PUBLIC VERSION

Counsel for DIRECTV, LLC and AT&T Services, Inc.

PUBLIC VERSION

after

still

per se

See

See

PUBLIC VERSION

per se

per se

See

See id.

See Northwest Broad., L.P. v. DIRECTV, LLC

PUBLIC VERSION

not

Mediacom Commc’ns Corp. v. Sinclair Broad. Grp., Inc.

PUBLIC VERSION

Still

PUBLIC VERSION

PUBLIC VERSION

PUBLIC VERSION

PUBLIC VERSION

See

See

PUBLIC VERSION

still See

See

See

per se see

id.

PUBLIC VERSION

id.

per se

See

See

PUBLIC VERSION

See

Implementation of the Satellite Home

Viewer Improvement Act of 1999; Retransmission Consent Issues: Good Faith Negotiation and

Exclusivity Good-Faith Order see

See

PUBLIC VERSION

See Good-

Faith Order

See

See id.

PUBLIC VERSION

See

See

See About KBTV

See About WSTR

See About WPMIAbout WJTC

See About WHAMAbout CW Rochester

See About KMYS

PUBLIC VERSION

See

See

See

PUBLIC VERSION

See

See

See

See

PUBLIC VERSION

See

See

See e.g. About WHAM

See supra

See

PUBLIC VERSION

See

See

Id.

PUBLIC VERSION

PUBLIC VERSION

See

PUBLIC VERSION

See

See

See

See

PUBLIC VERSION

See

See

See

See

See

PUBLIC VERSION

See

See

See

PUBLIC VERSION

See

See

See

PUBLIC VERSION

See

Still

See

See

See

PUBLIC VERSION

See

See

See

PUBLIC VERSION

See

See

See

See

PUBLIC VERSION

see

per se

See

per se

per se

Good-Faith Order must participate

Good-Faith Order

affirmative participation Id.

PUBLIC VERSION

per se

Optical Telecomms., Inc.

PUBLIC VERSION

each

eventually

reasonable times

unreasonably delays per se

specific context

Coastal Television Broad. Co. LLC

PUBLIC VERSION

Good-Faith Order

Id.

per se See

per se

PUBLIC VERSION

Good-Faith Order

Id.

PUBLIC VERSION

Northwest Broad., L.P. v. DIRECTV, LLC

See Mediacom Commc’ns Corp. v.

Sinclair Broad. Grp., Inc.

Good-Faith Order

PUBLIC VERSION

Good-Faith Order

PUBLIC VERSION

Good-Faith Order

after

See

PUBLIC VERSION

See Good-

Faith Order

PUBLIC VERSION

Respectfi.rlly submitted,

DIRECTVO LLCAT&T SERVTCES,INC.

By:

Sean A. LevKevin J. MillerMatthew M. DuffyKnLlocc, HRNsnN, Tooo,

Frcel & Fnpo¡2cr, P.L.L.C.1615 M Street, N.W., Suite 400Washington, D.C. 20036(202) 326-7900

Counsel for DIRECTV, LLCand AT&T Services, Inc.

June 18,2019

M.

Cathy CarpinoChristopher M. HeimannGary L. PhillipsDavid L. LawsonAT&T SrRvrces,INc.ll20 20th Street, N.W., Suite 1000

Washington, D.C. 20036(202) 4s7-3046

VERIF'ICATION

I, Christopher M. Heimann, do hereby declare and state under penaþ of perjury as

follows:

I am Assistant Vice President - Senior Legal Counsel, for AT&T Services, Inc. Mybusiness address is 1120 20th Street, N.W., Suite 1000,'Washington, D.C. 20036.

I have read the foregoing Complaint. To the best of my personal knowledge,information, and belief formed after reasonable inquiry, the statements made in thisComplaint (other than those of which official notice can be taken) are well grounded infact and warranted by existing law or a good-faith argument for the extension,modification, or reversal of existing law. This Complaint is not interposed for anyimproper purpose.

I

2.

M.

June 18,2019

DECLARATION OF LINDA BURAKOFF

I, Linda Burakoff, am over the age of 18. I am a resident of the state of California. I have

personal knowledge of the facts herein, and, if called as a witness, could competently testify

thereto.

1. I am Vice President, Content & Programming for AT&T Mobility & Entertainment

Group. In that role, I routinely oversee retransmission negotiations between various

AT&T entities, including AT&T Services, Inc. and DIRECTV, LLC (collectively,

“AT&T”), and broadcast stations. In particular, I have been personally involved on

behalf of AT&T in the negotiations that are the subject of the foregoing Verified

Complaint.

2. I have reviewed the Verified Complaint. Based on my personal knowledge, each

statement in the Verified Complaint followed by a reference to this declaration is true and

correct. Moreover, based on information made known to me pursuant to my duties, the

remainder of the Statement of Facts is true and correct, as well.

I declare under penalty of perjury under the laws of the United States of America that theforegoing is true and correct.

Executed on June 18,2019, in California.

Linda Burakoff

DECLARATION OF HONGFENG DAI

I, Hongfeng Dai, am over the age of 18. I am a resident of the state of California. I have

personal knowledge of the facts herein, and, if called as a witness, could competently testify

thereto.

1. I am Director, Content & Programming for AT&T Inc. In that role, I routinely

participate in retransmission negotiations between various AT&T entities, including

AT&T Services, Inc. and DIRECTV, LLC (collectively, “AT&T”), and broadcast

stations. In particular, I have been personally involved on behalf of AT&T in the

negotiations that are the subject of the foregoing Verified Complaint.

2. I have reviewed the Verified Complaint. Based on my personal knowledge, each

statement in the Verified Complaint followed by a reference to this declaration is true and

correct, with respect to the following three Station Groups with which I was personally

involved: Howard Stirk, Second Generation, and Waitt. Moreover, based on

information made known to me pursuant to my duties, the remainder of the Statement of

Facts is true and correct, as well.

These capitalized terms have the same meaning as in the Verified Complaint.

I declare under penalty of perjury under the laws of the United States of America that theforegoing is true and correct.

Executed on June 18,2019, in California.

Hongfeng Dai

DECLARATION OF DALLIA KIM

I, Dallia Kim, am over the age of 18. I am a resident of the state of California. I have

personal knowledge of the facts herein, and, if called as a witness, could competently testify

thereto.

1. I am Assistant Vice President, Content & Programming for AT&T Inc. In that role, I

routinely participate in retransmission negotiations between various AT&T entities,

including AT&T Services, Inc. and DIRECTV, LLC (collectively, “AT&T”), and

broadcast stations. In particular, I have been personally involved on behalf of AT&T in

the negotiations that are the subject of the foregoing Verified Complaint.

2. I have reviewed the Verified Complaint. Based on my personal knowledge, each

statement in the Verified Complaint followed by a reference to this declaration is true and

correct. Moreover, based on information made known to me pursuant to my duties, the

remainder of the Statement of Facts is true and correct, as well.

I declare under penalty of perjury under the laws of the United States of America that theforegoing is true and correct.

Executed on June 18,2019, in California.

Dallia Kim

DECLARATION OF MICHAEL PACE

I, Michael Pace, am over the age of 18. I am a resident of the state of California. I have

personal knowledge of the facts herein, and, if called as a witness, could competently testify

thereto.

1. I am Director, Content & Programming for AT&T Inc. In that role, I routinely

participate in retransmission negotiations between various AT&T entities, including

AT&T Services, Inc. and DIRECTV, LLC (collectively, “AT&T”), and broadcast

stations. In particular, I have been personally involved on behalf of AT&T in the

negotiations that are the subject of the foregoing Verified Complaint.

2. I have reviewed the Verified Complaint. Based on my personal knowledge, each

statement in the Verified Complaint followed by a reference to this declaration is true and

correct with respect to the following three Station Groups with which I was personally

involved: Mercury, MPS, and Nashville. Moreover, based on information made known

to me pursuant to my duties, the remainder of the Statement of Facts is true and correct,

as well.

These capitalized terms have the same meaning as in the Verified Complaint.

I declare under penalty of perjury under the laws of the United States of America that theforegoing is true and correct.

Executed on June 18,2019, in California.

A.z

CERTIFICATE OF SERVICE

I hereby certify that, on June 18, 2019,I caused a copy of two versions of the foregoing

Complaint - (1) the fully redacted Public Version as filed with the Commission, and (2) a

version redacted to remove certain information for which AT&T has requested Commission

approval to limit disclosure to the Station Groups' attorneys not participating in negotiations

with AT&T (and marked "CONFIDENTIAL INFORMATION - Not for Public Inspection") -to be served upon the following entities:

Deerfield Media, Inc.Deerfield Media (Port Arthur) Licensee, LLCDeerfield Media (Cincinnati) Licensee, LLCDeerfield Media (Mobile) Licensee, LLCDeerfield Media (Rochester) Licensee, LLCDeerfield Media (San Antonio) Licensee,LLcGoCom Media of lllinois, LLCHoward Stirk Holdings, LLCHSH Flint (WEYÐ Licensee, LLCHSH Myrtle Beach (W\MMB) Licensee, LLCKMTR Television, LLCMercury Broadcasting Company, Inc.MPS Media of Tennessee Licensee, LLCMPS Media of Gainesville Licensee, LLCMPS Media of Tallahassee Licensee, LLCMPS Media of Scranton Licensee,LLCNashville License Holdings, LLCSecond Generation of lowa, LTDWaitt Broadcasting, Inc.

via overnight delivery and via electronic mail (as designated) on those on the attached list, andlorupon the named defendants by hand delivery to their registered agents for service of process.

M. Duffy

SERVICE LIST Deerfield/Manhan Group 1261 Dublin Road Columbus, Ohio 43215 Attn: Danielle Turner

(dturner@wwhotv.com) Deerfield Entities GoCom Media of Illinois, LLC 400 Main Street, Suite 200F Hilton Head, South Carolina 29926 Attn: Ric Gorman GoCom Media of Illinois, LLC Howard Stirk Holdings, LLC 201 Massachusetts Avenue, N.E. Suite C-1 Washington, D.C. 20002 Attn: Armstrong Williams Howard Stirk Holdings Entities KMTR Television, LLC 3825 International Court Springfield, Oregon 97477-1086 Attn: Larry Roberts KMTR Television, LLC Mercury Broadcasting Company, Inc. 115 East Travis, Suite 533 San Antonio, Texas 78205 Mercury Broadcasting Company, Inc. 4040 Broadway, Suite 308 San Antonio, Texas 78209 Mercury Broadcasting Company, Inc. MPS Media 1181 Highway 315 Wilkes-Barre, Pennsylvania 18702 Attn: Eugene Brown MPS Media Entities

Nashville License Holdings, LLC 11400 West Olympic Boulevard Suite 590 Los Angeles, California 90064 Nashville License Holdings, LLC Second Generation of Iowa, LTD 3029 Prospect Avenue Cleveland, Ohio 44115 Attn: Tom Embrescia KFXA TV 3029 Prospect Avenue Cleveland, Ohio 44115 Attn: Autumn Giddens Second Generation of Iowa, LTD Waitt Broadcasting, Inc. 1125 South 103rd Street Suite 425 Omaha, Nebraska 68124 Attn: John S. Schuele Waitt Broadcasting, Inc. Pillsbury Winthrop Shaw Pittman LLP 1200 17th Street, N.W. Washington, D.C. 20036 Attn: Joseph A. Cohen

(joseph.cohen@pillsburylaw.com) On Behalf of All Entities