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IIIIIIIIIIIIIIIIIIIIIIII GALLAGHER a KENNEDY 00000 7 7085 RA 4vr4 ii 55; 1 9 .. 8? 2; '$. H 4 I *F ! . 3 $r- F :. ;: g ».l 11 4 . '44 . .. f. 1 .* »r'" . T ' IIIIIIIIIIIIIIIIIIIIIIII GALLAGHER a KENNEDY 00000 7 7085 RA. LAW OFFICES 2s75 EAST CAMELBACK ROAD pHoEnix, ARlZONA 85016-9225 MICHAEL M. GRANT PHONE! (602) 530-8000 DIRECT DIAL: (602) 530-8291 FAX: (602) 530-8500 E-MAIL: [email protected] WWW.GKNET.COM September 21, 2007 . _ _ Arizona Comorzmon CommIssIon DO C KETL.,L.. HAND DELIVERED SEP 21 2007 Docket Control .._,,,.,,,.-_.... DOCKETE.. LJ aw ! Arizona Corporation Commission 1200 W. Washington \Y\ Phoenix, AZ 85007 Re : Premerger Notu9cation and Report Hart-Scott-Rodino Filing ("HSR Filing ") with the United States Department ofJastice ("DOJ") in relation to AT&T's Acquisition of Dobson Communications Corporation ("Dobson "),. Docket Nos. T-02428A-07-0453, T-03346A-07-0453, T-03] I 6A-07-0453, T-03016A-07-0453 and T-03287A-07-0453 Dear Sir/Madam: Enclosed are the original and 21 copies of non-confidential documents which were included in the HSR Filing made by AT&T Inc. with the DOJ on July 20, 2007 in relation to AT&T's acquisition of Dobson. The HSR Filing is confidential under Section 7A(e) of the Clayton Act and is exempt from disclosure under the federal Freedom of Information Act. However, certain of the documents submitted to the DOJ are also tiled with the Commission. Very truly yours, GALLAGHER & KENNEDY, P.A. I By: :=> P"-J ¢:::::» Michael M. Grant G r c:::;1» o n J :n MMG/p lp C`1- t./3 m 17840-10/1649107 £"r*¥ "CD CO Enclosures Y"-J -n- rm Original and 21 copies filed with Docket 3> 2 ¢ » » - u n m Control this 21St day of September, 2007. an-sus CJ <3 cc (w/enclosures): Pamela Genung, Utilities Division (delivered) U"l Execution Copy AGREEMENT AND PLAN OF MERGER a mong DOBSON COMMUNICATIONS CORPORATION, AT&T INC. and ALPINE MERGER SUB, WC. dated as of lune 29, 2007 NY 12534:f80088 AT&T 3(d). 1 TABLE OF CONTENTS ARTICLE I THE MERGER; CLOSING; EFFECTIVE TIME 1.i. The Merger... 1.2. Closing .. 2 1.3. Effective Time . .2 ARTICLE II CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE SURVTVING CORPORATION 2. l. The Certificate of Incorporation .. .2 2.2. The By-Laws.. 2 ARTICLE III DIRECTORS AND OFFICERS 3.1. Directors of Surviving Corporation .. _2 3.2. Officers of Surviving Corporation.. ..2 ARTICLE IV EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES 4.1. Effect on Capital Stock.. .3 4.2. Exchange of Certificates for Shares.. .4 4.3. Adjustment to Prevent Dilution .. .6 4.4. Company Stock Based Plans.. .6 ARTICLE V REPRESENTATIONS AND WARRANTIES 5.1. Representations and Warranties of the Company.. 5.2. Representations and Warranties of Parent and Merger Sub .. ARTICLE VI ' | COVENANTS 6.1. Interim Operations, .25 6.2. Acquisition Proposals.. .29 6.3. Information Supplied.. .31 6.4. Filings, Other Actions, Notification. .32 65, Access, Consultation.. .34 NYl2534;180088 6.6. Stock Exchange De-listing/De-registration .34 6.7. Publicity.................. .34 6.8. Employee Benefits.. 6.9. Expenses .35 6.10. Indemnification, Directors' and Officers' Insurance... .......36 6.1 I. Regulatory Compliance... 6.12. Takeover Statute ._ .38 6.13. 700 MHz Auction 6.14. Control of the Company's or' Parent's Operations... .38 6.15. Section .38 6.16. Treatment of Certain Notes.. .....38 6.17. Series F Preferred.... 6.18. Notice to Stockholders.................................... .4 l 6.19 Potential Sale of lnterests..... .41 ARTICLE VII CONDITIONS 7.1. Conditions to Each Party's Obligation to Effect the Merger... .4 I 7.2. Conditions to Obligations of Parent and Merger Sub..... ...42 7.3. Conditions to Obligation of the Company -43 ARTICLE VIII TERMINATION 8.1. Termination by Mutual Consent .44 8.2. Termination by Either Parent or the Company... ..44 8.3. Termination by the Company . 8.4. Termination by Parent................................ -...45 8.5. Effect of TerInination and Abandonment. ..45 ARTICLE IX MISCELLANEOUS AND GENERAL 9.1. Survival ..46 9.2. Modification or Amendment.. 1|¢|¢|aq14444n¢1¢|¢¢¢»¢||n¢¢»¢¢o4g¢|a¢u»¢¢¢»46 9.3. Waiver.. ...46 9.4. ..46 9.5. GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL.. 46 9.6. Notices 9.7. Entire Agreement ......48 9.8. No Third Party Beneficiaries .....48 9.9. Obligations of Parent and of the Company........ .48 9.10. Severability .__.49 9.11. Interpretation... 49 9.12. Captions .. 4i- NYl2534:l80088 9.13. Assignment .. ~.49 Exhibit A Form Joint Bidding Agreement .. .A-I -iii- \ NYI2534:180088 l INDEX OF DEFINED TERMS l Defined Term Section Acquisition Proposal., 6.2(b) Agreement.. Preamble Audit Date.. 5.1(@)(i) Bankruptcy and Equity Exception .. 5-I(c)(i) By-Laws.. 2.2 Certificate.. 4.l(a) Certificate of Merger... 1.3 Charter.. 2. I Class A Common Stock.. 5. 1(b) Class B Common Stock .. 5. 1(b) Class C Common Stock . 5.l(b) Class D Common Stock.. 5. I(b) Closing .. 1.2 Closing Date... 1.2 Code . 4.2(h) Common Stock Unit . 5.l(b ) Communications Act . 5.1(d)(i) Communications Licenses . 5.l(i)(ii) Company.. Preamble Company Compensation and Benefit Plans.. 5.l(h)(i) Company Disclosure Letter .. 5. l Company Employees .. 5.l(h)(i) .Company Licenses .. 5.l(i)(ii) Company Material Adverse Effect .. 5.l(a) Company Option.. 4.4(a) Company Preferred Shares .. 5. 1(b) Company Reports.. 5-1(6)(i) Company Requisite Vote .. 5 .l(c ) Company Restricted Share.. 4.4(b) Company Share.. 5 .l(b ) Company Shares .. 5 .l(b ) Company Stock Plans .. 5. l(b) Computer Software .. 5. 1(0)(i) Confidentiality Agreement... 9.7 Contamination.. 5. Lu) Contracts . 5.l(d)(ii) Costs.. 6. l0(a) Current Premium.. 6.10(c) Debt Offers.. 6. l6(a) Dissenting Shares.. 4-2(8) Dissenting Stockholders.. 4.l(a) D&4 Insurance . 6. I0(c) -iv- NY I 25342180088 1 Defined Term Section D&O POllCl6S......._,.. 5. l(q) Effective Time 1.3 Environmental Law.. 5. 1(1) 5-1(h)(i) ERISA Affiliate . 5. 1(h)(iii) ER1SA Plan.. 5.l(h)(ii) Exchange Act.. 5.1(€)(i) Exchange Fund 4.2(a) Excluded Company Share..... 4. l(a) Excluded Company Shares 4. l(a) FAA 5.l(i)(ii) FAA Rules 5.I(i)(iv) 5.l(d)(i) FCC Licenses......... 5.l(i)(ii) FCC Rules . 6.11(a) Final C)rder............... 7.2(d) 5.l(e)(iii) Governmental Consents .. 7. 1(0) Governmental Entity.. 5-1(d)(i) Hazardous Substance .. 5.l(l) HSR 5. I (b) Indebtedness 6. l6(a) Indemnified Parties.. 6. 10(a) Information Statement 6.3(a) Information Technology 5.I(o)(ii) Intellectual Property 5.1(o)(iii) IRS _ 5.l(h)(ii) 5-1(i)(i) Licenses.. 5. I(i)(i) 5. l (b) Material Contracts......... Merger.. 5.l(j)(i)(O) Recitals Merger Consideration . 4. 1(a) Merger Preamble NASDAQ 5.l(e)(ii) OGCA LI Offer Documents... 6. l6(b) 7. 1(d) Parent Preamble Parent Disclosure Letter................................ 5.2 Paying Agent....... 4.2(a) Pension . 5. 1(h)(ii) Person.. 4.2(b) Potential Sale Interest . 6. 19 V ny12534:!80088 Defined Term Section Redemption Date . 6. 17 Redemption Notice .. 6. 17 Regulatory Material Adverse Effect .. 6.4(a) Representatives .. 6.2(a) Required Governmental Consents .. 7. 1 (c) Sarbanes-Oxley .. 5. l(e)(i) SEC . 5. 1(€)(i) Securities Act.. 5. 1 (e)(i) Series F Preferred.. 5. I (b) Special Committee.. Recitals State Licenses.. 5 . I (i)(ii) Subsidiary .. 5. l(a) Superior Proposal.. 6.2(b) Surviving Corporation .. I. I Takeover Statute . 5. I(k) Tax _ 5 . I(m) Tax Return . 5 . I (m) Taxable., 5. l(m) Taxes . 5. l(m) Termination Date . 8.2 Termination Fee.. 8.5(c) U certificated Company Share.. 4.1(a) \ -V\- ny12534:1s0088 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of june 29, 2007, among DOBSON COMMUNICATIONS CORPORATION, an Oklahoma corporation (the " Company"), AT&T INC., a Delaware corporation ("Parent"), and ALPINE MERGER SUB, INC., an Oklahoma corporation and a wholly owned Subsidiary of Parent ("Merger Sub"). RECITALS WHEREAS, the respective Boards of Directors of each of the Company and Merger Sub have, by resolutions duly adopted, declared that the merger of Merger Sub with and into the Company (the "Merger") upon the temps and subject to the conditions set forth in this Agreement and the other transactions contemplated by this Agreement are advisable, and the respective Boards of Directors of the Company, Parent and Merger Sub have approved this Agreement and Parent has determined that entering into this Agreement is in the best interest of its stocldiolders, WHEREAS, a special committee of the Board of Directors of the Company (the "Special Committee") has (i) determined that the Merger upon the terms and subject to the conditions set forth in this Agreement and the other transactions contemplated by this Agreement are advisable and are in the best interest of the Company's stocldiolders and (ii) recommended that the Board of Directors of the Company approve this Agreement and declare advisable the Merger upon the terms and subject to the conditions set forth in this Agreement, WHEREAS, as an inducement to and a condition of Parent's willingness to enter into this Agreement, a stockholder of the Company whose share ownership in Company Shares constitutes more than a majority of the voting power of the outstanding capital stock of the Company entitled to vote on this Agreement will be providing its written consent approving and adopting this Agreement and the transactions contemplated hereby, which consent is sufficient to obtain the Company Requisite Vote, and WHEREAS, the Company, Parent and Merger Sub desire to make certain representations, warranties, covenants and agreements specified herein in connection with this Agreement.
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