are informed and therefore allege that Defendants, and each of them, at 

all relevant times, were the agents, alter egos, employees, servants, representatives and/or coconspirators of their respective co-Defendants, and were at all relevant times acting within the . 

scope, purpose, and authority of such agency. Furthermore MCLM/Mobex (including Mobex-N 

and Mobex-C) and PSI/Touchtel are alter egos of one another, as evidenced, inter alia, by their 

conflicting statements as to ownership and control contained in FCC filings and in other public 

documents. The principals of MCLM, Donald and Sandra DePriest, are subject to many 

judgments arising out of their conduct of MCLM and are currently under investigation by the 

FCC for similar wrongful conduct. MCLM/Mobex and PSI (or PSI/Touchtel) are, including 

with regard to their AMTS licenses, FCC-regulated common-carrier "Commercial Mobile Radio 

Services" ("CMRS") that must submit certain periodic reports concerning CMRS contributions 

to the Universal Service Fund (that supports basic communication services to eligible lowincome persons), but during the course of events described herein and to this day, they each have 

failed to file said reports in the time, form, and extent required. As used herein, the terra 

"Defendants," shall be construed in its broadest possible sense, to include any one of the 

Defendants named herein, unless otherwise indicated. 

JURISDICTION AND VENUE 

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13. This Court has personal jurisdiction over the Defendants because each of the 

Defendants transacts business within the State t»f New Jersey, because each of the Defendants 

owns, possesses and/or uses property within the State of New Jersey and/or because each of the 

Defendants has consented to the jurisdiction of this Court by actively participating in this case. 

14. This Court has subject matter jurisdiction over Plaintiffs' claim for injunctive 

relief in this case pursuant to 47 U.S.C. §401(b), and over Plaintiffs' claims for monetary 

damages pursuant to 47 U.S.C. §§206-07, and 15 U.S.C. §15. 

15. Venue is proper in this judicial District because a substantial part of the events 

and omissions giving rise to this case occurred in this District, and/or because a substantial part 

of the property that is the subject of this action is situated within this District. 

FACTS COMMON TO ALL COUNTS 

16. AMTS is a common-carrier Commercial Mobile Radio Service or "CMRS" (as 

described in FCC Rules) licensed throughout the United States, which provides when in 

operation voice and data communications to customers.3 The AMTS ("Automated Maritime 

Telecommunications Systems") service was created by the FCC to service maritime customers, 

principally along extensive coastal and major navigable inland waterway transportation routes, 

and later expanded to also allow service to customers on land. AMTS was created to serve the 

unique requirements of the transportation sector, including the need for continuous coverage 

3 Herein, "AMTS" is used to mean the AMTS radio service, or of or related to the AMTS radio 

service. In FCC rules and licensing, there are many "radio services" each involving a specific 

group of radio frequencies or band of radio spectrum; particular technical, usage and other rules; 

and particular licensing mechanisms. The AMTS radio service, under FCC rules and orders, was 

established and is maintained primarily for a mobile, two-way wireless service over vast areas 

(first maritime, then expanded to include land) serving transportation-systems involving multiple 

overlapping-coverage transceiver stations (on high buildings, towers or sites), as opposed to 

wireless to fixed end points, or one-way broadcast wireless. AMTS has unique attributes 

especially suitable for "Intelligent Transportation Systems" wireless systems and services, on the 

waterways and on land, further discussed herein. 

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over long distances, and is especially suited in frequency range and quantity and other attributes 

for this service. The expansion to land service noted above includes the Northeast rail and 

roadway corridor, which links Boston and Washington, D.C., and which passes through New 

Jersey, an approximate center. Plaintiff and Defendants have competed for AMTS licenses and 

AMTS-licensed based business along the Northeast Corridor including in the State of New 

Jersey, during the period relevant to this Complaint, and remain in such competition to this day. 

17. There are two types of AMTS licenses that are relevant to this case - Geographic 

Licenses and Site-Based Licenses. The term "Geographic License," within the context of the 

wireless communications industry, refers to a license issued by the FCC to a high bidder in a 

public auction, which authorizes to the licensee exclusive use of specified radio frequencies4 to 

construct and operate wireless telecommunications stations within a. defined wide geographic 

area. In the case of AMTS services, each Geographic License typically encompasses a number 

of whole or partial states. The term "Site-Based License," means a license issued by the FCC on 

a first-come, first-served basis, at no cost (except for nominal application processing fees), prior 

to the time a public auction is held for the associated Geographic License for the same 

frequencies (same in frequency range and bandwidth, also called "co-channel" or "samechannel" frequencies in FCC rules) in a given region. Site-Based Licenses authorize the 

construction and operation of systems only at the specific station locations for which the SiteBased Licensee has applied. Site-Based Licenses are also known in the wireless industry as 

"Incumbent Licenses" (indicating their existence prior to the auction of the larger, surrounding 

co-channel Geographic Licenses). . 

4 Herein, "frequencies" and "spectrum" are used interchangeably, as is common in FCC-licensed 

based regulatory and business communications. Each means a quantity of radio frequencies in 

frequency range and bandwidth. 

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18. Until the first AMTS auction in 2004, all AMTS licenses were Site-Based 

Licenses. Site-Based licensing (for new or expanded Stations)5 was "frozen" by the FCC in or 

about 2000, because the FCC determined that it would transition to Geographic licensing by 

auction. Following the first auction of AMTS Geographic Licenses in 2004, and the second 

auction in 2005, all newly-issued AMTS licenses have been auctioned Geographic Licenses. 

(No new AMTS licenses have been issued after these auctions, inasmuch as all AMTS spectrum 

in the nation was fully licensed via these auctions and the preceding Site-Based licensing 

scheme.) Under the current system, preexisting Site-Based Licenses are afforded certain 

protections in an FCC rule, 47 C.F.R. §8Q.385(b)(l), to continue their Station operations without 

excessively close-spaced co-channel Geographic-Licensed Stations that may cause radio 

interference. The same rule, in another section, 47 C.F.R. §80.385(c), provides that if the SiteBased license (or a Station under the license) is terminated, revoked, or otherwise becomes or is 

found invalid, the spectrum involved "automatically reverts" to the co-channel Geographic 

license in that geographic area. 

19. Plaintiffs are the holders of certain AMTS Geographic Licenses awarded in the 

two FCC AMTS auctions held in 2004 and 2005. These licenses, in the aggregate, cover the vast 

majority of the United States, including the State of New Jersey. In all of New Jersey, Plaintiffs 

hold the maximum, full amount of AMTS spectrum on a Geographic-License basis: both the "A" 

and the "B" blocks of AMTS spectrum, which is 2 MHz in bandwidth combined. Plaintiffs hold 

in full the "co-channel" (same-frequencies, as noted above) AMTS Geographic License spectrum 

6 Under the FCC rule applicable to AMTS, 47 CFR §80.5, a "Station" is defined as: "One or 

more [radio] transmitters or a combination of transmitters and receivers, including the accessory 

equipment, necessary at one location for carrying on radio communication services." 

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in relation to all of the Defendant's Site-Based License Stations in the State of New Jersey 

(including those noted immediately below) and the surrounding areas at all times relevant to this 

Complaint, and to this day. 

20. Defendants are holders arid controllers of Site-Based AMTS Licenses6 located in 

various regions, mostly in and around the major cities along the coast lines, Great Lakes and 

Mississippi River systems, including in the State of New Jersey, with alleged public Commercial 

Mobile Radio Service (CMRS) to most of the State's area and population. For example, PSI 

holds license Call Sign WQA216 for a station that was allegedly constructed at the former World 

Trade Center and that can provide service to areas of New Jersey. MCLM holds license Call 

Sign WRV374 with the following station locations (per the FCC's online license database) in 

New Jersey and New York: station location #15 in Verona, NJ; station location #25 in 

Perrinville, NJ, station location #14 in Selden, NY; station location #18 in Valhalla, NY; and 

. station location #33 at the former One World Trade Center. As FCC AMTS licensees and 

purported operators of stations. Defendants have an obligation to comply with the relevant FCA 

and FCC rules. However, at many, if not all, of their AMTS Stations, Defendants have failed to 

comply with the relevant FCA and FCC rules, as described below. 

21. Because the territories associated with Site-Based AMTS Licenses and 

Geographic AMTS Licenses always overlap (the CMRS service area of a Site-Based AMTS 

Licensed stations is folly contained within the much larger co-channel Geographic License for 

the region), the FCC has formulated rules designed to ensure cooperation between the licensees 

these classes of licenses. In particular, these rules are designed to prevent "co-channel 

interference" (i.e., crosstalk and other interference from multiple radio transmitters using the 

The individual owners of the Defendants have transferred ownership on several occasions, 

making a determination as to the precise ownership of the subject licenses unknown. 

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same frequency). The primary rule the FCC has promulgated provides that the Geographic 

Licensee build and operate stations no closer than a certain range of lawful stations operated 

under a valid co-channel (same frequencies) Site-Based AMTS license. This provides the fixedlocation Site-Based stations (which are not permitted to change their location, antenna height, or 

antenna directionality, if it results in expansion of their service area, or "contour" boundary, in 

any direction) a certain measure of interference protection. This rule (the "Contour Protection 

Rule") is codified at 47 C.F.R. §80.385, which states, in pertinent part: 

b) Subject to the requirements of §1.924 of this chapter, §§80.215(h), and 

80.475(a), each AMTS geographic area licensee may place stations anywhere 

within its region without obtaining prior Commission approval provided: 

(1) The AMTS geographic area licensee must locate its stations at least 120 

kilometers from the stations of co-channel site-based AMTS licensees. Shorter 

separations between such stations will be considered by the Commission on a 

case-by-case basis upon submission of a technical analysis indicating that at least 

18 dB [decibel] protection will be provided to a site-based licensee's predicted 3 8 

dBu signal level contour. The site-based licensee's predicted 38 dBu signal level 

contour shall be calculated using the F(50, 50) field strength chart for Channels 7­

13 in §73.699 (Fig. 10) of this chapter, with a 9 dB correction for antenna height 

differential. The 18 dB protection to the site-based licensee's predicted 38 dBu 

signal level contour shall be calculated using the F(50,10) field strength chart for 

Channels 7-13 in §73.699 (Fig. 10a) of this chapter, with a 9 dB correction factor 

for antenna height differential. 

(emphasis added) 

22. This framework presupposes that Site-Based Licensees will provide certain 

information details to the co-channel Geographic Licensees regarding the current operating 

parameters of the Site-Based Licensee's actual operating stations to enable the Geographic . 

Licensee to calculate the above-described technical case-by-case determination (where said 

Geographic Licensee does not choose to use the more-distant, 120-kilometer spacing described 

in this rule). In addition, based on the FCC "freeze" order (see paragraph 18 above) said current 

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station details can not exceed those of the same stations at the time of the freeze. This 

cooperation principal in this rule is also reflected in FCC rule 47 C.F.R. §80.70(a). 

23. Plaintiffs and Defendants are competitors. Over the past few years and to this 

day, they have been involved in litigation in a number of jurisdictions, including administrative 

litigation before the FCC. In the course of this litigation, the FCC, through its Wireless 

Telecommunications Bureau (the "Wireless Bureau"), has issued several orders specifying the 

minimum standard of cooperation expected from Site-Based Licensees (such as Defendants) and 

Geographic Licensees (such as Plaintiffs) in order to forestall potential interference; issues, and at 

the same time to allow the Geographic licensees. Plaintiffs, effective use of their purchased 

spectrum in the face of refusals by the Site-Based licensees, Defendants, to provide the 

information under Section 80.385(b)(1) (collectively, the "Cooperation Orders"). For example, 

in an April 8,2009 Order by the Wireless Bureau (FCC Order DA 09-793), at footnote 9 

(attached hereto as Exhibit 1), the FCC determined that: 

we expect incumbent AMTS [site-based] licensees to cooperate with [AMTSJ 

geographic licensees in order to avoid and resolve interference issues. This 

includes, at a minimum, providing upon request sufficient information to enable 

geographic licensees to calculate the site-based station's protected contour. This 

is necessary because; a station's predicted 38 dBu [decibel] signal contour is a 

function of its ERP [Effective Radiated Power] ... but the power limit for sitebased AMTS stations in the rules and on their licenses is based on transmitter 

output power rather than ERP ... and determining a station's ERP requires 

additional information, such as antenna gain and line loss. 

See also, FCC Order DA 09-643. {Exhibit 2) at footnote 12 ("AMTS site-based 

incumbents, are expected to cooperate with geographic licensees in order to avoid and resolve 

interference issues ... This includes, at a minimum, providing upon request sufficient 

information to enable geographic licensees to calculate the site-based station's protected 

contour."); FCC Order DA 10-664 (Exhibit 3), at Paragraph 6 ("Indeed, the Division directly 

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addressed this issue, pointing out that AMTS site-based licensees are expected to cooperate with 

geographic licensees in avoiding and resolving interference issues, and that this obligation 

requires, at minimum, that the site-based licensee 'provid[e] upon request sufficient information 

to enable geographic licensees to calculate the site-based station's protected contour.'"). 

{Exhibits 1, 7 and 3 shall be collectively referred to herein as the "Cooperation Orders.") 

24. Plaintiffs' AMTS Geographic Licenses encompass all of the State of New Jersey 

and encompass all of the Defendants' Site-Based AMTS stations in the State of New Jersey, and 

in adjacent States with Service Contours into the State of New Jersey that Defendants currently 

allege are valid and operational. Specifically, Environmentel LLC holds Call Sign WQCP810 

for the North Atlantic B-Block that encompasses New Jersey, and Intelligent Transportation & 

Monitoring Wireless LLC holds Call Sign WQGF310 for the North Atlantic A-Block that 

encompasses New Jersey. Accordingly, under the Contour Protection Rule, Plaintiffs and 

Defendants are obligated to cooperate with one another in accordance with the Cooperation 

Orders to ensure mutual non-interference. 

25. In an effort to comply with 47 CFR §80.3 85(b) and the Cooperation Orders, 

Plaintiffs have on numerous occasions, requested that Defendants MCLM and PSI provide 

Plaintiffs with sufficient information regarding the operating parameters of their stations to 

enable Plaintiffs to calculate the protected contour of these stations. (See, requests for operating 

parameters, collectively attached hereto as Exhibit 4). Defendants have disregarded each of 

these requests, contending they are not required to provide Plaintiffs with this information {See 

Exhibit 5). 

26. Plaintiffs have also requested that the FCC issue an order directing MCLM to 

comply with the Cooperation Orders and the underlying Contour Protection Rule. In response to 

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this request, the Deputy Chief of the Wireless Bureau (who has primary responsibility for AMTS 

licensing matters), by communication dated April 22,2010, indicated that "the Commission will 

not involve itself in matters that licensees are expected to resolve between themselves." (See 

Exhibit 6). As such, Plaintiffs have no other effective administrative recourse before the FCC 

with respect to the Cooperation Orders. . 

27. Defendants' refusal to provide Plaintiffs with information regarding Defendants' 

Site-Based stations' operating parameters is motivated by an anticompetitive purpose and intent 

both to block and restrain Plaintiffs as competitors, and to conceal the fact that these stations 

have not in fact been lawfully constructed and/or lawfully maintained (or have other fatal defects 

noted herein), any of which, if revealed, would result in Defendants' forfeiture of their Site­

. Based licenses to the benefit of Plaintiffs including the licensed stations within the State of New 

Jersey, including under subsections of FCC rules 47 CFR §§ 80.49,1.946, and 1.955, and 

conditions stated on the subject Defendants' licenses. 

28. FCC Rules generally require that when a Site-Based AMTS license is issued, the 

required component stations must be constructed within two years of the granting of the license 

(the ''Construction Period"), or else the license automatically terminates. See 47 CFR §80.49 

("For site-based AMTS coast station licensees, when a new license has been issued or additional 

operating frequencies have been authorized, if the station or frequencies authorized have not 

been placed in operation within two years from the date of the grant, the authorization becomes 

invalid and must be returned to the Commission for cancellation."); see also 47 C.F.R. §§ 1.946, 

1.955. 

29. Additionally, FCC Rules impose certain "coverage" requirements upon SiteBased AMTS licensees, which, among other things, obligate these licensees to construct two or 

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more stations with overlapping radio-service coverage under a certain technical standard (also 

called "continuity of coverage" or "continuity of service coverage"). At times relevant to this 

Complaint, the then-existing version of 47 C.F.R. §80.475(a) also provided that: (i) AMTS . 

applicants who proposed to serve a navigable inland waterway that is less than 150 miles in 

length must serve that waterway in its entirety; and (ii) AMTS applicants who proposed to serve 

a navigable inland waterway that is more than 150 miles in length must provide continuity of 

service along at least 60 percent of the waterway. An AMTS license "automatically terminates, 

without specific [FCC] action," if the coverage requirement is not satisfied by the constructioncoverage deadline (47 C.F.R. §1.946). 

30. In the event a Site-Based AMTS license terminates automatically (if, for example, 

the licensee does not actually construct a component station by the construction deadline, or if 

after valid and timely construction, the station is "permanently discontinued"), the "frequency 

block" associated with this license reverts to the Geographic Licensee under 47 CFR §80.385(c): 

(c) Any recovered frequency blocks will revert automatically to the holder of 

the geographic area license within which such frequencies are included.. Any 

frequency blocks recovered where there is no geographic area licensee will be 

retained by the Commission for future licensing. 

(emphasis added). 

31. Given the scarcity of available spectrum for commercial ventures, 

surrender of licenses that have automatically terminated to the FCC for cancellation is 

essential to prevent unlawful "warehousing" of spectrum. This occurs when a party 

acquires spectrum licenses without the intent to utilize them lawfully (i.e., by 

constructing component stations and providing service under relevant FCC rules) for the 

purpose of preventing competitors from utilizing the licensed band and location, by 

"squatting" on the spectrum until a buyer is found for the spectrum. Spectrum 

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warehousing is forbidden by the FCC's Rules, among other reasons, because it is 

anticompetitive in purpose and effect. Congress and the FCC moved from site-based 

licensing to auctioned geographic licensing, in the Commercial Mobile Radio Services, in 

large part to reduce unlawful and wasteful spectrum warehousing. 

32. Defendants MCLM and PSI's refusal to provide Plaintiffs with the abovenoted legally required information regarding the technical operating parameters of 

Defendants' allegedly-valid Site-Based stations is motivated by Defendants' endeavor to 

block and restrain Plaintiffs, their primary competitors, and conceal a wide-scale 

warehousing scheme undertaken by Defendants in the State of New Jersey and other 

regions of the country, implemented over a decade. 

33. Beginning several years ago, Defendants began applying for and 

obtaining Site-Based AMTS licenses along the coastlines and other waterways 

throughout the United States, including in the State of New Jersey, with stations proposed 

generally in the major urban areas. Defendants' intent in procuring these AMTS licenses 

was not to develop them, but rather to warehouse them. Specifically, Defendants 

intended to make the larger surrounding Geographic Licenses for the same frequencies 

less economically viable to competitors in the upcoming auctions, so that Mobex and PSI 

as the "Incumbent" Station licensees could succeed in the auctions with less competition 

and at lower prices, or so that others succeeding in the auctions would have to deal with 

these Incumbent Station holders, on terms favorable to these Incumbents, for a viable 

regional collection of spectrum (generally, without spectrum over a very large area, 

CMRS, or any modem-day wireless service, is not viable in the competitive market). By 

doing so. Defendants could reap a substantial profit, including by selling or leasing their 

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Site-Based licenses to successful bidders for the adjacent Geographic Licenses that would 

otherwise be encumbered by the Site-Based licenses. 

34. In accordance with this warehousing scheme, Regionet, Mobex (and its 

other predecessors in interest) (and thereafter MCLM) and PSI failed to construct a major 

percentage of the stations that comprised their Site-Based AMTS licenses in the nation 

within the two-year Construction Period mandated by the FCC (and in some cases by an 

extension of that period afforded by the FCC). They also, with regard to a major portion 

of their other Stations, failed to comply with the FCC's coverage requirements for these 

stations (the construction required was to meet this coverage requirement, which also 

included a requirement of "Interconnection" to the Public Switched Network), in each 

case resulting in the automatic termination of these licenses by operation of law. 

35. Thereafter, Mobex, PSI and MCLM (the assignee of Mobex's Site-Based 

AMTS licenses), by and through their principals, attempted to conceal this failure from 

the FCC, the public and Plaintiffs (the Geographic Licensees to which the Site-Based 

spectrum would otherwise revert). Regionet, Mobex, PSI and MCLM, by and through 

their principals, also made a number of false representations (including in public FCC 

filings) regarding their puiported compliance with the FCC's construction and coverage 

requirements and consequent validity of the subj ect licenses, in order to conceal their 

unlawful warehousing scheme. Among other things, these companies, through their 

principals, have repeatedly and falsely represented to Plaintiffs, other competitors, and 

the FCC, that all, or substantially all, of their initially granted AMTS Site-Based licensed 

and component Stations were validly build and kept in permanent operation, including 

providing the required CMRS maritime wireless services, when in fact they were not 

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doing so for a large portion of those licenses and Stations (and possibly all of those 

licenses and Stations). 

36. Beginning in about 1993, at the inception of the AMTS site-based 

licensing system, and continuing thereafter, Mobex (and its predecessors-in-interest) and 

PSI (with Touchtel support) jointly agreed to restrain competition in the Pacific Coast, 

Atlantic Coast, and Great Lakes regions, and thereafter in the Northeast Corridor, by 

coordinating and applying for AMTS site-based licenses at the same time in all regions. 

The purpose and effect of this coordination was to permit Mobex to obtain the "A-Block" 

AMTS spectrum and for PSI to obtain the "B Block" AMTS Spectrum. To this end of 

coordination, several of Defendants' licensed stations were "co-located" at the same 

transmitter location. 

37. In 2000, Havens visited Regionet's headquarters south of Los Angeles, 

CA and met with the two principals in Regionet, Fred Daniel and Paul Van der Hayden. 

Fred Daniel was the owner of Orion Telecom,' which was later acquired by Regionet. In 

their meeting, Mr. Havens was told in certain terms that Regionet had an option on the 

PSI AMTS Licenses. This was relayed to Mr. Havens in the context of Mr. Havens 

discussing how he could apply for inland waterways on the A-block AMTS spectrum. 

Messrs. Daniel and Van der Hayden also mentioned that if Mr. Havens were to also 

apply for B-block AMTS spectrum, he would also have to talk with Regionet. 

38. Also, in 2000, after the meeting with Regionet, Mr. Havens spoke on the 

phone twice with Robert Cooper, who represented PSI, holder of AMTS B-block SiteBased licenses. In one of those calls, Mr. Cooper commented on Regionet having an 

option on the PSI AMTS Licenses. He did not outright deny it, but said that Mr. Havens 

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had to talk with him in any case about any applications that Mr. Havens might be 

considering to submit for new AMTS B-block Site-Based licenses. He also specifically 

said that persons associated with a big company were meeting him that day about buying 

out all of the PSI AMTS spectrum and Regionet spectrum. The meaning of these 

comments in this context is clear: Regionet and PSI were not only cooperating, Regionet 

also had a financial stake in PSI's licenses, an interest required to be disclosed to the 

FCC. Defendants did not disclose this financial interest because it was part of a secret 

scheme and agreement to warehouse licenses and harm competitors and competition. 

39. In May 2000, Mobex and PSI cooperated in requesting an extension of 

time to construct their respective licensed stations for the Great Lakes Region, asserting 

that one of the primary reasons the FCC should grant the extension of time was to permit 

Mobex and PSI to co-locate stations at the same site and share certain system components 

to reduce costs. That purported agreement arose out of the close relationship between 

theprincipalofPSI, Robert Cooper, and the principals of Mobex, John Reardon and 

Michael Monier. In their extension request, Mobex and PSI argued that the extension 

should be granted because it would reduce their costs because they could then share 

facilities and certain equipment in order to provide more cost-effective service to the 

public. . 

40. Defendants' coordination and conspiracy was also evidenced by 

Defendant Regionet and PSI's identical equivocations in certain station construction 

notifications filed with the FCC, associated with their putatively co-located sites, in 

which they stated that they would "commence testing to commence services" "on or 

about" a certain date with respect to many of the facilities associated with the subject 

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licenses. Defendants knew, when making these representations, that "testing had 

commenced" is not a recognized construction status with the FCC. 

41. Defendants' conspiracy was also evidenced by certain other coordinated 

filings made by the Defendants with the FCC. For example, Mobex and PSI jointly 

petitioned (via separate petitions, which nonetheless adopted the same position and 

supported one another) to extend the site-based station protection contour under 47 

C.F.R. §80.385(b)(1). Among the "bases" of these petitions was Mobex and PSI's 

contention that their stations were properly built and operated. Mobex and PSI also 

jointly petitioned the FCC before FCC Auction No. 57 (the first AMTS auction) at the 

start of 2004, to postpone that auction. Again, among the bases for this request was 

Defendants' specific representations that their stations were built and operated. Further, 

in connection with a 2005 AMTS auction, Defendants filed coordinated petitions to deny 

the post-auction applications filed by certain of the Plaintiffs to be granted the licenses 

they won in the auction. ' 

42. The foregoing warehousing scheme was in part exposed in a 2004 FCC 

audit of Mobex's and PSI's AMTS site-based licenses, in the course of which they 

ultimately admitted that their prior representations regarding station construction had 

been false and which resulted in the cancellation of several dozen of Defendants' licenses 

for failure to construct component stations within the FCC's required construction period. 

By way of a single example, in the 2004 AMTS audit, PSI admitted to the FCC that it did 

not build 15 of its 25 Great Lakes stations that: (i) had a 2001 construction deadline; (ii) 

PSI never returned for cancellation prior to the 2004 AMTS audit; (iii) PSI represented as 

being constructed prior to the commencement of the first AMTS auction and (iv) for 

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which PSI submitted renewal applications in year 2003. In the same 2004 audit, MobexN admitted to not constructing over 20 stations along the Pacific Coast that it has 

previously reported as constructed and renewed. 

43. Defendants knew of each other's fraud and agreed to and facilitated it. 

Among other reasons, by virtue of their alleged co-location, Defendants would have had 

radio equipment in the same building visible to each other. Therefore, if one Defendant 

did not build at the co-located site, then the other Defendant would have known that fact. 

44. Defendants' derogation of their responsibilities under the Cooperation 

Orders is a vehicle by which they perpetuate their warehousing scheme. Defendants 

recognize that if they were forced to provide the operating parameters of their Site-Based 

AMTS stations, they would ultimately be forced to acknowledge that many of these 

stations do not currently exist or never existed, or were unlawfully constructed or 

operated, or fell short of the required constructed coverage, and thus, in all such cases, 

that under FCC rules the frequency blocks associated with these Site-Based licenses 

revert to Plaintiffs as the co-channel Geographic Licensees. 

45. As a result of Defendants' unlawful warehousing scheme, as outlined 

herein, Plaintiffs have been blocked and restrained in use of their AMTS license 

including for transactions with passenger rail carriers, including Amtrak, as well as 

carriers in Boston and the State of New Jersey. 

COUNTI 

(Claim for a Mandatory Injunction Under 47 U.S.C. §401(b)) 

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46. Plaintiffs restate and re-allege Paragraphs 1 through 45 hereof, as if more 

fully set forth herein. 

47. The Cooperation Orders and 47 C.F.R. §80.385 (the subject of the 

Cooperation Orders), individually and/or collectively, are "Order[s] of the Commission 

other than for the payment of money" as that term is defined in 47 U.S.C. §401(b). The 

Cooperation Orders were made and duly served and publicly noticed pursuant to a proper 

delegation of authority by the FCC to the Wireless Bureau, and §80.385 was properly 

enacted by the full Commission of the FCC. Accordingly, pursuant to 47 U.S.C. 

§155(c)(3), the Cooperation Orders and §80.385 have the same force and effect as Orders 

of the FCC. 

48. The Cooperation Orders were regularly made and duly served, and are 

final and binding. 

49. The Cooperation Orders require incumbent "AMTS licensees to cooperate 

with geographic licensees in order to avoid and resolve interference issues." As noted by 

the FCC, this requirement "includes, at a minimum, providing upon request sufficient 

information to enable geographic licensees to calculate the site-based station's protected 

contour." As such, the Cooperation Orders require Site-Based Licensees, and in . 

particular Defendants, to take particular, specific, concrete action. 

50. In an effort to comply with 47 CFR §80.385 and the Cooperation Orders, 

Plaintiffs have on numerous occasions requested that Defendants MCLM and PS I 

provide Plaintiffs with sufficient information regarding the actual operating parameters of 

Defendants' Site-Based AMTS stations to enable Plaintiffs, as Geographic AMTS 

Licensees in this region; to calculate the protected signal contour of Defendants' Site256074 1.DOC 22 

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Based stations. Defendants have flouted each of these requests. As such. Defendants 

have disregarded and failed to comply with the Cooperation Orders, an order of the FCC. 

51. There is no prescribed administrative remedy that must be exhausted with 

respect to the Cooperation Orders. Furthermore, the FCC has expressly indicated its 

intent "not to involve itself with respect to the enforcement of the Compensation Orders. 

. 52. Plaintiffs have been injured by Defendants' failure to comply with the 

Cooperation Orders. This failure impedes Plaintiffs from using their AMTS Geographic 

Licenses in many major markets in the nation, including in the State of New Jersey, and 

from the economic opportunities (and for Skybridge, the charitable opportunities as well) 

said spectrum would provide (including specific major available transactions) had the 

spectrum not been blocked. 

53. Additionally, Defendants have failed and refused to comply with 47 

C.F.R. §80.385(c), which provides for the automatic reversion to Geographic Licensees 

of any recovered frequency blocks, in this case, reversion to Plaintiffs AMTS 

Geographic Licenses. As alleged herein, Defendants have failed and refused to notify the 

FCC of the automatic termination of their licenses by operation of law for failure to 

construct associated stations (or for other fatal-defect reasons noted herein: lack of 

required coverage, unlawful construction and operation that does not count as valid, 

permanent discontinuance, etc.) and, in so doing, have sought to undermine the purpose 

of §80.385(c). 

54. Furthermore, Defendants, or some of them, have violated: (i) FCC rules, 

regulations and procedures requiring AMTS licensees to make annual filings, and 

accurate disclosures on FCC Form 499A with the Universal Service Administrative 

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Company and to make contributions to such fund based on a percentage of Defendants' 

revenues; (ii) FCC rules, regulations and procedures requiring AMTS licensees to make 

accurate filings on FCC Form 601 when seeking eligibility for certain bidding 

preferences under FCC rules; and (iii) FCC rules, regulations and procedures which 

require licensees to fully and accurately disclose license applications and licenses that 

have been denied and/or revoked. 

COUNT II 

(Violations Under the FCA §§201(b), 301,308,309(j), 312 and 503, 

FCC Rules §§1.2101,1.9001,1.17,1.65,1.903 1.917(c), 1.919 and 1.948, and related FCA 

and FCC Rule Sections) 

55. Plaintiffs incorporate by reference the allegations of all preceding 

paragraphs as though fully set forth herein. 

56. Defendants are "common carriers" under 47 U.S.C. §206, insofar as they 

are "engaged as a common carrier for hire, in interstate or foreign communication by 

wire or radio," and otherwise in accordance with the statutory definitions set forth in 47 . 

U.S.C. §§153(10) and 332(c)(1)(A). In addition, Defendants have alleged before the 

FCC and the market to operate lawful AMTS Stations which are by rule classified as 

among "Public Coast" common-carrier CMRS described in 47 C.F.R. §20.9(a)(5). 

57. Defendants, as common carriers, knowingly violated FCA §§201(b), 301, 

308,3090), 312 and 503, and FCC Rules §§1.2101,1.9001,1.17, 1.65,1.903 1.917(c), 

1.919 and 1.948, along with other related FCA and FCC Rules, by, among other things: 

(a.) Hoarding and warehousing AMTS licensed spectrum when Defendants 

did not intend to, knew they could not, and did not, comply with their obligations 

to timely, and lawfully construct (with the required coverage, Interconnection, 

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etc.) and keep in permanent operation the above-described licenses and 

component Stations; 

(b.) Falsely representing to the FCC, the market, and other parties that certain 

Stations had been or would imminently be timely constructed and operated to 

serve the public, and thereafter falsely representing to the FCC, the market and 

other parties actual lawful construction and operation; 

(c.) Deliberately failing, for years after Defendants' licensed Stations 

automatically terminated due to the reasons noted above, to report such 

termination to the FCC as required, in order to permit the FCC to cancel these 

Station licenses in the FCC public licensing database, which would have (i) 

before the above-noted FCC auctions, allowed Plaintiffs to apply for the spectrum 

involved in applications for Site-Based licenses, and (ii) after Plaintiffs obtained 

their Geographic licenses in the two AMTS auctions, resulted in the above-noted 

automatic reversion of said spectrum to Plaintiffs' Geographic licenses, 

(d.) Falsely representing to the FCC and other parties that Defendants had 

complied with their obligation to provide overlapping, continuous coverage (also 

sometimes called "continuity of coverage") along required percentage lengths of 

the waterways subject of the licenses, when in fact they failed to do so, and, by 

such false representation, evading automatic termination of the subject licenses 

and all component Station licenses; 

(e.) Falsely representing to the FCC and other parties that Defendants were 

providing required service to maritime users; 

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(f.) Falsely representing to the FCC and other parties that Defendants used 

Station equipment that complied with all FCC requirements for AMTS, including 

for the required Interconnection, failing which the licenses and component 

stations were unlawful operations that did not count toward meeting the 

construction and permanent-operation requirements note above; 

(g.) Renewing licenses that had terminated and operating Stations without a 

valid FCC license, and failing to disclose these unlawful actions to the FCC and 

the public; . 

(h) Operating Stations that were unlawfully moved to new locations, and/or 

whose transmit antenna height was unlawfully increased, resulting in unlawful 

expansion of the Station's service contour, and not reporting the unlawful 

operations and the invalidation of the licenses involved for cancellation to the 

FCC; and 

(i) Other violations of the FCA and FCC rules. 

58. The foregoing violations are actionable, among other reasons, because 

false or fraudulent misrepresentations and actions such as those undertaken by 

Defendants as alleged herein have been deemed by the FCC to be "unjust and 

unreasonable" practices and therefore "unlawful" practices under the FCA, including 

under §201(b), for which a cause of action lies against Defendants pursuant to 47 U.S.C. 

§§206 and 207. 

59. As a result of the foregoing violations by Defendants, Plaintiffs were 

damaged in a number of ways, including as follows: 

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(a.) Plaintiffs were blocked and continue to be blocked in a large number of he 

major urban areas of the nation, and in other areas, in use of their AMTS licenses 

by Defendants' violation of the Cooperation Orders and the underlying Contour 

Protection Rule, as described above. As described herein, Plaintiffs obtained at 

FCC auctions AMTS Geographic Commercial licenses that, under the FCA and 

FCC rules, provide rights to use the exclusive spectrum involved for lawful 

profitable purposes (and for Skybridge, its nonprofit purposes) - protected from 

unlawful blocking or exploitation by others including Defendants as they have 

done, as described herein; 

(b) Plaintiffs were not able to seek, obtain, and use for various economic 

advantages the AMTS spectrum to which Plaintiffs were entitled in the 

Defendants' Licenses that had fully or in part terminated by operation of law and 

should have been surrendered by Defendants. Some of this spectrum would have 

been available for Plaintiffs to apply for prior to the suspension of the Site-Based 

licensing system, and other spectrum, when "automatically terminated, would 

have "automatically reverted" to Plaintiffs by operation of law; 

(c.) Plaintiffs' efforts to pursue and obtain certain financing in connection with 

their participation in the two AMTS auctions, as well as their endeavors to . 

negotiate favorable relations with equipment vendors, joint-venture candidate 

companies, end users of licenses and licensed systems, and others, were interfered 

with and delayed by the unlawful actions of Defendants described herein, 

resulting in damage to Plaintiffs; 

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(d.) Plaintiffs have been delayed in, and/or prevented from, attempting, 

securing and closing certain license spectrum-sale and license-lease opportunities 

(i.e., sales and leases by Plaintiffs to third parties of Plaintiffs' valid licenses or 

portions thereof), and for Skybridge, said restraint involves its nonprofit support 

of government agencies and other nonprofit business; 

(e.) Plaintiffs have incurred substantial legal and other costs in their attempts 

to mitigate and avoid the damages caused by Defendants' actions and omissions 

. set forth herein. 

(f) In addition. Defendants caused other damages to Plaintiff by other 

violations of FCC rules and the FCA, as described herein. 

60. As a result of the foregoing, Plaintiffs' ability to secure economic 

advantages arising out of relations with the FCC and the other parties, which is essential 

to Plaintiffs' wireless business, has been undermined and delayed. Had Defendants acted 

in compliance with their legal obligations," Plaintiffs had the financial and other capability 

to and would have: (i) applied for and obtained the AMTS spectrum in the Defendants' 

Licenses; (ii) placed this spectrum into operation via stations, leases, sales, and other 

uses; and (iii) succeeded in securing other economic advantages in relation to the FCC, 

equipment companies, potential financers, and others in the wireless industry. 

61. Due to Defendants'actions and omissions, Plaintiffs were precluded from 

seeking and. obtaining from the FCC the spectrum in the Defendants' FCC Licenses, from 

the time Plaintiffs were formed, until the time the FCC eliminated any possibility of 

seeking such spectrum by freezing all licensing in the AMTS service for a period of time 

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prior to the institution of its new exclusive method of AMTS licensing via the 

Geographic License auction system. 

62. As a direct and proximate result of Defendants' interference, Plaintiffs 

incurred damages in an amount to be proven at trial. 

63. Because Plaintiffs have been directly and indirectly damaged as a result of 

Defendants' conduct, including via the loss of payments to Plaintiffs they are entitled to under 

the FCA and FCC rules, as holders of exclusive-spectrum AMTS Geographic licenses, by virtue 

of (i) Defendants' unlawful blocking of Plaintiffs by violation of the Cooperation Orders and the 

underlying Contour Protection Rule; and (ii) Defendants' unlawful retention and use of AMTS 

Site-Based Licenses and component Station licenses whose associated spectrum would otherwise 

have reverted to and been part of Plaintiffs' exclusive Geographic Licenses, Plaintiffs may 

maintain a suit for damages in this Court pursuant to FCA §§206 and 207: 

COUNT III 

(Violation of the Sherman Act 15 U.S.C. §§1 and 2 ) 

64. Plaintiffs incorporate by reference the allegations of all preceding paragraphs as 

though fully set forth herein, and, in particular, paragraphs 22-39 (describing the scope of 

Defendants' agreements and conspiracies). 

65. Defendants have violated Section 1 of the Sherman Act, by contracting, 

combining and/or conspiring, in unreasonable restraint of trade or commerce among the several 

states, in the AMTS market, as evidenced by the wrongful concerted acts described herein, 

including but not limited to: 

(a.) Hoarding and Warehousing licenses when Defendants knew or should 

have known that they could not and did not comply with their obligation to timely 

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construct licensed stations and provide required coverage and service to the 

public; 

(b.) Falsely representing to the industry, and in filings with the FCC which 

were intended to be seen and relied upon by potential competitors and others in 

. the industry, that certain stations had been or would imminently be timely 

constructed and operated to serve the public, when in fact they were not, would : 

not be, and were never intended to be 

(c.) Deliberately failing, for years after licensed stations automatically 

terminated due to Defendants' failure to timely construct stations, to report such 

failure and termination to the FCC, as required for FCC cancellation of the station 

licenses; 

(d.) Falsely representing to the industry, and in filings with the FCC which 

were intended to be seen and relied on by potential competitors and others in the 

industry, that Defendants had complied with their obligation to provide 

overlapping, continuous coverage along certain minimum lengths of waterways 

when in fact they failed to do so, including since Defendants had 

not constructed many of the stations they were required by their licenses to 

construct, thereby inducing customers and potential customers from doing 

business with Plaintiffs; 

(e.) Falsely representing to the FCC and other parties that Defendants were 

providing required service to maritime users; 

(f.) Falsely representing to the FCC and other parties that Defendants used 

systems that complied with all FCC requirements for AMTS; 

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(h.) Renewing licenses that had terminated, operating stations without any 

FCC license, and failing to disclose these unlawful actions to the FCC and public; 

66. These acts were undertaken pursuant to an agreement, express or tacit, 

between the Defendants. 

67. These acts produced anti-competitive effects within the relevant 

geographic market for AMTS, are manifestly anticompetitive and constitute a per se 

violation of the Sherman Act. 

68. Defendants' concerted actions have proximately resulted in Plaintiffs' 

injury. For example. Defendants, by falsely representing construction status and 

coverage, intercommunications, antenna site leases and other aspects of service, have 

discouraged potential and existing customers of Plaintiffs from consummating spectrum 

. transactions. Specifically, as a result of Defendants' warehousing scheme, as outlined 

herein, Plaintiffs have been prevented from consummating transactions with passenger 

rail carriers, including Amtrak, as well as carriers in Boston and the State of New Jersey. 

69. The injury sustained by Plaintiffs as a result of Defendants' unlawful 

actions as alleged herein is of a type the antitrust laws were intended to prevent and flows 

from that with which makes the Defendants' actions unlawful. This unlawful activity also 

had a wider impact on the relevant AMTS market. . . 

. 70. In doing the acts described above. Defendants combined and conspired 

with one other for the unlawful purpose of unreasonably restraining trade or preventing 

competition in the relevant AMTS markets. . 

71. Additionally, Defendants have violated Section 2 of the Sherman Act, 

including under the "Essential Facilities Doctrine," by their clear, sustained refusal to 

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provide the threshold essential information that Plaintiffs need to enable them to plan, 

build and operate their Geographic AMTS licensed stations: the operating details of 

Defendants' AMTS Site Based licensed stations under FCC Rule §80.385(b)(1) and the 

Two Cooperation Orders. Defendants have sole access to this information (the 

"Operations Detail Information"), and Plaintiffs have no independent ability practically 

or reasonably to obtain this information on their own or from any third party. Moreover, 

it was feasible, and indeed it would have been easy and inexpensive, for Defendants to 

provide the Operations Detail Information to Plaintiffs. Defendants' violation was 

deliberate, ongoing, and was specifically intended to injure its rival competitors 

(Plaintiffs), and to allow Defendants to maintain unlawful, invalid FCC licenses and 

stations. Defendants have denied the Operations Detail Inforaiation to their primary 

competitors (Plaintiffs) in order to control the market and business in the AMTS radio 

service including for Intelligent Transportation Services, and did so in violation of the 

two Cooperation Orders and 47 C.F.R. §80.385(b)(l). 

72. Access to the Operations Detail Information is an ongoing essentialservice requirement. It is clearly essential under FCC rules and for practical radiointerference and related time, cost and quality-of-service reasons, for reasons described 

above. 

73. Accordingly, as injured parties, Plaintiffs may seek damages from 

Defendants pursuant to 15 U.S.C. §15. 

REQUEST FOR RELIEF 

WHEREFORE, Plaintiffs respectfully request that this Court: 

(a) As to Count One, issue an Order directing Defendants, and those under their 

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control, to comply with the Cooperation Orders and 47 C.F.R. §80.385(b)(l), and specifically 

requiring Defendants to provide to Plaintiffs the required information to enable Plaintiffs to 

calculate the protected contour of Defendants' Site-Based AMTS stations and thus the portions 

of Plaintiffs' same-channel Geographic licenses they may use, along with an award of attorneys' 

fees and costs; 

(b) As to Count Two, enter a judgment for monetary damages in favor of Plaintiffs 

and against Defendants and any entities to whom Defendants may have transferred assets to 

avoid satisfying the judgment, jointly and severally, in an amount to be proven at trial, along 

with an award of attorneys' fees and costs and prejudgment interest; 

(c) As to Count Three, enter a judgment for monetary damages in favor of Plaintiffs and 

against Defendants and any entities to whom Defendants may have transferred assets to avoid 

satisfying the judgment, jointly and severally, in an amount to be proven at trial, along with an 

award of attorneys'fees and costs. 

Dated February 18,2011 ' 

Respectfully submitted, 

Is/ R.N. Rendai Richards 

R.N. Tendai Richards 

WINNE, BANT A, HETHERINGTON, 

BASRALIAN & KAHN, P.C. 

21 Main Street 

Court Plaza South / East Wing 

Hackensack, NJ 07601 

Patrick J. Richard 

prichard@nossaman.com 

50 California Street, 34th Floor 

San Francisco, CA 94111 

Tel: 415.398.36007 Fax: 415.398.2438 

Attorneys for Plaintiffs 

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