 Federal Internet Law & Policy |
AT&T / Bell South Merger Commitments |
AT&T / Bell South Merger Commitments
Filed December 28, 2006
[See AT&T / BellSouth Merger Proceeding]
For the avoidance of doubt, unless otherwise expressly stated to the contrary, all conditions and
commitments proposed in this letter are enforceable by the FCC and would apply in the
AT&T/ BellSouth in-region territory, as defined herein, for a period of forty-two months from the
Merger Closing Date and would automatically sunset thereafter.
Repatriation of Jobs to the US
AT&T/ BellSouth' is committed to providing high quality employment opportunities in the U.S. In order to further this commitment, AT&T BellSouth will repatriate 3,000 jobs that are currently outsourced by BellSouth outside of the U.S . This repatriation will be completed by December 31, 2008. At least 200 of the repatriated jobs will be physically located within the New Orleans, Louisiana MSA.
Promoting Accessibility of Broadband Service
1. By December 31, 2007, AT&T/ BellSouth will offer broadband Internet access service (i.e., Internet access service at speeds in excess of 200 kbps in at least one direction) to 100 percent of the residential living units in the AT&T/ BellSouth in-region territory. 2 To meet this commitment, AT&T/ BellSouth will offer broadband Internet access services to at least 85 percent of such living units using wireline technologies (the "Wireline Buildout Area"). AT&T/ BellSouth will make available broadband Internet access service to the remaining living units using alternative technologies and operating arrangements, including but not limited to satellite and Wi-Max fixed wireless technologies . AT&T/BellSouth further commits that at least 30 percent of the incremental deployment after the Merger Closing Date necessary to achieve the Wireline Buildout Area commitment will be to rural areas or low income living units. 3
2. AT&T/ BellSouth will, provide an ADSL modem without charge (except for shipping and handling) to residential subscribers within the Wireline Buildout Area who, between July 1,' 2007, and June 30, 2008, replace their AT&T/ BellSouth dial-up Internet access service with AT&T/ BellSouth's ADSL service and elect a term plan for their ADSL service of twelve months or greater.
3. Within six months of the Merger Closing Date, and continuing for at least 30 months from the inception of the offer, AT&T/ BellSouth will offer to retail consumers in the Wireline Buildout Area, who have not previously subscribed to AT&T's or BellSouth's ADSL service, a broadband Internet access service at a speed of up to 768 Kbps at a monthly rate (exclusive of any applicable taxes and regulatory fees) of $10 per month.
Statement of Video Roll-Out Intentions
AT&T is committed to providing, and has expended substantial resources to provide, a broad array of advanced video programming services in the AT&T in-region territory. These advanced video services include Uverse, on an integrated IP platform, and HomeZone, which integrates advanced broadband and satellite services. Subject to obtaining all necessary authorizations to do so, AT&T/ BellSouth intends to bring such services to the BellSouth in-region territory in a manner reasonably consistent with AT&T's roll-out of such services within the AT&T in-region territory. In order to facilitate the provision of such advanced video services in the BellSouth inregion territory, AT&T/ BellSouth will continue to deploy fiber-based facilities and intends to have the capability to reach at least 1 .5 million homes' in the BellSouth in-region territory by the end of 2007. AT&T/ BellSouth agrees to provide a written report to the Commission by December 31, 2007, describing progress made in obtaining necessary authorizations to roll-out, and the actual roll-out of, such advanced video services in the BellSouth in-region territory.
Public Safety, Disaster Recovery
1 . By June 1, 2007, AT&T will complete the steps necessary to allow it to make its disaster recovery capabilities available to facilitate restoration of service in BellSouth's in-region territory in the event of an extended service outage caused by a hurricane or other disaster.
2. In order to further promote public safety, within thirty days of the Merger Closing Date, AT&T/ BellSouth will donate $l million to a section 501(c)(3) foundation or public entities for the purpose of promoting public safety.
Service to Customers with Disabilities
AT&T/ BellSouth has a long and distinguished history of serving customers with disabilities. AT&T/ BellSouth commits to provide the Commission, within 12 months of the Merger Closing Date, a report describing its efforts to provide high quality service to customers with disabilities.
UNEs
1 . The AT&T and BellSouth ILECs shall continue to offer and shall not seek any increase in state-approved rates for UNEs or collocation that are in effect as of the Merger Closing Date. For purposes of this commitment, an increase includes an increased existing surcharge or a new surcharge unless such new or increased surcharge is authorized by the applicable interconnection agreement or tariff, and by the relevant state commission. This commitment shall not limit the ability of the AT&T and BellSouth ILECs and any other telecommunications carrier to agree voluntarily to any different UNE or collocation rates.
2 . AT&T/ BellSouth shall recalculate its wire center calculations for the number of business lines and fiber-based collocations and, for those that no longer meet the non-impairment thresholds established in 47 CFR §§ 51 .319(a) and (e), provide appropriate loop and transport access. In identifying wire centers in which there is no impairment pursuant to 47 CFR §§ 51s319(a) and (e), the merged entity shall exclude the following: (i) fiber-based collocation arrangements established by AT&T or its affiliates; (ii) entities that do not operate (i.e., own or manage the optronics on the fiber) their own fiber into and out of their own collocation arrangement but merely cross-connect to fiberbased collocation arrangements; and (iii) special access lines obtained by AT&T from BellSouth as of the day before the Merger Closing Date.
3 . AT&T/ BellSouth shall cease all ongoing or threatened audits of compliance with the Commission's EELs eligibility criteria (as set forth in the Supplemental Order Clarification's significant local use requirement and related safe harbors, and the Triennial Review Order's high capacity EEL eligibility criteria), and shall not initiate any new EELS audits.
Reducing Transaction Costs Associated with Interconnection Agreements
1 . The AT&T/ BellSouth ILECs-shall make available to any requesting telecommunications carrier any entire effective interconnection agreement, whether negotiated or arbitrated, that an AT&T/ BellSouth ILEC entered into in any state in the AT&T/ BellSouth 22-state ILEC operating territory, subject to state-specific pricing and performance plans and technical feasibility, and provided, further, that an AT&T/ BellSouth ILEC shall not be obligated to provide pursuant to this commitment any interconnection arrangement or UNE unless it is feasible to provide, given the technical, network, and OSS attributes and limitations in, and is consistent with the laws and regulatory requirements of, the state for which the request is made.
2. The AT&T/ BellSouth ILECs shall not refuse a request by a telecommunications carrier to opt into an agreement on the ground that the agreement has not been amended to reflect changes of law, provided the requesting telecommunications carrier agrees to negotiate in good faith an amendment regarding such change of law immediately after it has opted into the agreement .
3 . The AT&T/ BellSouth ILECs shall allow a requesting telecommunications carrier to use its pre-existing interconnection agreement as the starting point for negotiating a new agreement.
4. The AT&T/ BellSouth ILECs shall permit a requesting telecommunications carrier to extend its current interconnection agreement, regardless of whether its initial term has expired, for a period of up to three years, subject to amendment to reflect prior and future changes of law. During this period, the interconnection agreement may be terminated only via the carrier's request unless terminated pursuant to the agreement's "default" provisions.
Special Access
Each of the following special access commitments shall remain in effect until 48 months from the Merger Closing Date.
l . AT&T/ BellSouth affiliates that meet the definition of a Bell operating company in section 3(4)(A) of the Act ("AT&T/BellSouth BOCs")4 will implement; in the AT&T and BellSouth Service Areas, 5 the Service Quality Measurement Plan for Interstate Special Access Services ("the Plan"), similar to that set forth in the SBC/ AT&T Merger Conditions, as described herein and in Attachment A. The AT&T/ BellSouth BOCs shall provide the Commission with performance measurement results on a quarterly basis, which shall consist of data collected according to the performance measurements listed therein . Such reports shall be provided in an Excel spreadsheet format and shall be designed to demonstrate the AT&T/ BellSouth BOCs' monthly performance in delivering interstate special access services within each of the states in the AT&T and BellSouth Service Areas . These data shall be reported on an aggregated basis for interstate special access services delivered to (i) AT&T and BellSouth section 272(a) affiliates, (ii) their BOC and other affiliates, and (iii) non-affiliates. 6 The AT&TBellSouth BOCs shall provide performance measurement results (broken down on a monthly basis) for each quarter to the Commission by the 45th day after the end of the quarter . The AT&T/ BellSouth BOCs shall implement the Plan for the first full quarter following the Merger Closing Date. This commitment shall terminate on the earlier of (i) 48 months and 45 days after the beginning of the first full quarter following the Merger Closing Date (that is, when AT&T/ BellSouth files its 16th quarterly report); or (ii) the effective date of a Commission order adopting performance measurement requirements for interstate special access services:
2. AT&T/ BellSouth shall not increase the rates paid by existing customers (as of the Merger Closing Date) of DS 1 and DS3 local private line services that it provides in the AT&T/ BellSouth in-region territory pursuant to, or referenced in, TCG FCC Tariff No . 2 above their level as of the Merger Closing Date.
3 . AT&T/ BellSouth will not provide special access offerings to its wireline affiliates that are not available to other similarly situated special access customers on the same terms and conditions .
4. To ensure that AT&T/ BellSouth may not provide special access offerings to its affiliates that are not available to other special access customers,: before AT&T/BellSouth provides a new or modified contract tariffed service under section 69.727(a) of the Commission's rules to its own section 272(a) affiliate(s), it will certify to the Commission that it provides service pursuant to that contract tariff to an unaffiliated customer other than Verizon Communications Inc ., or its wireline affiliates . AT&TBellSouth also will not unreasonably discriminate in favor of its affiliates in establishing the terms and conditions for grooming special access facilities.
5. No AT&T/ BellSouth ILEC may increase the rates in its interstate tariffs, including contract tariffs, for special access services that it provides in the AT&TBellSouth in-region territory, as set forth in tariffs on file at the Commission on the Merger Closing Date, and as set forth in tariffs amended subsequently in order to comply with the provisions of these commitments:
6.
In areas within the AT&T/ BellSouth in-region territory where an AT&T/ BellSouth ILEC
has obtained Phase II pricing flexibility for price cap services ("Phase II areas"), such ILEC will
offer DS 1 and DS3 channel termination services; DS 1 and DS3 mileage services, and Ethernet
services, 8 that currently are offered pursuant to the Phase II Pricing Flexibility Provisions of its
special access tariffs,9 at rates that are no higher than, and on the same terms and conditions as,
its tariffed rates, terms, and conditions as of the Merger Closing Date for such services in areas
within its in-region territory where it has not obtained Phase II pricing flexibility. In Phase II
areas, AT&T/ BellSouth also will reduce by 15% the rates in its interstate tariffs as of the Merger
Closing Date for Ethernet services that are not at that time subject to price cap regulation. The
foregoing commitments shall not apply to DS 1, DS3, or Ethernet services provided by an
AT&T/ BellSouth ILEC to any other price cap ILEC, including any affiliate of such other price
cap ILEC,1 ° unless such other price cap ILEC offers DS1 and DS3 channel termination and
mileage services, and price cap Ethernet services in all areas in which it has obtained Phase II
pricing flexibility relief for such services (hereinafter "Reciprocal Price Cap Services'") at rates,
and on the terms and conditions, applicable to such services in areas in which it has not obtained
Phase II pricing flexibility for such services, nor shall AT&T/ BellSouth provide the
aforementioned 15% discount to such price cap ILEC or affiliate thereof unless such ILEC
makes generally available a reciprocal discount for any Ethernet service it offers outside of price
cap regulation (hereinafter "Reciprocal Non-Price Cap Services"). Within 14 days of the Merger
Closing Date, AT&TBellSouth will provide notice of this commitment to each price cap ILEC
that purchases, or that has an affiliate that purchases, services subject to this commitment from
an AT&T/ BellSouth ILEC. If within 30 days thereafter, such price cap ILEC does not: (i)
affirmatively inform AT&T/ BellSouth and the Commission of its intent to sell Reciprocal Price
Cap Services in areas where it has received Phase II pricing flexibility for such services at the
rates, terms, and conditions that apply in areas where it has not received such flexibility, and to
provide a '15% discount on Reciprocal Non-Price Cap Services ; and (ii) file tariff revisions that
would implement such changes within 90 days of the Merger Closing Date (a "Non-
Reciprocating Carrier"), the AT&T/ BellSouth ILECs shall be deemed by the FCC to have substantial cause to make any necessary revisions to the tariffs under which they provide the
services subject to this commitment to such Non-Reciprocating Carrier, including any affiliates,
to prevent or offset any change in the effective rate charged such entities for such services. The
AT&T/ BellSouth ILECs will file all tariff revisions necessary to effectuate this commitment,
including any provisions addressing Non-Reciprocating Carriers and their affiliates, within 90
days from the Merger Closing Date.
7. AT&T/ BellSouth will not oppose any request by a purchaser of interstate special access services for mediation by Commission staff of disputes relating to AT&T/ BellSouth's compliance with the rates, terms, and conditions set forth in its interstate special access tariffs and pricing flexibility contracts or to the lawfulness of the rates, terms, and conditions in such tariffs and contracts, nor shall AT&T/ BellSouth oppose any request that such disputes be accepted by the Commission onto the Accelerated Docket.
8 . The AT&T/ BellSouth ILECs will not include in any pricing flexibility contract or tariff filed with the Commission after the Merger Closing Date access service ratio terms which limit the extent to which customers may obtain transmission services as UNEs, rather than special access services.
9. Within 60 days after the Merger Closing Date, the AT&T/ BellSouth ILECs will file one or more interstate tariffs that' make available to customers of DS 1, DS3, and Ethernet service reasonable volume and term discounts without minimum annual revenue commitments (MARCs) or growth discounts. To the extent an AT&T/ BellSouth ILEC files an interstate tariff for DS 1, DS3, or Ethernet services with a varying MARC, it will at the same time file an interstate tariff for such services with a fixed MARC. For purposes of these commitments, a MARC is a requirement that the customer maintain a minimum specified level of spending for specified services per year.
10. If, during the course of any negotiation for an interstate pricing flexibility contract, AT&T/ BellSouth offers a proposal that includes a MARC, AT&T/ BellSouth will offer an alternative proposal that gives the customer the option of obtaining a volume and/or term discount(s) without a MARC. If, during the course of any negotiation for an interstate pricing flexibility contract, AT&T/ BellSouth offers a proposal that includes a MARC that varies over the life of the contract, AT&T/ BellSouth will offer an alternative proposal that includes a fixed MARC.
11 . Within 14 days of the Merger Closing Date, the AT&T/ BellSouth ILECs will give notice to customers of AT&T/ BellSouth with interstate pricing flexibility contracts that provide for a MARC that varies over the life of the contract that, within 45 days of such notice, customers may elect to freeze, for the remaining term of such pricing flexibility contract, the MARC in effect as of the Merger Closing Date, provided that the customer also freezes, for the remaining term of such pricing flexibility contract, the contract discount rate (or specified rate if the contract sets forth specific rates rather than discounts off of referenced tariffed rates) in effect as of the Merger Closing Date.
Transit Service
The AT&T and BellSouth ILECs will not increase the rates paid by existing customers for their existing tandem transit service arrangements that the AT&T and BellSouth ILECs provide in the AT&T/ BellSouth in-region territory. II
ADSL Service
1 . Within twelve months of the Merger Closing Date, AT&T/ BellSouth will deploy and offer within the BellSouth in-region territory ADSL service to ADSL-capable customers without requiring such customers to also purchase circuit switched voice grade telephone service. AT&T/ BellSouth will continue to offer this service in each state for thirty months after the "Implementation Date" in that state . For purposes of this commitment, the "Implementation Date" for a state shall be the date on which AT&T/ BellSouth can offer this service to eighty percent of the ADSL-capable premises in BellSouth's in-region territory in that state." Within twenty days after meeting the Implementation Date in a state, AT&T/ BellSouth will file a letter with the Commission certifying to that effect . In all events, this commitment will terminate no later than forty-two months after the Merger Closing Date.
2. AT&T/ BellSouth' will' extend until thirty months after the Merger Closing Date the availability within AT&T's in-region territory of ADSL service, as described in the ADSL Service Merger Condition, set forth in Appendix F of the SBC/AT&T Merger Order (FCC 05- 183) .
3 . Within twelve months of the Merger Closing Date, AT&T/ BellSouth will make available in its in-region territory an ADSL service capable of speeds up to 768 Kbps to ADSL-capable customers without requiring such customers to also purchase circuit switched voice grade telephone service ("Stand Alone 768 Kbps service"). AT&T/ BellSouth will continue to offer the 768 Kbps service in a state for thirty months after the "Stand Alone 768 Kbps Implementation Date" for that state. For purposes of this commitment, the "Stand Alone 768 Kbps Implementation Date" for a state shall be the date on which AT&T/ BellSouth can offer the Stand Alone 768 Kbps service to eighty percent of the ADSL-capable premises in AT&T BellSouth's in-region territory in that state. The Stand Alone 768 Kbps service will be offered at a rate of not more than $19.95 per month (exclusive of regulatory fees and taxes) . AT&T/ BellSouth may make available such services at other speeds at prices that are competitive with the broadband market taken as a whole.
ADSL Transmission Service
AT&T/ BellSouth will offer to Internet service providers, for their provision of broadband Internet access service to ADSL-capable retail customer premises, ADSL transmission service in the combined AT&T/ BellSouth territory that is functionally the same as the service AT&T offered within the AT&T in-region territory as of the Merger Closing Date. 14 Such wholesale offering will be at a price not greater than the retail price in a state for ADSL service that is separately purchased by customers who also subscribe to AT&T/ BellSouth local telephone service.
1 . Effective on the Merger Closing Date, and continuing for 30 months thereafter, AT&T/ BellSouth will conduct business in a manner that comports with the principles set forth in the Commission's Policy Statement, issued September 23, 2005 (FCC 05-151).
2. AT&T/ BellSouth also commits that it will maintain a neutral network and neutral routing in its wireline broadband Internet access service. 15 This' commitment shall be satisfied by AT&T/ BellSouth's agreement not to provide or to sell to Internet content, application, or service providers, including those affiliated with AT&T/ BellSouth, any service that privileges, degrades or prioritizes any packet transmitted over AT&T/ BellSouth's wireline broadband Internet access service based on its source, ownership or destination.
This commitment shall apply to AT&T/ BellSouth's wireline broadband Internet access service from the network side of the customer premise equipment up to and including the Internet Exchange Point closest to the customer's premise, defined as the point of interconnection that is logically, temporally or physically closest to the customer's premise where public or private Internet backbone networks freely exchange Internet packets.
This commitment does not apply to AT&T/ BellSouth's enterprise managed IP services, defined as services available only to enterprise customers 16 that are separate services from, and can be purchased without, AT&T/ BellSouth's wireline broadband Internet access service, including, but not limited to, virtual private network (VPN) services provided to enterprise customers. This commitment also does not apply to AT&T/ BellSouth's Internet Protocol television (IPTV) service. These exclusions shall not result in the privileging, degradation, or prioritization of packets transmitted or received by AT&T/ BellSouth's non-enterprise customers' wireline broadband Internet access service from the network side of the customer premise equipment up to and including the Internet Exchange Point closest to the customer's premise, as defined above.
This commitment shall sunset on the earlier of (1) two years from the Merger Closing Date, or (2) the effective date of any legislation enacted by Congress subsequent to the Merger Closing Date that substantially addresses "network neutrality" obligations of broadband Internet access providers, including, but not limited to, any legislation that substantially addresses the privileging, degradation, or prioritization of broadband Internet access traffic.
1 . For a period of three years after the Merger Closing Date, AT&T/ BellSouth will maintain at least as many discrete settlement-free peering arrangements for Internet backbone services with domestic operating entities within the United States as they did on the Merger Closing Date, provided that the number of settlement-free peering arrangements that AT&T/ BellSouth is required to maintain hereunder shall be adjusted downward to account for any mergers, acquisitions, or bankruptcies by existing peering entities or the voluntary election by a peering entity to discontinue its peering, arrangement. If on the Merger Closing Date, AT&T and BellSouth both maintain a settlement free peering arrangement for Internet backbone services with the same entity (or an affiliate thereof), the separate arrangements shall count as one settlement-free peering arrangement for purposes of determining the number of discrete peering entities with whom AT&T/ BellSouth must peer pursuant to this commitment. AT&T/ BellSouth may waive terms of its published peering policy to the extent necessary to maintain the number of peering arrangements required by this commitment. Notwithstanding the above, if within three years after the Merger Closing Date, one of the ten largest entities with which AT&T/ BellSouth engages in settlement free peering for Internet backbone services (as measured by traffic volume delivered to AT&T/ BellSouth's backbone network facilities by such entity) terminates its peering arrangement with AT&T/ BellSouth for any reason (including bankruptcy, acquisition, or merger), AT&T/ BellSouth will replace that peering arrangement with another settlement free peering arrangement and shall not adjust its total number of settlement free peers downward as a result .
2. Within thirty days after the Merger Closing Date, and continuing for three years thereafter, AT&T/ BellSouth will post its peering policy on a publicly accessible website. During this three-year period, AT&T/ BellSouth will post any revisions to its peering policy on a timely basis as they occur.
l . AT&T/ BellSouth will not seek or give effect to a ruling, including through a forbearance petition under section 10 of the Communications Act (the "Act") 47 U.S.C. 160, or any other petition, altering the status of any facility being currently offered as a loop or transport UNE under section 251(c)(3) of the Act.
2. AT&T/ BellSouth will not seek or give effect to any future grant of forbearance that diminishes or supersedes the merged entity's obligations or responsibilities under these merger commitments during the period in which those obligations are in effect.
1. AT&T/ BellSouth shall assign and/or transfer to an unaffiliated third party all of the 2.5 GHz spectrum (broadband radio service (BRS)/educational broadband service (EBS)) currently licensed to or leased by BellSouth within one year of the Merger Closing Date.
2. By July 21, 2010, AT&T/ BellSouth agrees to : (1) offer service in the 2.3 GHz band to 25% of the population in the service area of AT&Tl BellSouth's wireless communications services (WCS) licenses, for mobile or fixed point-to-multi-point services, or (2) construct a.t least five permanent links per, one million people' in the service area of AT&T/ BellSouth's WCS licenses, for fixed point-to-point services . In the event AT&T/ BellSouth`fails to meet either of these service requirements, AT&T/ BellSouth will forfeit the unconstructed portion of the individual WCS licenses for which it did not meet either of these service requirements as of July . 21, 2010; provided, however, that in the event the Commission extends the July 21, 2010, buildout date for 2.3 GHz service for the WCS industry at large ("Extended Date"), the July 21, 2010 buildout date specified herein shall be modified to conform to the Extended Date. The wireless commitments set forth above do not apply to any 2.3 GHz wireless spectrum held by AT&T/ BellSouth in the state of Alaska.
Divestiture of Facilities
Within twelve months of the Merger Closing Date, AT&T/ BellSouth will sell to an unaffiliated third party(ies) an indefeasible right of use ("IRU") to fiber strands within the existing "Lateral Connections," as that term is defined in the SBC/AT&T Consent Decree, 17 to the buildings listed in Attachment B (" BellSouth Divestiture Assets") . These divestitures will be' effected in a manner consistent with the divestiture framework agreed to in the SBCIAT&T Consent Decree, provided that such divestitures will be subject to approval by the FCC, rather than the Department of Justice.
Tunney Act
AT&T is a party to a Consent Decree entered into following the merger of SBC and AT&T (the "Consent Decree"). The Consent Decree documents the terms under which AT&T agreed to divest special access facilities serving 383 buildings within the former SBC in-region ILEC territory (the "SBC Divestiture Assets") . In its Order approving the AT&T/SBC merger, the Commission also required the divestiture of these same facilities on the terms and conditions contained in the Consent Decree. The Consent Decree is currently under review pursuant to the Tunney Act in the U.S . District Court for the District of Columbia (the "Court") in U.S. v. SBC Communications, Inca and AT&T Corp., Civil Action No. 1 :05CV02102 (EGS) (DDC) where the Court is reviewing the adequacy of the remedy contained in the Consent Decree to address the competitive concerns described in the Complaint filed by the Department of Justice (DOJ).
If it is found in a final, non-appealable order, that the remedy in the Consent Decree is not adequate to address the concerns raised in the Complaint and AT&T and the DOJ agree to a modification of the Consent Decree (the "Modified Consent Decree"), then AT&T agrees that (1) AT&T/ BellSouth will conform its divestiture of the BellSouth Divestiture Assets to the terms of the Modified Consent Decree; and (2) AT&T/ BellSouth will negotiate in good faith with the Commission to determine whether the conditions imposed on AT&T/ BellSouth in the Commission order approving the merger of AT&T and BellSouth satisfies, with respect to the BellSouth territory, the concerns addressed in the Modified Consent Decree.
Certification
AT&T/ BellSouth shall annually file a declaration by an officer of the corporation attesting that AT&T/ BellSouth has substantially complied with the terms of these commitments in all material respects. The first declaration shall be filed 45 days following the one-year anniversary of the Merger Closing Date, and the second, third, and fourth declarations shall be filed one, two, and three years thereafter, respectively .
