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Home My WebLink AboutOrd.3861.11-05-2007 R BILL NO. 07-174 ORDINANCE NO. 5 Q� AN ORDINANCE APPROVING A SETTLEMENT AGREEMENT AND BINDING UNILATERAL AGREEMENT WITH VERIZON WIRELESS RELATING TO BUSINESS LICENSE TAXES, IN THE CITY OF CAPE GIRARDEAU, MISSOURI WHEREAS, Bell Atlantic Cellular Holdings, L. P. , Bell Atlantic Personal Communications, Inc. , Cellco Partnership, Cybertel Cellular Telephone Company, GTE Consumer Services Incorporated, GTE Wireless Incorporated, GTE Wireless of Ohio Incorporated, GTE Wireless of the South Incorporated, JV PartnerCo, LLC, NYNEX PCS, Inc. , POSCO Partnership, PCS Nucleus, L.P. , St . Joseph CellTelco, Verizon Wireless (VAW) LLC, and Verizon Wireless Services, LLC (collectively "Verizon Wireless") have entered into, subject to final court approval, a Settlement Agreement (hereinafter "Settlement Agreement, " and also on file with the City Clerk) in City of University City, Missouri, et al. v. AT&T Wireless Services, Inc. , et al. , No. 01-CC-004454, pending in the Circuit Court of the County of St . Louis, Missouri ("Class Action Suit" ) ; and WHEREAS, Verizon Wireless provides wireless telephone service within the City subject to the city' s business license tax ordinances; and WHEREAS, Verizon Wireless has further executed a Binding Unilateral Agreement dated as of August 30, 2007 (attached hereto and incorporated herein) making certain commitments in addition to those contained in the Settlement Agreement in consideration of settlement of the Class Action Suit, of which the City would be considered a Class Member; and WHEREAS, the City desires to accept the Settlement Agreement as a mutually binding and enforceable Agreement by acceptance of all terms and conditions thereof, and to further accept the commitments made by Verizon Wireless in the Binding Unilateral Agreement as part of such approval; NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF CAPE GIRARDEAU, AS FOLLOWS: ARTICLE 1 . In continued reliance on the Binding Unilateral Agreement, and in accepting the promises and commitments made by Verizon Wireless thereunder, the City does hereby approve and accept all terms and conditions of the Settlement Agreement as a mutually enforceable and binding Agreement between Verizon Wireless and the City, subject only to final court approval in the Class Action Suit . Pursuant to the Settlement Agreement and Binding Unilateral Agreement, Past Tax Payments as required thereunder and all inquiries regarding the City' s Business License Tax shall be directed to the City through its authorized representative: Ms. Mary Thompson, Accountant City of Cape Girardeau 401 Independence Street P. O. Box 617 Cape Girardeau, Missouri 63702-0617 (573) 334-7146 ARTICLE 2 . The City Clerk shall immediately forward a copy of this Ordinance to: Leigh R. Schachter Verizon Wireless Mail Stop VC52S489 One Verizon Way, Basking Ridge, NJ 07920 The City Clerk and other designated officials are hereby authorized to take such other actions as may be necessary to implement and effect the purposes of this Ordinance. ARTICLE 3 . This Ordinance approves a settlement as to claims by or relating to a single taxpayer and nothing in this Ordinance shall be deemed to amend or implement any tax applicable to any taxpayer. ARTICLE 4 . This ordinance shall be in full force and effect ten days after its passage and approval. II j O AND APPROVED THIS DAY OF loye,m ker 2007. O y B. udtson, Mayor V #S t QN7 Gayle Conrad City 01.0rk - 2 - BINDING UNILATERAL AGREEMENT 'Ihis Binding Unilateral Agreement("Agrmnc*-)is ttwlc by Cellco Purtnership doh-'a Vctizent Wireless("Cellco")on behalf of Verizon Wirckss(such term,as well as all other capitalised Ierms used in this Agreement but nen defined herein shail have Ow meanings ascribed thereto in tlw bdn%-rcl`cmncod Ssttk-rent Agreement)as of Auguo 30. 2!107. WHEREAS, Vernon WWircless N-*entered into,subject to court approval, u class :cation Se:hunter! Agrctinttcni(the"Sculernstt Agneerncrd")in(*try of[)Wwr hyCiry, Miawrarl. et at v AM 1 H4rele.0 4•n•ices Ire , rr tit. No. 01-CC-004454.pending in the Circuit Court of the Courtly of SL Louis. \liswun: WNF.RI:AS, Cunninehmn, Vogel R Rost,P.C.('CVR')is City Attorney or special legal ceautael for the Municipalities listed on F.xhihit A(collectar]v the"CVR Cities"and cx h a "CVR City)relating to the Action acid tlw Protcsicd Tax Litigation;and W11FREAS,the(WR Cines ha+c in urred atfonw� fens,us mull as othrr costs wrd cxpcnx-%,in rusponling to%clticrncrt pmposats.dct'endrng Protested Fax Litigation, ata] in laking other measures related to the Acfion: NOW 111FRITORI:, Cellco hereby makes the following repmsentalions.mvrrmaies,and covetraxs on behalf of Veriaon Wircicss. with the intention that the CVR Cities and their legal counsel may rely upon such reprewtttations, matanlics,and eo%vidnts us set tixth hcrctr and that such rupresentations, warranties,and envctants, shall consume a hittding and unfiinceablc contract to indt" the actions of lute CVR Citicb: I. Men Exnhip_in Scttic aka osr. Verna! Wirck.s agrees Thal cacti C'V R('try that docs not opt out of the Settlement Class will be in the Settkmcni Claw - 3 - 2. L).00x*xd submission of vald Claim I•orm. Fried on Vcrirnn W irclCss'S pfcviously completed review of each CVR Ciry's Rosiness License Tu ordinance. Verinrn Wireless agrecs that each CVR City ,hull be deemed u,have complied with Section l V+A of [he 5cIllcnrenr Agreenx:nt,and shall theref ire he deemed for all purposes of the Settlement Agreement to have wMniltLd a valid Claim forst to Verizon Wircdcs% for all purposes of the Soderrcot Agreemcni, it such CVR City furnishca Verizon Wireless,postmarked on or bcforc the deadline provided in the Settlement Agreement for the suhmis%io n of Claim I ornis. with a. a copy of an ordinative adopted by such CVR City accepting all terms and provisions of the Settlement Agreement as a mutually binding and enforceable Agreentcatl between-Arch CVR City and Wrifun Wireless in accordance with applicable Missouri and local law.or. if the Municipaluy choses lel effect its acceptance of all terms and conditions of the Sctllemcnt AgntiRncnt by another accepted.legally binding method,copies of an acknowltdgment 'hal the.Municipality agrees to be bound by the term%of the Settlement Agreement if approved by the Court, which acknowledgowni %hall describe the trcthW turd to accept the Settlement Agreement and shah he accompanied by an opini xt of counsel, axlrJreswd to Vcrizon Wifeless,that the Settlement Agreentent, ifappruved by the Court. is a hudtng obligation of the.Municipality; K the rcur•.c and addres> to which the CVR City'%payment of Fast I ax I'ayn'.ent should be made and mailed; and c. the name.address.and telephone n mbcr of tk CVR Cily's duly autho m—d represanative(s), to whom all inquiries tt'garding the CVR'a Business L.icensc]as may MC dircciod. Sta;h items stall be can by the CVR City to 4 - Leigh R. Schechter Verizon Wimkm Mail Stop VC52.S489 One Verirort Way, hacking Ridge. NJ 02V20 1. Fittilloncot to I„tal Past Tax ('.+tui 1><:Etiu➢ t tlxtn the decrttcd submission of a Claint Form by a CVR City as provided in p rap uph 2 of this Agreement. Vcrimn Wireless agrm that it droll he deemel to have accepted Such fvni as valid for all purpo%cS u}'IhC tiyticment Agrccmcnt, and the CVR Cit) shall be crtitiol to Total Past'I as Carsidtxation as sci birth wi:h respect to such CVR City in Fxhihit 1•. In the S ticmcrut Agrec merit, indud rg the tclemw of Protested Tax to such CVR City and the paymera nl 'last tax Paynicnt by VcriAm Wireless to such CVR City,which Past Tax Payrrwni shall bL lwid by Vcrizun Wirelcm to such CVR City at the times provided in the Sciticnient Agreement. Stich CVR City shall also he emitted to the paynx:tm of future Busine>.s Licon<Taxes as set forth in Section Il.A.2 of tltc Setdcmcr.t Agrecincm and as mprescnkd to I'aragt;sph a herein. Verizon Witekss Itereby mpresent s aid agrees that the version of fxhihit f•.attached to this Agrccmcnt SMII he deemed to constivae Exhibit L• for purposes urthe SclllormiL Agrecnima and of this Agrtxrucnt with respect to the CVR Cities. 4. Reonx-ntation and attrtminent with TOTICCI to Badness License I azcs. Based on Vcrizuxt Wireless's previously canpleted review of rads CVR City's Business License Tax onlitnmce, Verizon Wireless sgrecs that to exclusions comaincd in any such onliniawc apply w the compuation of Business Liccmc Taxes payable by Verizrxu Wireless. Accordingly,(i) for each CVR City, Vcriznn Wireless represcros that the tax amount on Exhibit L was computed without regard to any exclusion provided in the Business License 1 ax ordinance of such city, meaning that no such exclusion was asserted or applied by Verizon Wirckss in computing any such tax amwrnt,ark!tiit Verizon Wireless further uWvt-.s that,with respect to future Business - 5 - License Taxes that Vcrium Wircim is obligated to Pay to a CVR City pwsuam to Section II.A.2 of the tirulenx nl Agrcemcit, Verizon Wireless will pay such taxes without applying,or claiming application of,any exclusion that exists in tib: Rusin s.N Liccatc 1'ax onlitwnce of such cit) as of the dale of this Agretmttent, unless instructed b5 the cttN to app:v such exclusion. S. Attorney fee pAyinctll. Vcrisnn Wireless shall also pas One 11ww and Dollars (51.000.00)to CVR with respect to mach CVR City that complies with the terms of Paragraph above, in partial comprnsxtinn &kr the anorney fee exWnsc incuried by such CVR City to CVR in connection with responding to setivmcnt proposals,defending Protemof'fax I.iligauun,and taking other measures related to the Action I his;anount shall be in aukhition to any amount owed pursuant to the Sculcmcra Agreement aria shall reit he considered to he part of the comPensalion or attorney Cees paid its pill of the class stulcment under the Settlement Agreement. This payment shat he nisdr at the time of paynwitt of the Past Tax Payment pursuant W the Settlement Agreement and made payable and delivered to CVR. 6. Igp iabilil1v o(A&t%vMOA. Ibis Agrctment slid)] rut apply to any CVR City that either tiles a formal objection or opts out of the Scalcmcot Class,or files a claim in any form tnuuant to like Sellloinent AgrcYmcnl seeking payment of Past Tax Paymem in an amouit grewer than shown for such city oil Exhibit E of the Settlement Agreement. 7. No MF\ effect_ Verizon agrees that iwthing in this Agrceincra shall be considered in evaluating compliance with mny most favont!nation clause within the Settlement Agrrr:nrrt. S. I'erinination of Aaroontent. 1 his Agan mil shall tunain uurts"ing and shall not he revoked with resixt;t to any CVR City until the earlier of(t) the poslnatk deadline fur filing Claim Forma under the Settlement Agrtvimia:(iif the terminatio[of the Scnement Agreement occurs by its terms or upon disappmval thereof by the Court;or(iii)the Court rejects this •4- - 6 - Aprcer..ent or the Court refuses or expresses an intention to refuse to grant either preliminary or final 11pproval it)Ilk Scttknucol Aenrmcut in its current form due in any way to the existence of this Aprccment, in which case Veninn W'nrcicss shall ha,,r the right unilatemlly to revoke this rlercrunnt and pnocccd with the Srxtkrnent Agrccmtxut on its existing terms. All paymc-int and oxhcr ohligntions of Vcrinn Wirctess pursuant to this Agreement arc subject to Covert approc a1 oink:Scttkmenl Agrccmcm. Vernon Wheless warrens that the CVR Cities aid their legal counsel may rely on this Agucemcn: in taking future ac-ioi:and forcgtang objectitn.to IIIc Set,.Icmcnt Apucuuxnt or lorego*. opting out of the Sculcincnt floss and other immediate reliance, and as such Vcri7nn Wireless agrees that this Agreement shall theiefure be hinding moi enforceable from and efler the date hereof and suhject to the cnrditions hereof 9. Misccllarktua. Cclko rrprrsunt%that it is fully authorized to make this Agreement on behalf o`Vcriion Wirckiss. Construction a.W interpretation of this Agm meat"I be determined in accordance with the laws of the State of Mimouri,irrespcclive of the State of Missouri's choice of law principles. paragraph captions arc inserted as a matter ofurrvunkrice and for reference,ark! in no way define,limit,extend or describe the sLoty of this Agicernent or any proviNion hereof. . c - 7! IN WITNFtiS WIIF.RFOF.Cellco has cxccutal this Agrecincnt on this . 'Jay of Septcn b ,2007. Ccllcu Partnership d-Va Veri7,on Wirsirss By: Name: !<fKalti 1rw» ltitidl/1 Titic: SUBSCRIBFD AND SWORN 7Y)BEFORE ME THIS r_dayof -i }' 2007 i f Vry Public blic Sly umunisskm cxpim A6 G taro OV&Y hbk.sum d tMvauttYY No.2276250 UMW m samw3e Cam* om "49m bVia sate t1 7111 I ?CHIRP l A I. Admut 2. Duckim 3. Dullcr 4. Green Park S. llarrisomilic 6. Joplin 7. 1 cc's Summi: S. Lilxrty 9. Malden 10. Neosho 11.Oak Grove 12.OakiKW 13.Overland 14. Pacific 15. RAytown 16. Webster firovev 17. Woodson Terrace IS. Calx Girardeau 19. SI.Joseph 20. Warn Woods 21. Wentnilic 22.Stc.Gcnevicve 23. Webb City A - 1 - 9 - aa �«� � , = k@ ; � =■ � _ • . - l � ■ �§ � ° _ � . = E !■ ! £ ■ � | \ f ■ � ^ _ � � ; §� - ; ■ /e | , ; : ® - � � � ■ , - ^ ■ � a ■ . . . a � � ' | ] ! , - - ! _ ; a § : ■ ! t \� | . . . \_ - � , , - , ■ � » ° ` !; ) § ~ x # ; | ■ 9i � ! /■ \ � - - � - / \ - K !| 8 . . . . r . �. . § | ! | - lo - IN TIM CIRCUIT COURT OF ST.LOUIS COUNTY A- HL STATE OF MISSOURI A G .- 2007 CITY OF UNIVERSITY CITY, ) CIRCUR RN&I OIIMF MISSOURI, et al., ) LEq SL LOUIS NTY Plaintiffs, ) Case No. O1-CC-004454 VS. ) Division No. 4 AT&T WIRELESS SERVICES, ) INC., et al., ) Defendants. ) SETTLEMENT AGREEMENT This Settlement Agreement is made and entered into, subject to Court approval, as of August 24, 2007, by and among plaintiffs, City of Blue Springs, Missouri, City of Cape Girardeau, Missouri, City of Chesterfield, Missouri, City of Dexter, Missouri, City of Ellisville, Missouri, City of Ferguson, Missouri, City of Florissant, Missouri, City of Gladstone, Missouri, City of Independence, Missouri, City of Jennings,Missouri, City of Kirksville, Missouri, City of Kirkwood, Missouri, City of Manchester, Missouri, City of Maplewood, Missouri, City of Maryland Heights, Missouri, City of Northwoods, Missouri, City of O'Fallon, Missouri, City of St. Joseph, Missouri, City of Vinita Paris, Missouri, City of Warson Woods, Missouri, City of Wellston, Missouri, City of Winchester, Missouri, and City of University City, Missouri (collectively, "Plaintiffs') on behalf of the Settlement Class (as defined below), and defendants, Bell Atlantic Cellular Holdings, L.P., Bell Atlantic Personal Communications, Inc., Cellco Partnership, Cybertel Cellular Telephone Company, GTE Consumer Services Incorporated, GTE Wireless Incorporated, GTE Wireless of Ohio Incorporated, GTE Wireless of the South Incorporated, JV PartnerCo, LLC, NYNEX PCS, Inc., PCSCO Partnership, PCS Nucleus, L.P., St. Joseph CellTelco, Verizon Wireless (VAW) LLC, and Verizon Wireless Services, LLC, (collectively, "Defendants" or"Verizon Wireless"), for the benefit of themselves and all other Verizon Wireless Released Parties, in the above-captioned case. PREAMBLE WHEREAS, a dispute has arisen between Plaintiffs and Defendants regarding the applicability of Plaintiffs' and the other Municipalities' respective business and/or occupational license tax ordinances to Defendants; WHEREAS, Plaintiffs claim that Defendants are liable to Plaintiffs and the other Municipalities under their respective ordinances for tares on revenues derived from providing commercial mobile radio services (collectively, "CMRS'l for maintaining antennas or other facilities, and for flat taxes with respect to providing such services, and for interest and/or penalties on any such tares not timely paid by Defendants; WHEREAS, Defendants have denied and continue to deny any and all liability with respect to any of the allegations raised against them in the various lawsuits involving the applicability of Plaintiffs' and the other Municipalities' respective business and/or occupational license tax ordinances to Defendants' services; WHEREAS, Defendants and Plaintiffs wish to avoid the expense and uncertainty of continued litigation and desire to settle their disputes without further litigation, including all claims and issues that have been brought or could have been brought in this litigation by or on behalf of the Municipalities that do not specifically exclude themselves as provided herein, including by liquidating and compromising Defendants' alleged past tax liability owed to Municipalities, and establishing and/or clarifying the taxes to be paid to the Municipalities by 2 Defendants on their future revenues derived from ChM, all in accordance with the terms and conditions set forth in this Settlement Agreement; WHEREAS, Defendants and Plaintiffs have conducted an investigation and evaluation of the facts and law relating to the claims in this litigation and believe that this settlement is fair, reasonable, adequate and in the best interests of all the parties, including the Settlement Class, in light of the continued uncertainty and expense of litigation; and WHEREAS, after arm's-length negotiations between counsel for the Plaintiffs and the proposed Settlement Class and counsel for Defendants, this Settlement Agreement has been reached. NOW THEREFORE, it is hereby stipulated and agreed that, in consideration of the agreements, promises, and covenants set forth in this Settlement Agreement, and subject to approval of the Court, this Action shall be fully and finally settled and dismissed with prejudice and without costs to Verizon Wireless except as provided for under the following terms and conditions: I. DEFMTIONS As used in this Settlement Agreement and the related documents attached hereto as exhibits,the following terms shall have the meanings set forth below: A. "Action" means the civil action entitled City of University City, Missouri, et at. v. AT&T Wireless Services, Inc., el at., No. 01-CC-004454, pending in the Circuit Court of the County of St. Louis,Missouri. B. "Approved Claim" means a Claim Form determined to be valid in accordance with Section IV.E or as resolved in favor of a claimant pursuant to Section IV.G or N.H. 3 C. "Business License Tai"means any tax, including any fee, charge, or assessment in the nature of a tax, imposed by a Municipality on any person who constitutes a "telepbone company," "exchange telephone company," "telecommunications company," "public utility," "utility" or any similar entity or service provider for the privilege of engaging in the business of providing telephone, exchange telephone, telecommunications, or any other type of Telecommunications Service, or of maintaining any antenna or other facility within the borders of such Municipality, and specifically includes any tax imposed under Section 80.090, 92.045, 92.073, 94.110, 94.270, or 94.360, RSMo, or under authority granted in its charter, as well as an occupation license tax, gross receipts tax, franchise tax, or similar tax, or any tax "alternative"to any of the foregoing,but shall not include: 1. Any state or municipal sales tax imposed under or subject to Sections 144.010 to 144.525, RSMo; or 2. Any municipal right-of-way usage fee, including but not limited to any fee imposed under the authority of a municipality's police powers under Sections 67.1830 to 67.1846,RSMo;or 3. Any tax or fee levied for emergency services under Section 190.292, 190.305, 190.325, 190.335, or 190.430, RSMo, or any tax authorized by the Missouri General Assembly hereinafter enacted for emergency services; or 4. Any rent for use of municipal premises. D. "Claim Form" means the form substantially in the form of Exhibit B to this Settlement Agreement that must be submitted by each Class Member in order to be eligible to receive, in settlement, the Past Tax Payment. 4 E. "Claim Period" means that period of time commencing on the entry of the Preliminary Approval Order and continuing up to and including the date that is sixty (60) days after Verizon Wireless mails the Notice to the Municipalities as set forth in Section III.0 below, and by which members of the Settlement Class must mail their Claim Form (including all associated documentation) to Verizon Wireless and must otherwise meet all requirements hereunder to be entitled to the Past Tar Payment and to the release of the Protested Tax, if any. F. "Class Counsel" means John W. Hoffman and Douglas R. Sprong, Korein Tillery, LLC, 505 N. 7`s Street, Suite 3600, St. Louis, MO 63101; John F. Mulligan, Jr., 7700 Bonhomme Ave., Suite 200, Clayton,MO 63105; and Howard Papemer, 9322 Manchester Road, St. Louis,MO 63119. G. "Class Member" or "Class Members" means Plaintiffs and all Municipalities except Clayton,Missouri, who fall within the definition of the Settlement Class, set forth herein, and who have not validly and timely submitted a Request for Exclusion from the Settlement Class. H. "Class Representatives" means City of Blue Springs, Missouri, City of Cape Girardeau, Missouri, City of Chesterfield, Missouri, City of Dexter, Missouri, City of Ellisville, Missouri, City of Ferguson, Missouri, City of Florissant, Missouri, City of Gladstone, Missouri, City of Independence, Missouri, City of Jennings, Missouri, City of Kirksville, Missouri, City of Kirkwood, Missouri, City of Manchester, Missouri, City of Maplewood, Missouri, City of Maryland Heights, Missouri, City of Northwoods, Missouri, City of O'Fallon, Missouri, City of St. Joseph, Missouri, City of Vinita Park, Missouri, City of Warson Woods, Missouri, City of Wellston, Missouri, City of Winchester,Missouri, and City of University City,Missouri. I. "Court"means the Circuit Court of the County of St. Louis, Missouri. 5 J. "Defendants' Counsel" means Greensfelder,Hemker& Gale,P.C. K. "Effective Date of the Settlement" means the first day by which all of the following events shall have occurred: (1) the Court has entered the Preliminary Approval Order as set forth in Section VILC of this Settlement Agreement; (2) the Court has entered the Order and Judgment of Dismissal, substantially in the form of Exhibit D, as set forth in Section VII.F of this Settlement Agreement; and(3)the Order and Judgment of Dismissal has become Final as defined in Section I.M of this Settlement Agreement. L. "Fee and Expense Application" means that written motion or application by which Class Counsel requests that the Court award them fees and/or expenses. M. "Final" with respect to the Order and Judgment of Dismissal (as defined in Section I.S of this Settlement Agreement) means the occurrence of all of the following events: 1. This Settlement is approved in all respects by the Court; 2. The Court has entered the Order and Judgment of Dismissal, or a judgment substantially in the form of Exhibit D attached hereto, which has not been reversed, stayed,modified, or amended; and 3. The time to appeal from the Court's Order and Judgment of Dismissal under the Missouri Supreme Court Rules has expired and no appeal or further appeal has been timely filed, or any appeal has been resolved by the highest court to which it was appealed upholding or affirming the Order and Judgment of Dismissal. An appeal pertaining solely to an application for or award of attorneys' fees, costs, and expenses shall not in any way delay or preclude the Order and Judgment of Dismissal from being Final. N. "Final Fairness Hearing" means the hearing at which the Court shall: (1) determine whether to grant final approval to this Settlement Agreement; (2)consider any 6 timely objections to this Settlement and all responses to objections by the Parties; and (3) rule on the Fee and Expense Application. O. "Municipality" means any city, town, or village in Missouri entitled by authority of Section 80.090, 92.045, 92.073, 94.110, 94.270, or 94.360, RSMo, or under authority granted in its charter to assess a Business License Tax. P. "Notice"means the notice of class action settlement attached hereto as Exhibit A. Q. "Opt-Out Date" means the postmark date by which members of the Settlement Class must mail their request to be excluded from the Settlement Class in order for that request to be effective. R. "Objection Date" means the postmark date by which members of the Settlement Class must mail their objection to the settlement in order for their objection to be valid. S. "Order and Judgment of Dismissal' means the order, substantially in the form attached hereto as Exhibit D, in which the Court grants final approval of this Settlement Agreement and authorizes the entry of a final judgment and dismissal of the Action. T. "Parties"means Verizon Wireless and the Class Members. U. "Past Tax Payment'has the meaning set forth in Section II.A.1 below. V. "Person" or "Persons" means any natural person, firm, corporation, unincorporated association, partnership or other form of legal entity or government body, including its agents and representatives. W. "Preliminary Approval Order" means the order, substantially in the form of Exhibit C hereto, in which the Court grants its preliminary approval to this Settlement Agreement, approves Plaintiffs as Class Representatives, preliminarily approves certification of the Settlement Class for settlement purposes only, authorizes dissemination of Notice to the 7 Settlement Class, and enjoins members of the Settlement Class from filing any other actions based upon any of the Released Claims as defined in Section I.Z. X. "Protested Tax" means an amount of Business License Tax, but not including any interest accumulated thereon, that is not available for the unrestricted use by a Municipality as of the determination of the Past Tax Payment for such Municipality because such amount was paid to such Municipality under protest pursuant to Section 139.031,RSMo. Y. "Protested Tax Litigation" means the tax protest actions filed by Verizon Wireless, raising claims and defenses substantially similar to those raised in the Action, including specifically but without limitation,the actions listed in the annexed Exhibit F. Z. "Released Claims" means, without limitation, any and all claims, actions, demands, rights, liabilities, suits, complaints, causes of action (including, but not limited to, claims based on violation of any federal, state or local law or regulation, fraud, unjust enrichment, and breach of contract, and claims arising under laws of any other jurisdiction that have been or could or might have been alleged by any Class Member in any forum in the United States of America, as part of the present action or as any other action, arbitration, or proceeding), requests for damages, requests for injunctive relief, disgorgement of monies, requests for declaratory relief, requests for equitable relief of every nature and description whatsoever, requests for attorneys' fees, costs, and expenses, whether known or unknown, arising out of the claims that were made or that could have been made against any of the Verizon Wireless Released Parties regarding the failure of the Verizon Wireless Released Parties to pay the Class Members' respective Business License Tax, as applied to the provision of CMRS and all activities conducted and facilities maintained with respect to such provision, that was due before August 31, 2007, or that is due after August 31, 2007, with respect to any gross receipts earned 8 I before August 31, 2007. The Plaintiffs and other Class Members expressly acknowledge that "Released Claims" include, and this Settlement Agreement constitutes a release of, any and all claims that a Class Member does not know or suspect to exist in its favor at the time of the release, which, if known by it, might have affected its settlement with and release of the Verizon Wireless Released Parties or might have affected its decision not to object to or opt out of this Settlement Agreement or any portion or aspect of the Settlement Agreement reached by the parties. AA. "Releasing Parties"means Plaintiffs and each Class Member. BB. "Request for Exclusion" means a request, made in compliance with the terms and conditions provided in this Agreement, by a Municipality to opt out of the Settlement Class as set forth in Section V11.D. CC. "Settlement Agreement," "Settlement," or "Agreement" means this Settlement Agreement, including the attached Exhibits. DD. "Settlement Class" means the class certified for settlement purposes only, pursuant to the Final Order and Judgment, consisting of all Municipalities in the State of Missouri (except Clayton, Missouri) that, on or before August 31, 2007, have imposed a Business License Tax and in which Verizon Wireless either derived gross receipts from providing CMRS or maintained facilities for the provision of CMRS. EE. "Total Past Tax Consideration" means, with respect to each Class Member, the sum of (i) the amount of the Past Tax Payment pursuant to Section H.A.1. (ii) any Business License Tax, excluding Protested Tax, actually paid by Verizon Wireless to the Class Member that was due before August 31, 2007, or that was due after August 31, 2007 with respect to any gross receipts earned before August 31, 2007, and (iii) the amount of Protested Tax that is 9 released for the unrestricted use of the Class Member by reason of any dismissal described in Section VLC below. FF. "Verizon Wireless Released Parties"means the Defendants and (1)their present and former subsidiaries, parents, partners, affiliates, successors, and predecessors, (2) all Persons on whose behalf any of the foregoing entities acted or purported to act, and (3) for each of the foregoing Persons and entities, each of their present, former, or future officers, directors, shareholders, employees, representatives, agents, principals, consultants, contractors, insurers, accountants, attorneys, partners, members, administrators, legatees, executors, heirs, estates, successors in interest or assigns or any other person with whom any of them is affiliated or otherwise for whom any of them is responsible at law or in equity; provide however, that except for the Defendants and their present subsidiaries, parents, partners, and affiliates, who shall in all events be considered Verizon Wireless Released Parties, such term does not include any other defendant to the Action or (a) their present and former subsidiaries, parents, partners, affiliates, successors, and predecessors, (b) all Persons on whose behalf any of the foregoing entities acted or purported to act, and (c) for each of the foregoing Persons and entities, each of their present, former, or future officers, directors, shareholders, employees, representatives, agents, principals, consultants, contractors, insurers, accountants, attorneys, partners, members, administrators, legatees, executors, heirs, estates, successors in interest or assigns or any other person with whom any of them is affiliated or otherwise for whom any of them is responsible at law or in equity. GG. "Telecommunications Service" has the meaning ascribed thereto by Section 144.010(13),RSMo. 10 U. SETTLEMENT CLASS RELIEF In consideration of a full, complete, and final settlement of this Action, and in consideration of dismissal of the Action with prejudice with respect to Verizon Wireless and the Releases and Dismissals in Section VI below, and subject to the Court's approval, the Parties agree to the following: A. Class Benefit 1. Amount of Past Tax Payment. Verizon Wireless shall pay to each Class Member who has submitted an Approved Claim and accepted this Settlement Agreement, as hereinafter provided, the Past Tax Payment on or before the later to occur of(i) thirty (30) days after submission of the Claim Form and acceptance of this Settlement Agreement, or (ii) thirty (30) days after the Effective Date of the Settlement. For purposes hereof, the "Past Tax Payment" shall mean, with respect to each Class Member: (a) Subject to Section II.A.5, the amount of Business License Tax that Verizon Wireless would owe to the Class Member, with respect to any such tax that is measured as a percentage of gross receipts from providing service, for gross receipts from providing Telecommunications Service that were billed to customers of Verizon Wireless for the period beginning September 1, 2005 and ending August 31, 2007, without regard to any interest or penalty (which shall not be considered in determining the payment). 11 r PL US (b) The amount of Business License Tax that Verizon Wireless would owe to the Class Member, with respect to any such tax that is imposed as an annual or other periodic flat amount, including an amount payable for maintaining any antenna, for any tax period that includes, in whole or in part, the period beginning September 1, 2005 and ending August 31, 2007, without regard to any interest or penalty (which shall not be considered in determining the payment). MINUS (c) The sum of (i) any Business License Tax, excluding Protested Taxes, actually paid by Verizon Wireless to the Class Member for the periods described in clauses (a) and (b), above, plus (ii) the amount of Protested Tax actually paid by Verizon Wireless for the periods described in clauses (a) and (b), above, that is released for the unrestricted use of the Class Member by reason of the dismissals described in Section VI.0 below,but not including any interest accumulated thereon. 2. Future Tax Payments. Subject to the provisions of this Settlement Agreement, Verizon Wireless agrees to pay, with respect to tax periods and partial tax periods commencing on and after September 1,2007, the Business License Taxes of each Class Member that is bound by and complies with the terms of this Settlement Agreement. For such taxes that are imposed with respect to gross receipts that are subject to the Mobile Telecommunications Sourcing Act, 4 U.S.C. §§ 116-126 ("MTSA'�, Verizon Wireless will pay such taxes at the tax rates set forth in each such 12 Class Member's respective ordinance(s) on all receipts from providing Telecommunications Service that are sourced to the Municipality under the MTSA, including receipts from any retail customer now or hereafter exempt from the state sales tax, but excluding any class of users excluded under the particular Class Member's Business License Tax ordinance(s). Verizon Wireless' obligation under this Section shall continue with respect to each such Class Member unless and until: (i) a court or administrative or regulatory body of competent jurisdiction determines that such Class Member's Business License Tax does not apply to some or all of the services provided or facilities maintained by Verizon Wireless or gross receipts derived therefrom, and such determination is not subject to further appeal or the time to appeal has expired and no appeal or further appeal has been timely filed; (ii) the Missouri General Assembly or other legislative body enacts legislation removing the authority of such Class Member to impose such Business License Tax and such legislation is in effect, or (iii) any other change in law, including a change in the Municipality's Business License Tax ordinance, occurs that affects Verizon Wireless' obligation under this Section, in which case the remaining obligation of Verizon Wireless under this Section, if any, shall be consistent with such determination, legislation, or change. Verizon Wireless shall not, in case of any judgment, legislation or other change of law as referred to in the foregoing sentence, be entitled to recover any sums paid or which become due and owing prior to the finality of such judgment or effective date of such legislation or other change of law. If, on or after the date of this Settlement Agreement and before the Court enters the Order and Judgment of Dismissal, Verizon Wireless enters into a written agreement with any Class Member, or enters into a written agreement with a representative of a Class Member that 13 is enforceable by such Class Member, as to the application of any exclusion in such Class Member's Business License Tax ordinance for purposes of determining future Business License Tax payments, then such agreement as to such application shall be followed by Verizon Wireless with respect to any substantially similar exclusion in any other Class Member's Business License Tax ordinance, unless Verizon Wireless is directed otherwise in writing by such other Class Member; provided, however, that if following such agreement would cause an exclusion to be applied so as to reduce the Business License Tax receipts of such other Class Member, then Verizon Wireless shall not follow such agreement with respect to such other Class Member without prior written notice from Verizon Wireless to such other Class Member. For purposes of clarification, and without limiting the generality of the foregoing, payment by Verizon Wireless of the St. Louis City Telephone Company Alternative Tax or any similar tax shall not be construed as acceptance of such tax, and, in the event a court determines pursuant to a final, non- appealable, non-vacated order that such tax cannot be imposed by virtue of non- acceptance, Verizon Wireless shall not be required under this Settlement Agreement to continue to pay such tax. Moreover, any and all future amendments to the Business License Taxes must comply with applicable law. 3. No Lobbying Missouri General Assembly. Verizon Wireless agrees that, for a period of five years from the date of execution of this Agreement, it will not seek or support legislation in the Missouri General Assembly that would cap or reduce the Business License Taxes subject to this Settlement Agreement; provided, however, that (a) in the event that a class consisting of all or substantially all municipalities in the State of Missouri reaches a settlement with another provider of CMRS of the carrier's alleged 14 liability for failure to pay Business License Taxes that provides for a restriction on supporting such legislation that is less than five years, then the duration of the restriction contained in this Section shall be reduced to the longer of(I) the period provided for in such other settlement (but in no event exceeding five years) or (In two years, and (b) notwithstanding clause (a), in the event that either Sprint Nextel or AT&T does not, within two years of the date of execution of this Settlement Agreement, reach a class settlement of the claims asserted in the Action that contains a restriction on supporting such legislation, then the restriction in this Section shall be two years. Nothing in this Section II.A.3 shall preclude Verizon Wireless from opposing any proposal to increase the rate or broaden the scope of a Municipality's Business License Tax. The parties agree that the promises and commitments by Verizon Wireless contained within this Section II.A.3 are vital provisions going to the very substance or root of the Settlement and that failure or breach of such promises and commitments would constitute a material breach of this Settlement Agreement, entitling the Class Members to all remedies available at law or equity for such a material breach, including but not limited to rescission of this Agreement. 4. Interim Prospective Tax Payments. Any Business License Tax payment made by Verizon Wireless on or after the date of execution hereof, but before the Effective Date of the Settlement, (each an "Interim Prospective Tax Payment") shall be deemed to be made under protest within the meaning of Section 139.031, RSMo, and to the tax collector of the Municipality, whether or not so designated by Verizon Wireless, with the grounds for the protest (which shall be deemed to accompany the payment in the form of a written protest statement) being those set forth in the various 15 tax refund petitions filed in the Protested Tax Litigation(as defined in Section I.Y above) and such other grounds as Verizon Wireless may designate in writing on or before the filing of any petition for refund of such payment. Each Municipality receiving an Interim Prospective Tax Payment agrees to segregate and hold those funds in a separate, interest- bearing bank account in accordance with Section 139.031.2, RSMo, until disposition as provided herein. Upon the Effective Date of the Settlement, such funds shall be deemed released to each Class Member, free and clear of all claims, liens and encumbrances under Section 139.031, RSMo, and this Agreement. In the event that the Settlement Agreement is nullified as set forth below in Section DC.L. Verizon Wireless may, within ninety (90) days following the date of such event, file an action to perfect its refund claim for such funds in accordance with Section 139.031, RSMo, and, notwithstanding any provision of law to the contrary, the statute of limitations as to such claim shall be tolled up to and including the date that is ninety (90) days after the date that the Settlement Agreement is nullified. 5. Determination of Past Tax Payment. For purposes of the Notice and Exhibit E, for those Municipalities that impose a gross receipts tax, Verizon Wireless has determined the amount of the gross receipts tax component of the Past Tax Payment by assuming that gross receipts for August 2007 are equal to its gross receipts for July 2007. If the actual gross receipts for August 2007 with respect to a Municipality exceed the amount that is used for purposes of the Notice and in Exhibit E, then Verizon Wireless shall either calculate the Past Tax Payment using actual gross receipts for August 2007 or, if the Past Tax Payment has already been paid before the actual gross receipts for August 2007 are known, shall on or before October 31, 2007, make an additional 16 payment to that Municipality, without interest or penalty, for the tax payable with respect to the difference between the estimated and actual gross receipts for August 2007. B. Most Favored Nation. if any Class Member that is bound by the terms of this Settlement Agreement settles claims regarding alleged failure to pay Business License Taxes with any other provider of CMRS ("Another Carrier"), and such settlement includes terms that are materially more favorable to the other provider than those set forth herein, such Class Member must promptly notify Verizon Wireless of such agreement, and Verizon Wireless shall, at its discretion, have the right to amend this Agreement to take advantage of such more favorable term with regard to the Class Member(s) who have reached such other settlement. The specific application of this clause to the material terms of this Agreement shall be as follows: 1. With regard to the Total Past Tax Consideration, this Section shall apply if, prior to the rendering of a judgment in the AT&T Wireless v. Jeremy Craig et al. litigation currently pending in the St. Louis County Circuit Court(or the fust judgment in a comparable action), an individual Class Member reaches a settlement with Another Carrier that provides for payment of Total Past Tax Consideration that is less than the lesser of either (x) that carrier's past tax liability (excluding interest) from September 1, 2005 through the date of the settlement or (y) the percentage of that carrier's total potential liability to that Class Member for failure to pay Business License Tax (including interest) that equals the percentage that the Total Past Tax Consideration payable under this Agreement represents of Verizon Wireless' total potential liability to that Class Member for failure to pay Business License Tar (including interest). In calculating the percentage of Another Carrier's liability that a settlement represents, a Class Member shall be entitled to rely in good faith on figures provided by such other 17 tamer as part of its settlement. If any Class Member enters into a settlement subject to this subsection, then Verizon Wireless may reduce the amount paid to such Class Member pursuant to this Agreement consistent with the methodology applicable in the settlement with such other carriers (or, in the event that Verizon Wireless has already paid a Claim to such Municipality, Verizon Wireless may reduce its future tax payments to recoup the difference between the amount paid pursuant to this Agreement and the amount owed pursuant to this provision). Notwithstanding anything to the contrary contained herein, the provisions of this subsection shall not apply to give Verizon Wireless the benefit of any more favorable terms reached in the settlement only of an action in which judgment has been entered against one or more of the Parties or other CMRS provider. 2. With regard to Verizon Wireless' payment of Total Past Tax Consideration and payment of attorneys' fees pursuant to Section V.0 of this Agreement, this Section shall apply in the event that, prior to the rendering of a judgment in the AT&T Wireless v. Jeremy Craig et al. litigation currently pending in the St. Louis County Circuit Court (or the first judgment in a comparable action), a class consisting of all or substantially all municipalities in the State of Missouri reaches a settlement with Another Carrier of the carrier's alleged liability for failure to pay Business License Taxes in which the aggregate amount that such other Carrier agrees to pay in Past Tax Consideration and attorneys' fees (without regard to any later adjustment of such fees or Past Tax Consideration by the court) is less than the total of: (1) the lesser of either (x) that carrier's past tax liability (excluding interest) from September 1, 2005 through the date of the settlement or(y) the percentage of that carrier's total potential liability to that 18 Class Member for failure to pay Business License Tax(including interest) that equals the percentage that the Total Past Tax Consideration payable under this Agreement represents of Verizon Wireless' total potential liability to that Class Member for failure to pay Business License Tax (including interest), plus (II) 18.8% of the Total Past Tax Consideration to be paid to the municipalities pursuant to that settlement. In calculating the percentage of Another Carrier's liability that a settlement represents, a Class Member shall be entitled to rely in good faith on figures provided by such other tamer as part of its settlement. Furthermore, the settlement of the claim of a Municipality against whom a judgment has been secured by such other carrier shall not be considered in calculating whether this subsection applies. In the event a settlement subject to this subsection is entered into, the Total Past Tax Consideration to be paid pursuant to this Agreement and the maximum fee award provided for in Section V.0 of this Agreement shall be reduced proportionately with such other settlement. 3. With regard to Verizon Wireless' payment of future taxes pursuant to Section II.A.Z of this Agreement, this Section shall apply in the event that any Class Member enters into an Agreement or issues instructions to Another Carrier that allows such other carrier to pay Business License Taxes at a lower rate or on different terms than those being paid by Verizon Wireless. In such case, Verizon Wireless shall be entitled on a going forward basis to pay Business License Taxes at the same rate and/or the same terms as those applicable to such other carrier. 19 III. NOTICE OF CLASS ACTION SETTLEMENT Notice of the Settlement shall be provided to Municipalities as follows: A. Notified Municipalities. Verizon Wireless shall send the Notice to each Municipality in the State of Missouri via first-class mail, addressed using reasonably available information and sources. Class Counsel will assist Verizon Wireless in identifying the name and address for each Municipality B. Amount of Past Tax Payment. Attached as Exhibit E is the calculation of the Past Tax Payment for each Municipality along with the applicable tax rate. These calculations have been reviewed and agreed upon by Class Counsel and are final, subject only to revisions that are approved by Verizon Wireless pursuant to a Municipality's appeal to Verizon Wireless under Section IV.H; provid however, that prior to the mailing of the Notices, Class Counsel and the respective Municipality may make inquiries of Verizon Wireless regarding the calculations of each Municipality's Past Tax Payment, and Verizon Wireless agrees to respond to such inquiries in a timely manner and to wafer in good faith to resolve any disputes concerning the amount of the Past Tax Payment. C. Notice. Within twenty (20) days after the entry of the Preliminary Approval Order, and in accordance with the timetable established under the Preliminary Approval Order, Verizon Wireless shall mail the Notice together with a Claim Form, in the form attached hereto as Exhibit B, to each Municipality as described in Section M. above. The Notice shall inform the Municipalities of the conditional certification of the Settlement Class and the general terms of the Settlement Agreement, advise of the manner in which to opt out of or object to the settlement, and state the date and time of the Final Fairness Hearing. The Notice to each Class 20 Member shall also contain the calculation of the Past Tax Payment that would be due to the Municipality pursuant to the Settlement. D. Website. Promptly after entry of the Preliminary Approval Order, and in accordance with the timetable established under the Preliminary Approval Order, Class Counsel shall post or cause to have posted the Settlement Agreement and template Notice and Claim Form and a Frequently Asked Questions and Answers section on the Internet website of the Missouri Municipal League (h"://www.mocitics.com , said posting to be maintained from the first date of publication through the end of the Claim Period. E. Best Notice Practicable. Compliance with the procedures described in this Section III is the best notice practicable under the circumstances and shall constitute due and sufficient notice to Class Members of the pendency of the Action, certification of the Settlement Class, the terms of the Settlement Agreement, and the Final Fairness Hearing, and shall satisfy the requirements of the Missouri Supreme Court Rules, the Constitution of the State of Missouri, the United States Constitution, and any other applicable law. This Settlement Agreement shall be binding even on Municipalities not receiving notice. IV. DISTRIBUTION OF SETTLEMENT CLASS RELIEF A. Settlement Administration. The Settlement Class, Class Counsel or their designated agent(s) will cooperate to assist Verizon Wireless in performing all duties required of it pursuant to this Settlement Agreement, including, but not limited to, approving or rejecting Claim Forms; determining which Municipalities have filed a valid and timely Request for Exclusion; and mailing checks, all as described below. Additionally, Verizon Wireless will be obligated to bring to the Court's attention for resolution any disputes that arise in the course of 21 the settlement administration process and cannot be resolved by agreement between Verizon Wireless and Class Counsel. B. Report on Requests for Exclusion. Within five (5) days of the last postmark date on which a Municipality shall be permitted to submit a Request for Exclusion, Verizon Wireless shall prepare and file with the Court, after consultation with Class Counsel, a report identifying each Municipality that has submitted a timely and valid Request for Exclusion from the Settlement Class. Such Municipalities will not be entitled to receive any Total Past Tax Consideration, and Verizon Wireless shall not distribute any Past Tax Payment to any such Municipality. C. Report on Members of the Settlement Class Ineligible To Receive Settlement Class Relief. Within five (5) days of the last postmark date on which a member of the Settlement Class shall be permitted to submit a Claim Form or to resubmit a Claim Form as described herein, Verizon Wireless shall prepare and deliver to Class Counsel a report identifying all Class Members that have submitted claims as well as those Class Members who are deemed by Verizon Wireless to be ineligible to receive Settlement Class Relief on account of any deficiency in their Claim Form. D. Acceptance of Settlement Agreement Each Class Member, in order to be entitled to the Past Tax Payment, must, within the Claim Period, take all actions necessary to make this Settlement Agreement enforceable against such Class Member in accordance with Missouri law as well as local ordinances and enabling authority. E. Claim Form. In order for a Municipality to receive the Past Tax Payment pursuant to Section II.A.1 of this Settlement Agreement, it must complete, sign and submit to 22 Verizon Wireless by mail a hard copy of a Claim Form to the address specified on the Claim Form. The Claim Form will require the Municipality to provide the following: 1. the name and address of the Municipality; 2. the name, address and telephone number of the Municipality's duly authorized representative(s), to whom all inquiries regarding the Claim Form and Business License Tax may be directed; 3. copies of the ordinances or municipal code provisions imposing the Business License Tax between September 1,2005 and August 31, 2007; 4. copies of an ordinance enacted by the Municipality accepting all terms and provisions.of this Settlement Agreement or, if the Municipality chooses to effect its acceptance of all terms and conditions of this Settlement Agreement by another accepted, legally binding method, copies of an acknowledgment that the Municipality agrees to be bound by the terms of this Settlement Agreement if approved by the Court, which acknowledgment shall describe the method used to accept this Settlement Agreement and shall be accompanied by an opinion of counsel, addressed to Verizon Wireless, that the Settlement Agreement, if approved by the Court, is a binding obligation of the Municipality; 5. the name and address to which the Past Tax Payment shall be made and mailed. The person submitting the Claim Form must certify that (i) the information contained in and submitted with the Claim Form is complete and accurate to the best of his/her and the Class 23 Member's knowledge, after due inquiry; (ii) that he/she is authorized to submit the Claim Form on behalf of the Class Member and to make the attendant representations on behalf of the Class Member, (iii) that the Class Member agrees to be bound by the terms of this Settlement Agreement if approved by the Court; and (iv) that,prior to submitting the Claim Form, the Class Member has taken all actions necessary for this Settlement Agreement to be enforceable against the Class Member. All completed Claim Forms must be mailed to the address designated by Verizon Wireless. The postmark deadline for submitting the Claim Form will be sixty(60) days from the date of the mailing of the Claim Form. Subject to Section IV.H below, submission of a Claim Form shall be deemed acceptance by the Class Member of Verizon Wireless' calculation of the Past Tax Payment as adequate consideration for the release and settlement of the past tar liability as set forth in this Settlement Agreement and such amounts shall not be open to further audit or dispute. F. Approval and Reiection of Claim Forms. Verizon Wireless shall determine whether a Claim Form is valid based solely upon the responses provided to the questions set forth on the Claim Form, the documents provided with the Claim Form, and the postmarked date that the Claim Form is submitted. To be valid, a Claim Form must: (1) be fully completed, as set forth in Section IV.E; (2) be certified by a duly authorized representative of the Class Member, as set forth in Section IV.E; and (3) be timely mailed to Verizon Wireless. if Verizon Wireless rejects a Claim Form, Verizon Wireless shall within 30 days of receipt notify Class Counsel and the Municipality submitting the Claim Form of the rejection and the reasons for rejection in writing, as well as the procedure for challenging the rejection. G. Procedures for Challenging Rejection of Claim Forms. Subject to Section N.H. 24 which provides the sole basis for a Municipality to challenge the amount of the Past Tax Payment, a Municipality that was notified by Verizon Wireless that its Claim Form was rejected pursuant to the preceding Section shall have the right to challenge the rejection under this Section IV.G. Such Municipality shall be permitted a period of thirty (30) days from the date of the mailing of the notice of rejection in which either to (a) resubmit the Claim Form to Verizon Wireless with any missing information necessary for the Claim Form to be approved, or (b) notify Verizon Wireless of its challenge to the rejection. Upon such notification, Verizon Wireless promptly shall notify Class Counsel, who then shall have the obligation to meet and confer with Verizon Wireless and representatives of the Municipality in question in an attempt consensually to resolve the challenge. Failing consensual resolution, Verizon Wireless shall notify the challenging Party that it may,within ten(10) days of receipt of such notice,present the challenge through its counsel to the Court; provided, however, that any dispute regarding the amount of the Past Tax Payment shall be handled pursuant to Section N.H, and not pursuant to this Section N.G. H. Disautes as to Amount of Past Tax Payment. In the event that a Municipality disagrees with the Past Tax Payment set forth on Exhibit E, such Municipality shall submit with its Claim Form a detailed explanation as to why it believes the Past Tax Payment was incorrectly calculated. In the event that Verizon Wireless disagrees with such a Municipality's contention, Verizon Wireless shall meet and confer in good faith with Class Counsel and representatives of the Municipality in question in an effort to resolve the issue. If, despite such consultation, the Municipality and Verizon Wireless cannot agree on the Past Tax Payment,the Past Tax Payment contained in the Notice shall be the amount the Municipality shall be entitled to receive pursuant to the Settlement, subject to the Municipality's right to opt out of the Settlement, which opt-out 25 deadline shall be extended for such Municipality only for a period of 30 days to resolve disputes related solely to the amount of the Past Tax Payment. Such right to opt out shall be the sole remedy of such Municipality, and the disagreement as to the amount of the Past Tax Payment shall not be subject to challenge or appeal pursuant to Section IV.G or otherwise. I. Payment and Processing of Approved Claims. Approved claims will be paid by check that is mailed on or before the date specified in Section II.A.1 to the name and address provided by the Municipality pursuant to Section fV.E.S. V. PAYMENT OF ATTORNEYS' FEES AND EXPENSES AND SETTLEMENT COSTS Attorneys' fees and expenses and settlement costs shall be paid as follows: A. Costs of Notice. Verizon Wireless shall be responsible for providing notice of the proposed Settlement to the Municipalities as provided herein, including costs of identifying members of the Settlement Class, costs of printing the Notice, and costs of mailing the Notice, and shall be responsible for printing the Notice, Claim Forms, and other necessary documents. If, for any reason,the Effective Date of the Settlement does not occur, then the costs of providing notice to the Settlement Class that are incurred by Verizon Wireless shall nevertheless be home by Verizon Wireless. B. Costs of Administering Settlement. Verizon Wireless shall bear all reasonable costs of administering the Settlement and the cost of printing and mailing any checks to be issued as part of the Settlement If, for any reason, the Effective Date of the Settlement does not occur, then the costs of administering the Settlement that are incurred by Verizon Wireless shall nevertheless be bome by Verizon Wireless. C. Attorneys' Fees Expenses and Attorneys' Liens. Plaintiffs' Counsel will make a Fee and Expense Application to be heard in connection with the Final Fairness Hearing, 26 requesting that the Court award attorneys' fees, costs and expenses in the amount of Five Million Dollars ($5,000,000) (collectively, the "Agreed Fees"), which shall be separately paid by Verizon Wireless and shall not reduce or diminish in any way the recoveries of the Class Members. Verizon Wireless agrees not to oppose such request up to the Agreed Fees. If the Court awards attorneys' fees, costs and expenses in an amount greater than the Agreed Fees, then Verizon Wireless shall pay only the Agreed Fees. Verizon Wireless shall pay the amount of fees awarded by the Court, within thirty (30) days of the Effective Date of the Settlement. Upon full payment of such fee award, Class Counsel shall be deemed to release and discharge Verizon Wireless from and against any and all attorneys' liens they may have on any and all sums paid to or for the benefit of each Municipality hereunder, including without limitation any attorneys' lien pursuant to Sections 484.130 and 484.140, RSMo; provided, however, that if Verizon Wireless is required to effect payment of the Past Tax Payments under Section II.A.1 or to release any Protested Tax before such full payment of the fee award, then Class Counsel hereby consents to such payment and agrees that, notwithstanding anything to the contrary, including without limitation Sections 484.130 and 484.140, RSMo, the payment of Past Tax Payments as required by Section II.A.l or release of the Protested Tax shall not cause Verizon Wireless' liability to Class Counsel for attorney fees to exceed the liability established under this Agreement.. D. Severability of Attorneys' Fees and Expenses. The Parties agree that the rulings of the Court regarding the amount of attorneys' fees and expenses, and any claim or dispute relating thereto, will be considered by the Court separately from the remaining matters to be considered at the Final Fairness Hearing as provided for in this Settlement Agreement. Any order or proceedings relating to the amount of attomeys' fees or expenses, and any appeal from any order related thereto, shall not operate to terminate or cancel the Settlement Agreement, 27 affect the Releases provided for in the Settlement Agreement, or affect whether the Final Approval Order and Judgment of Dismissal are Final. Vl. RELEASES AND DISNIISSALS In order to effectuate the Parties' desire to fully, finally and forever settle, compromise, and discharge all disputes arising from or related to the Action by way of compromise rather than by way of further litigation, the Releasing Parties and the Verizon Wireless Released Parties agree as follows: A. Release by Releasing Parties. Upon the Effective Date of the Settlement, the Releasing Parties shall be deemed to have, and by operation of the Judgment and Order of Dismissal shall have, fully, finally, and forever released, relinquished, and discharged the Released Claims, as defined in Section I.Z. Further, upon the Effective Date of the Settlement and to the fullest extent permitted by law, Plaintiffs and each of the Class Members shall be barred and estopped from commencing, prosecuting, or participating in, either directly, indirectly, representatively, as a member of or on behalf of the general public, or in any capacity, any recovery in any action in this or any other forum (other than participation in the settlement as provided herein) in which any of the Released Claims is asserted. Nothing in this Settlement Agreement shall be construed as a release of any claims against any other Defendants in the Action who are not parties to this Settlement Agreement. B. Release by Verizon Wireless Released Parties. Upon the Effective Date of the Settlement, the Verizon Wireless Released Parties shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged Plaintiffs, the Class Members and Class Counsel, from all claims arising out of, in any way relating to, or in connection with the institution, prosecution, assertion, settlement, or resolution 28 of the litigation or the Released Claims. In any future dispute relating to Verizon Wireless' payment of Business License Tax, the Verizon Wireless Released Parties shall not raise any claims or defenses relating to the enactment or validity of the Class Members' current Business License Tax ordinances or the applicability of these ordinances to CMRS. C. Dismissals and Stay of Protested Tax Litigation. Verizon Wireless agrees to file, no later than thirty (30) days after the Effective Date of the Settlement, the appropriate motions to dismiss the Protested Tar Litigation, dismissing all claims against the Class Members related to Business License Tares paid under protest up to and including August 31, 2007, but without prejudice to any claims not barred by this Settlement Agreement with regard to Business License Taxes imposed on or after September 1, 2007. The Parties agree to seek a stay of all proceedings in the Protested Tax Litigation pending the Effective Date of the Settlement. D. Pass Through to Customers. The Class Members agree not to challenge Verizon Wireless' right to pass through to its retail customers all or any part of the sums paid to a Class Member under the Business License Tax ordinances and this Settlement Agreement. E. Preclusive Effect. On the Effective Date of the Settlement, Plaintiffs and each and every Class Member shall be bound by this Settlement Agreement and shall have recourse exclusively to the benefits, rights and remedies provided hereunder. No other action, demand, suit or other claim may be pursued against the Verizon Wireless Released Parties with respect to the Released Claims by the Releasing Parties. The Parties acknowledge and agree that Verizon Wireless' agreement to pay the Past Tax Payment and the Business License Tax going forward with respect to each settling Class Member, as well as the attorney's fees provided herein, is based on each such Municipality's representation that it has the authority to enter into, and will be bound by, this Settlement Agreement. The Parties further acknowledge and agree that, in the 29 event a court of competent jurisdiction declares that this Settlement Agreement is unenforceable against, or can be voided or rescinded by, any Class Member, it would be unjust and inequitable for such Class Member to retain the consideration paid by Verizon Wireless hereunder, yet reinstitute any legal proceeding against Verizon Wireless with respect to the matters released herein. Notwithstanding anything to the contrary contained herein or provided under applicable law (including without limitation, to the extent applicable, Section 432.070, RSMo), the dismissal with prejudice of the Class Members' action(s) as set forth herein shall be res judicata and shall bar the re-filing of any and all claims that were or could have been brought by the Class Members. In addition, in the event that, despite the provisions of this Settlement Agreement, any Released Party is permitted in the future to pursue any claim that is or was a Released Claim under this Agreement, such Released Party shall forfeit and return to Verizon Wireless, prior to proceeding with any such claim, any Past Tax Payment received from Verizon Wireless pursuant to this Agreement. For avoidance of doubt, the provisions of this Section shall be severable from the remaining provisions of this Settlement Agreement, and the Parties acknowledge and agree that the consideration given by Verizon Wireless under this Settlement Agreement constitutes fair and adequate consideration for the releases by the Class Members hereunder, and for the obligations of the Class Members and Class Counsel under this Section and the remaining Sections of this Settlement Agreement. F. Mistake. In entering into this Settlement Agreement, the Releasing Parties and the Verizon Wireless Released Parties each assume the risk of any mistake of fact or law. If they, or any of them, should later discover that any fact which they relied upon in entering this Agreement is not true, or that their understanding of the facts or law was incorrect, they shall not be entitled to set aside this Settlement Agreement by reason thereof. 30 G. Covenant Not to Sue. As of the Effective Date of the Settlement, this Settlement Agreement may be pled as a full and complete defense to any Released Claims that may be instituted, prosecuted or attempted in breach of this Settlement Agreement. The Releasing Parties covenant that they will not institute or prosecute, against the Verizon Wireless Released Parties, or any of them, any action, suit or other proceeding based in whole or in part upon any of the Released Claims, and the Verizon Wireless Released Parties likewise covenant that they will not institute or prosecute against the Releasing Parties or any of them, any action, suit or other proceeding based in whole or in part upon any of the Released Claims nor based in whole or in part on the defenses, counterclaims, or other assertions raised by the Verizon Released Parties in the Action or in the Protested Tax Litigation or both. For the sake of clarification, Verizon Wireless agrees not to initiate or support any litigation to challenge the applicability of the Class Member's current Business License Tax ordinance to CMRS. H. Iniunctive Relief. The Parties, and each of them, covenant that this Settlement Agreement may be used as a basis for a temporary restraining order, preliminary injunction and permanent injunction against any breach of this Agreement. The Parties judicially admit hereby for all purposes that time is of the essence as to all terms and conditions of the Settlement Agreement and that damages for a breach of this Settlement Agreement would be inadequate. VII. CERTIFICATION OF SETTLEMENT CLASS AND COURT APPROVAL OF THE SETTLEMENT The Parties shall use their respective best efforts to obtain Court approval of this Settlement Agreement. The process for obtaining Court approval of this Settlement Agreement shall be as follows: A. Appointment of Class Representatives and Class Counsel. For settlement purposes only, Plaintiffs and Defendants will request, as part of the Preliminary Approval Order, 31 that the Court make preliminary findings and enter an Order granting provisional certification of the Settlement Class, subject to final findings and ratification of the Judgment and Order of Dismissal, and appointing Plaintiffs as Class Representatives of the Settlement Class, and John W. Hoffman and Douglas R. Sprong, Korein Tillery, LLC, 505 N. 7h Street, Suite 3600, St. Louis, MO 63101; John F. Mulligan, Jr., 7700 Bonhomme Ave., Suite 200, Clayton, MO 63105; and Howard Paperner, 9322 Manchester Road, St. Louis, MO 63119, as Class Counsel. B. Conditional Certification. Defendants consent to certification of the Settlement Class for the sole purpose of effectuating the settlement of this action. If this Settlement Agreement is terminated pursuant to its terms, or if the Settlement Agreement is not approved, the order conditionally certifying the Settlement Class shall be automatically vacated upon notice to the Court of the termination of the Settlement Agreement, and the matter shall proceed as though the Settlement Class had never been conditionally certified and such findings had never been made, without prejudice to the ability of any party thereafter to request or oppose class certification on any basis. C. Preliminary Approval. As soon as practicable after the execution of this Settlement Agreement by Class Counsel and Defendants' Counsel, but no later than ten (10) days after execution of this Settlement Agreement, unless an extension is agreed to by Defendants' Counsel and Class Counsel, Class Counsel and Defendants' Counsel shall submit the Settlement Agreement to the Court and shall jointly request entry of the Preliminary Approval Order substantially in the form of Exhibit C hereto. The Preliminary Approval Order shall include provisions: (1) preliminarily certifying the Settlement Class for Settlement purposes only; (2) preliminarily approving Plaintiffs as Class Representatives, (3) preliminarily approving this Settlement and finding this Settlement sufficiently fair, reasonable and adequate to allow 32 Notice to be disseminated to the Settlement Class; (4) approving the form of the Notice; (4) setting a schedule for final approval of the Settlement; (5) providing an Opt-Out Date and an Objection Date; and (6) providing that, pending entry of the Order and Judgment, neither Plaintiffs nor any Class Member (either directly, in a representative capacity, or in any other capacity) shall commence or continue any action against Verizon Wireless asserting any of the Released Claims and that all proceedings in the Action are stayed, other than such proceedings as are related to the Settlement. D. Opt-Out Procedure. Each member of the Settlement Class wishing to opt out of the Settlement Class shall individually sign and timely submit a Request for Exclusion to a designated address. To be valid, the Request for Exclusion must: (a) set forth the name of the Municipality and its duly authorized representative's name, address and phone number, and the name and cause number of the Action (City of University City, Missouri, et al. v. AT&T Wireless Services, Inc., et al., cause number 01-CC-004454); (b) be signed by an authorized representative of the Municipality; (c) clearly manifest an intent to be excluded from the Settlement Class, and (d) be postmarked no later than forty five (45) days after the date of the Notice. E. Obiections to Settlement. All class members who wish to object to the proposed Settlement and/or the Fee and Expense Application may do so by filing a written Objection, stating, in detail, the substance of the objection and the reason(s) therefor. The Objection must be filed with the Clerk of the Court and served upon counsel for all parties, whose names and addresses are listed in the Notice, within forty-five (45) days of the date of the mailing of the Notice. Any class member may appear at the Final Fairness Hearing by duly authorized counsel and be heard, in support of or in opposition to the fairness, reasonableness, or adequacy of the proposed settlement. No class member or counsel, however, shall be heard at the hearing, and no 33 paper, brief, or evidence submitted by any such person shall be received or considered by the Court, unless such person, within forty-five (45) days of the date of the mailing of the Notice, files with the Clerk of Court and serves upon counsel for all parties, whose names and addresses shall be listed in the Notice, a notice of his or her intention to appear, a statement of the position he or she will assert, and the reasons for his or her position, and all papers, briefs, or other evidence that he or she intends to present to the Court in support of such position. F. Final Fairness Hearing. On the date set forth in the Preliminary Approval Order, which shall be approximately ninety (90) days after mailing.of the Notice, the Court shall conduct a Final Fairness Hearing in order to: (1)determine whether to grant final approval to this Settlement Agreement; (2) consider any timely objections to this Settlement and all responses to objections by the Parties;and(3)rule on the Fee and Expense Application. At the Final Fairness Hearing, the Parties shall ask the Court to give final approval to this Settlement Agreement. If the Court grants final approval to this Settlement Agreement, then the Court shall enter an Order and Judgment of Dismissal, substantially in the form of Exhibit D hereto, which approves the Settlement,authorizes entry of a final judgment, dismisses the Action with prejudice with respect to Verizon Wireless, and dismisses Verizon Wireless' counterclaims raised in the Action with prejudice with respect to the Class Members. For avoidance of doubt, the dismissal of Verizon Wireless' counterclaims herein shall be without prejudice to any claims not barred by this Settlement Agreement with regard to Business License Taxes imposed on or after September 1, 2007, e.g., in the event of any judgment, legislation or other change of law as provided in Section II.A.2 above. VIII. LIMITATIONS ON USE OF SETTLEMENT AGREEMENT The Parties' use of the Settlement Agreement shall be limited as follows: 34 A. No Admission. Neither the acceptance by Verizon Wireless of the terms of this Settlement Agreement nor any of the related negotiations or proceedings is or shall be construed as or deemed to be legal evidence of an admission by any of the Verizon Wireless Released Parties with respect to the merits of the claims alleged in the Action, the validity of any claims that could have been asserted by any of the Class Members in the Action, or the liability of any of the Verizon Wireless Released Parties in the Action. Verizon Wireless specifically denies any liability or wrongdoing of any kind associated with the claims alleged in the Action. For avoidance of doubt, nothing contained herein is intended to be, or shall be construed as, an admission by Verizon Wireless that it is a "telephone company," "exchange telephone company," or "public utility" under Missouri law, or subject to the jurisdiction or regulation of the Missouri Public Service Commission or any Municipality. Aside from the obligation to pay taxes going forward, as set forth in Section II.A.2 above, this Settlement Agreement is not intended to, and shall not be construed as imposing any other obligations on Verizon Wireless under the Class Member's respective ordinances, including without limitation any rate regulation or customer service requirements. B. No Evidentiary Use. This Agreement shall not be used, offered or received into evidence in the Action for any purpose other than to enforce, construe or finalize the terms of the Settlement Agreement and/or to obtain the preliminary and final approval by the Court of the terms of the Settlement Agreement. Neither this Agreement nor any of its terms shall be offered or received into evidence in any other action or proceeding except in a proceeding by a third party challenging any of the payments or obligations hereunder. C. Characterization to Media. The Parties agree that in the event any counsel for any Party contacts or is contacted by any member of the media regarding the Action or this 35 Settlement Agreement, said counsel shall not refer to or characterize the Action or the Settlement Agreement as continuing or evidencing an admission or inference of: (1) liability, fault or wrongdoing on the part of Defendants or Defendants' Counsel, including any wrongdoing in connection with the defense of the Action; or (2) lack of merit of any claim asserted in the Action, or wrongdoing on the part of Plaintiffs, Class Counsel or the Class Members in connection with the institution,prosecution or settlement of the Action. IX. AUSCELLANEOUS PROVISIONS A. Assignment Except for the ordinary assignment of tax revenues in connection with municipal tax anticipations and other financings, or any assignment of Back Tax Payment made to the Missouri Municipal League or St. Louis County Municipal League pursuant to the Claim Form (but only if such assignment to the Missouri Municipal League or St. Louis County Municipal League is specifically authorized by an ordinance that is submitted with the Municipality's Claim Form), each Party represents, covenants and warrants that he, she or it has not directly or indirectly assigned, transferred, encumbered or purported to assign, transfer, or encumber to any person or entity any portion of any liability, claim, demand, cause of action or rights that he or she herein releases. B. Binding on Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties,and their respective heirs,trustees, executors, successors and assigns. C. Captions and Interpretations. Section titles or captions contained herein are inserted as a matter of convenience and for reference, and in no way define, limit, extend or describe the scope of this Agreement or any provision hereof. Each term of this Agreement is contractual and not merely a recital. 36 D. Construction. The Parties agree that the terms and conditions of this Settlement Agreement are the result of arms'-length negotiations between the Parties and that this Agreement shall not be construed in favor or against any Party by reason of the extent to which any Party, or his, her or its counsel, participated in the drafting of this Agreement. E. Counterparts. This Agreement, and any amendments hereto, may be executed in any number of counterparts, and any Party may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. F. Govemine Law. Construction and interpretation of the Agreement shall be determined in accordance with the laws of the State of Missouri, irrespective of the State of Missouri's choice of law principles. G. Integration Clause. This Agreement, including the Exhibits referred to herein, which forth an integral part hereof, contains the entire understanding of the Parties in respect of the subject matter contained herein. There are no promises, representations, warranties, covenants or undertakings governing the subject matter of this Agreement other than those expressly set forth in this Agreement. This Agreement supersedes all prior agreements and understandings among the Parties with respect to the settlement of the Action. This Agreement may not be changed, altered or modified, except in a writing signed by the Parties and approved by the Court. This Agreement may not be discharged except by performance in accordance with its terms or by a writing signed by the Parties. H. Invalidation. The voiding, by Court order or otherwise, of any material portion of this Agreement shall invalidate the Agreement in its entirety unless the Parties agree in writing that the remaining provisions shall remain in full force and effect. 37 I. Jurisdiction. The Court shall retain jurisdiction, after entry of the Final Approval Order, with respect to enforcement of the terms of this Settlement, and all Parties and members of the Settlement Class submit to the exclusive jurisdiction of the Court with respect to the enforcement of the Settlement and any dispute with respect thereto. J. Modification. If the Court orders any modification to the Settlement Agreement that has not been previously agreed to by the Parties, as a condition of preliminary approval or final approval of the Settlement Agreement, then the Parties, and each of them, shall have the option to rescind the Settlement Agreement and resume the Action if they are not willing to accept any such modification. K. No Collateral Attack. This Agreement shall not be subject to collateral attack by any Class Member at any time on or after the date upon which the Order and Judgment of Dismissal becomes Final. Such prohibited collateral attacks shall include claims that a Class Member's claim was improperly denied, that the payment to a Class Member was improperly calculated, and/or that a Class Member failed to receive timely notice of the Settlement Agreement. L. Nullification. If, for any reason, the Court fails to grant preliminary approval or final approval as provided herein, the Court fails to grant final approval to this Settlement Agreement or the approval of the Order and Judgment is reversed or rendered void as a result of an appeal, then: (1) this Settlement Agreement shall be considered null and void; (Z) neither this Settlement Agreement nor any of the related negotiations shall be of any force or effect; (3) the certification of the class for settlement purposes shall be vacated and any findings regarding the certification shall not be used or admissible for any purpose in the Action, the Protested Tax Litigation, or any other proceedings involving the subject matter of the action; and (4) all Parties 38 to this Settlement Agreement shall stand in the same position, without prejudice, as if the Settlement Agreement had neither been entered into nor filed with the Court. M. Parties' Authority. The signatories hereto hereby represent that they are fully authorized to enter into this Agreement and bind the Parties to the terms and conditions hereof. N. Receipt of Advice of Counsel. The Parties acknowledge, agree, and specifically warrant to each other that they have read this Settlement Agreement, have received legal advice with respect to the advisability of entering into this Settlement, and fully understanding its legal effect. O. Right to Rescind for Unexpected Incidence of Exclusion. Upon the occurrence of any of the following events prior to the Effective Date of the Settlement, Verizon Wireless may, at its option, elect to rescind this Settlement Agreement: (i) fifty (50) or more Municipalities who fall within the definition of the Settlement Class validly and timely request exclusion from the Settlement Class; (ii) Municipalities representing ten percent (10%) or more of Verizon Wireless' potential Total Past Tax Consideration under Section II.A.1 validly and timely submit a Request for Exclusion from the Settlement Class, provided, however, that, in the event that St. Louis City validly and timely submits a Request for Exclusion from the Settlement Class, for purposes of performing the above calculation, St. Louis City shall be considered as not qualifying for the Settlement Class, such that the Past Tax Payment that would have been made to, and the Protested Taxes that would have been released to, St. Louis City shall be deducted from the potential Total Past Tax Consideration when performing the calculation. Verizon Wireless' election to rescind pursuant to this Section must be made in writing and be delivered to Class Counsel no later than the Effective Date of the Settlement. Upon the exercise by Verizon 39 Wireless of the option to terminate, this Agreement is nullified as set forth above in Section IX.L. P. Waiver of Compliance. Any failure of any Party to comply with any obligation, covenant, agreement or condition herein may be expressly waived in writing, to the extent permitted under applicable law, by the Party or Parties entitled to the benefit of such obligation, covenant, agreement or condition. A waiver or failure to insist upon strict compliance with any representation, warranty, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. 40 IN WITNESS WHEREOF, Plaintiffs' counsel and proposed Class Counsel and Defendants' Counsel have executed this Settlement Agreement on this 30'h day of August,2007; subject to Court approval. Plaintiffs'Counsel and Proposed Class Counsel: By: Jo W. offman DougTasrR. Sprong Korein Tillery, LLC 505 N. 7' Street, Suite 3600 St. Louis, MO 63101 By: AI d• �1.0I John Mulligan, Jr. 7700 .onhomme Ave., Suite 200 Clayton,MO 63105 By: 46 �clQ►.-�-��. Howard Pap er 9322 Manchester Road St. Louis,MO 63119 Defendants'Counsel. By: Q., a �-av Jcfldan B. Cherrick James H. Ferrick, III Jason L. Ross Kirsten M. Ahmad Greensfelder,Hemker& Gale, P.C. 10 S. Broadway, Suite 2000 St. Louis, MO 63102 991596 41