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IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MINNESOTA


UNITED STATES OF AMERICA and    
STATE OF MINNESOTA,

                  Plaintiffs,

                  v.

ALLTEL CORPORATION and
MIDWEST WIRELESS HOLDINGS L.L.C.,  

                  Defendants.

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JOINT MOTION TO MODIFY
FINAL JUDGMENT

Case No. 06-3631 (RHK/AJB)

Filed 10/30/2008


Plaintiffs, United States of America and the State of Minnesota, and defendants, Alltel Corporation and Midwest Wireless Holdings L.L.C.,(1) jointly move this Court under the Federal Rules of Civil Procedure 60(b)(5) and Section XII of the Final Judgment entered in this matter (the "Final Judgment"), to modify the Final Judgment to allow Verizon Communications Inc. ("Verizon") to temporarily combine the mobile wireless businesses that the Final Judgment sought to keep under separate ownership before redivesting them pursuant to the procedures set forth in the proposed Modified Final Judgment and proposed Preservation of Assets Order.

As stated in Memorandum of Plaintiff United States in support of this Joint Motion, in the view of plaintiff United States, the proposed modification is in the public interest. Plaintiff United States has agreed to the modification subject to defendants' and Verizon's compliance with the proposed Modified Preservation of Assets Order and proposed Modified Final Judgment pending their entry.

A proposed Order Granting the Joint Motion to Modify Final Judgment and a proposed Modified Final Judgment are being transmitted electronically to the Court.

Dated: October 30, 2008 Respectfully submitted,


FOR PLAINTIFF UNITED STATES

FRANK J. MAGILL, JR.
United States Attorney

Greg Brooker
Assistant U.S. Attorney
Attorney I.D. No. 166066
600 U.S. Courthouse
300 South Fourth Street
Minneapolis, MN 55415
(612) 664-5600
Facsimile: (612) 664-5788

__s/_Hillary B. Burchuk
Hillary B. Burchuk
Lawrence M. Frankel
Jared A. Hughes
Attorneys, Telecommunications & Media
    Enforcement Section
Antitrust Division
U.S. Department of Justice
City Center Building
1401 H Street, N.W., Suite 8000 Washington, D.C. 20530
(202) 514-5621
Facsimile: (202) 514-6381

FOR DEFENDANTS ALLTEL
CORPORATION AND MIDWEST
WIRELESS HOLDINGS L.L.C.

William L. Killion (No. 55700)
Faegre & Benson LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402-3901
(612) 766-7671
Facsimile: (612) 766-1600

__s/_Jeffrey A. Jaeckel
Jeffrey A. Jaeckel
Morrison & Foerster LLP
2000 Pennsylvania Avenue, N.W.
Suite 5500
Washington, D.C. 20006-1888
(202) 778-1440
Facsimile: (202) 887-0763



FOR PLAINTIFF STATE OF MINNESOTA

LORI SWANSON
Attorney General
State of Minnesota

_______________/s/Kristen M. Olsen
KRISTEN M. OLSEN
Assistant Attorney General
Atty. Reg. No. 30489X

445 Minnesota Street, Suite 1200
St. Paul, Minnesota 55101-2130
(651) 296-2921
Facsimile: (651) 282-5437

  

FOOTNOTES

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.