Williams Broadcasting 17

Case 2:14-cv-01523-GEB-AC Document 16 Filed 06/27/14 Page 1 of 13
1 MORGAN, LEWIS & BOCKIUS LLP

BENJAMIN P. SMITH, State Bar No. 197551
2 CHRISTOPHER J. BANKS, State Bar No. 218779
DENNIS J. SINCLITICO, JR., State Bar No. 240260
3 One Market, Spear Street Tower
San Francisco, CA 94105-1126
4 Tel: 415.442.1000; Fax: 415.442.1001
bpsmith@morganlewis.com
5 cbanks@morganlewis.com
dsinclitico@morganlewis.com
6
Attorneys for Plaintiff
7 ENTERCOM CALIFORNIA LLC
8
9 UNITED STATES DISTRICT COURT
10 EASTERN DISTRICT OF CALIFORNIA
11
12 ENTERCOM CALIFORNIA LLC (F/K/A Case No. 2:14-cv-01523 GEB AC

ENTERCOM SACRAMENTO, LLC),
13 FIRST AMENDED COMPLAINT FOR:
Plaintiff, (1) BREACH OF CONTRACT;
14 (2) BREACH OF THE IMPLIED
vs. COVENANT OF GOOD FAITH AND
15 FAIR DEALING;
WILLIAMS BROADCASTING (3) DECLARATORY JUDGMENT
16 INCORPORATED,
DEMAND FOR JURY TRIAL
17 Defendant.
Date of Filing: June 26, 2014
18 Trial Date: Not Set
19 [REDACTED VERSION]
20
21 Plaintiff Entercom California LLC complains and alleges as follows:
22 1. This is a case about the deliberate efforts of defendants Williams Broadcasting
23 Incorporated (Williams) to disregard a clear contractual obligation to provide Entercom
24 California LLC (hereinafter Entercom), the company that devoted over a decade of resources
25 helped turn the Williams radio program known as the Rob Arnie & Dawn Show (the Show)
26 into one of Sacramentos premier morning radio programs, with the opportunity to match any offer
27 received by Williams to take its show to a competitive radio station. In clear disregard of its
28 contractual obligations, Williams has rejected Entercoms clear exercise of its right to match the
MORGAN, LEWIS &
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ATTORNEYS AT LAW
FIRST AMENDED COMPLAINT
SAN FRANCISCO
1
DB1/ 79871043.1 Case No. 2:14-CV-01523 GEB AC
1 competitive offer Williams has obtained, and seeks to take the Show Williams and Entercom spent
2 the last fourteen years developing to a competitor. Entercom stands to suffer substantial damages
3 and irreparable harm if Williams succeeds in disregarding its contractual obligation. Advertising
4 revenues, employee compensation, and customer, listener and employee goodwill would all suffer
5 if Williams is allowed to breach its contract with Entercom.
6 THE PARTIES
7 2. Plaintiff Entercom is, and at all relevant times was, a member-managed limited
8 liability company, duly organized and existing under and by virtue of the laws of the State of
9 Delaware, with its principal place of business located in Bala Cynwyd, Pennsylvania. Entercom
10 is also registered and qualified to transact business in the State of California. Prior to 2011,
11 Entercom was known as Entercom Sacramento, LLC.
12 3. Entercoms sole member is, and at all relevant times has been, Entercom Radio,
13 LLC, a manager-managed limited liability company, duly organized and existing under and by
14 virtue of the laws of the State of Delaware, with its principal place of business located in Bala
15 Cynwyd, Pennsylvania. Entercom Radio, LLC is not registered and qualified to transact business
16 in the State of California. Entercom Radio, LLCs sole member is Entercom Communications
17 Corp., a corporation duly organized and existing under the laws of Pennsylvania and with its
18 principal place of business located in Bala Cynwyd, Pennsylvania, that is publicly traded on the
19 New York Stock Exchange under the ticker symbol ETM.

20 4. Plaintiff is informed and believes, and on that basis alleges, that defendant
21 Williams is and was at all relevant times a public entity, duly organized and existing under and by
22 virtue of the laws of the State of California, with its headquarters in Rocklin, California.
23 JURISDICTION AND VENUE
24 5. This Court has subject matter jurisdiction over this action pursuant to 28 U.S.C.
25 section 1332. The amount in controversy exceeds the sum of $75,000, exclusive of interest and
26 costs, and there is complete diversity of citizenship between the parties.
27 6. Venue is proper in this division of the Eastern District of California pursuant to 28

28 U.S.C. section 1391(a) and (c) and Civil Local Rule 120.
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1 GENERAL ALLEGATIONS
2 7. Entercom is an indirect wholly-owned subsidiary of publicly-traded Entercom
3 Communications Corp., one of the largest radio broadcasting companies in the United States with
4 a nationwide portfolio of over 110 radio stations in 23 markets, including six stations in
5 Sacramento. Entercom and its subsidiaries serve as the radio broadcast partner for several
6 professional sports teams (including locally the Oakland Raiders, Oakland Athletics and San Jose
7 Sharks). Entercom stations have won multiple awards for broadcasting excellence.
8 8. Williams owns the broadcast rights to the Rob Arnie & Dawn Show. The Show is
9 a syndicated morning talk show that has aired for nearly fourteen years on Entercoms
10 Sacramento radio station KRXQ (more popularly known as 98 Rock or 98.5 FM).
11 9. The Show features unique programming dependent upon banter by and between the
12 Shows three principle personalities: Robert Williams, Arnie States and Dawn Lintz (a/k/a Dawn
13 Rossi), as well as interaction with callers. Each of the Show personalities have become well-known
14 in the Sacramento area and beyond.
15 From 1999 to 2014, Entercom and Williams Grew The Show Into
A Marquee Success And Entered A Programming Agreement
16 Governing Their Relationship
17 10. Entercom California initially began airing the Show on radio station KRXQ 98.5-
18 FM in 1999. Prior to that, the show had been broadcast in Reno, Nevada. According to a 2012
19 interview with Williams Rob Williams, the lead personality on and founder of the Show, the
20 Show was successful in attracting the important 18-35 year old male demographic in Reno, but
21 otherwise was limping along, and failed to find much of an audience outside of its core
22 demographic.
23 11. In 1999, the Show moved to 98 Rock in Sacramento, where Entercom invested
24 substantial resources, including both time and money, supporting and promoting the Show. Since
25 the Show moved to 98 Rock, it has enjoyed tremendous success and become the marquee
26 program on 98 Rock. As Mr. Williams explained in his 2012 interview, We came to Sacramento
27 in May, 1999 and in the 50 Arbitron quarterlies since then, weve been #1 18-34 and 18-49
28 Adults 48 times.
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1 12. The Shows success has continued to the present day, and it continues to
2 consistently rank as the number one or number two morning radio program in the Sacramento
3 market in the ratings demographics most valued by advertisers. For example, in the Winter 2014
4 reporting period (the last full reporting period currently available), the Show achieved an Average
5 Quarter Hour share of 7.9 in the Adults aged 25-54 demographic. Share refers to the
6 percentage of listeners then utilizing their radios during that time period. The Show was ranked
7 second, behind another Entercom station, KDND. The Shows share was nearly 38% higher than
8 the third place station.
9 13. Morning radio shows are generally critical to the success of a radio station, as ratings
10 during the morning hours tend to drive ratings throughout the day. Advertisers Entercoms clients
11 and customers, i.e., the primary means through with Entercom generates revenue require not only
12 current high ratings, but also value ratings that have been high for an extended period of time.
13 Advertisers use historical ratings to predict future performance. They therefore value consistency
14 and treat it as an important factor, separate from the ratings themselves. Advertisers also are willing
15 to pay more for shows or dayparts that have significant separation from other shows in the market.
16 14. On June 30, 2005, Entercom and Williams entered into a contract entitled
17 Programming Agreement Between Williams Broadcasting Incorporated and Entercom
18 Sacramento, LLC (the Programming Agreement) to license the terrestrial broadcast rights in the
19 Show in the Sacramento market. A true and correct copy of the Programming Agreement is
20 attached hereto as Exhibit 1.
21 15.
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1 16.
5 17.
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17 By June 23, 2014, Entercom Exercised Its Contractual Right To Match Any
Competitive Offer Received By Williams
18
19 18. In early 2011, Entercom began discussions with Williams regarding an extension
20 of the Programming Agreement. Although the parties devoted significant time to those
21 discussions, they ended without an extension in late 2011. A second effort in 2012 also failed to
22 produce an extension.
23 19. In or around March 2014, discussions regarding an extension began again in
24 earnest. The parties exchanged various proposals, but did not reach any immediate agreements.
25 20. On Friday, June 13, 2014, Williams attorney, Kevin Hughey of the law firm
26 Hughey Moenig in Sacramento, advised Entercom that Williams was negotiating a potential
27 agreement with another party. In an email, Mr. Hughey advised that we [i.e., Williams] may
28 have an offer Williams Broadcasting deems acceptable and therefore subject to disclosure and
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1 right to match decision by Entercom per contract section 25. A true and correct copy of Mr.
2 Hugheys June 13, 2014 email is attached to this Complaint as Exhibit 2.
3 21. Williams did not provide any specific offer from another company until
4 Wednesday, June 18, 2014. On that day, Mr. Hughey sent Entercom a copy of a term sheet offer
5 from Clear Channel (the Offer) as an attachment to an email. A true and correct copy of Mr.
6 Hugheys June 18, 2014 email, along with its attachment comprising the Clear Channel term
7 sheet offer, is attached to this Complaint as Exhibit 3.
8 22. Later that same day, June 18, 2014, Mr. Hughey had a telephone call with Michael
9 Dash, Vice President / Deputy General Counsel for Entercoms ultimate parent corporation,
10 Entercom Communications Corp. Mr. Dash spoke with Mr. Hughey over the telephone in the
11 evening and informed him that Entercom would likely match the Offer that Mr. Hughey had
12 provided. During the phone call, Mr. Hughey also advised that the Clear Channel Offer did not
13 include all of the terms Williams had wanted in its negotiations with Clear Channel.
14 23. In light of Mr. Hugheys statements, Mr. Dash requested a meeting or call with
15 Williams to discuss whether alterations to the Offer made more sense, rather than simply binding
16 Entercom and Williams to what Mr. Hughey said Williams had deemed to be a less-than-perfect
17 arrangement. As Mr. Dash explained to Mr. Hughey, the suggestion was that maybe Entercom
18 and Williams could, together, build a better mousetrap, i.e., a better agreement. To Mr. Dashs
19 surprise, Mr. Hughey responded by stating that Williams would likely not agree to a meeting or
20 call.
21 24. Two days later, on Friday, June 20, 2014, Mr. Hughey informed Mr. Dash in a
22 telephone call that Williams would not agree to meet with Entercom and would not accept any
23 attempt to match the Offer. He confirmed this position in an email early on Saturday, June 21. A
24 true and correct copy of Mr. Hugheys email on June 21, 2014 is attached to this Complaint as
25 Exhibit 4.
26 25. On Saturday, June 21, 2014, Mr. Dash responded to these communications from
27 Mr. Hughey in writing, wherein Mr. Dash confirmed that Entercom was exercising its right to
28 match the Clear Channel Offer. While Mr. Dash also explained that Entercom would be willing
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1 to modify some of the terms if Williams preferred different terms on some of the issues,
2 Entercoms exercise of its right to match the Clear Channel Offer was unequivocal:
3 Entercom hereby exercises its right to match the June 18, 2014 offer Williams
received from Clear Channel (the Offer).
4 * * *
If Williams does not wish to discuss alterations to the Offer,
5 Entercom is prepared to match all of the provisions of the offer in
full and, again, exercises its right to do so.
6
7 A true and correct copy of Mr. Dashs June 21, 2014 email to Mr. Hughey is attached to this
8 Complaint as Exhibit 5.
9 26. On Monday, June 23, Mr. Dash again confirmed Entercoms exercise of its right to
10 match in letters hand delivered to Mr. Hughey and Williams, and sent via overnight delivery to
11 Mr. Schavietello, Williams business partner. A true and correct copy of these letters is attached
12 to this Complaint as Exhibit 6.
13 27. Later that day, Monday, June 23, Mr. Dash forwarded to Mr. Hughey a suggested
14 long-form agreement that incorporated the Offers terms into the existing Programming
15 Agreement form, leaving in place legacy provisions from that form that were not inconsistent
16 with the Offer. Given that the Programming Agreement represented Williams form syndication
17 license, albeit negotiated and somewhat tailored to Entercom, Mr. Dash believed that retaining
18 the provisions not inconsistent with the Offer seemed an appropriate starting point for a long-
19 form draft. However, Mr. Dash also indicated Entercoms willingness to discuss any aspect of
20 this first draft. A true and correct copy of the June 23, 2014 email to Mr. Hughey is attached to
21 this Complaint as Exhibit 7.
22 In Breach of Williams Contractual Agreements,

Williams Has Rejected Entercoms Exercise Of
23 Its Right To Match And Wrongly Claimed That
The Programming Agreement Has Expir[ed]
24
25 28. Entercom did not receive a substantive response to the June 21 and 23
26 communications from Mr. Dash until Wednesday, June 25, 2014, when Mr. Hughey sent a letter
27 via email rejecting Entercoms exercise of its right to match and purporting to confirm and
28 memorialize expiry of the agreement between Entercom and Williams Broadcasting. In the
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1 letter, Mr. Hughey identified ten areas where he erroneously claimed Entercom had not matched
2 the Clear Channel Offer. A true and correct copy of Mr. Hugheys June 25, 2014 letter is
3 attached to this Complaint as Exhibit 8.
4 29. Contrary to the claims made in Mr. Hugheys June 25, 2014 letter, Entercom in
5 fact had already agreed to match each of the ten items identified in Mr. Hugheys June 25, 2014
6 letter. Entercoms agreement to these terms is reflected and expressly stated in Mr. Dashs June
7 21, 2014 letter to Mr. Hughey and the draft long-form agreement sent to him on June 23, 2014
8 (i.e., Exhibits 5 and 7 to this Complaint). However, to avoid any doubt, Mr. Dash sent Mr.
9 Hughey one last letter via email, on Thursday, June 26, 2014, making clear, once again, that
10 Entercom had agreed to match each and every term in the Clear Channel Offer. A true and
11 correct copy of the June 26, 2014, letter to Mr. Hughey is attached to this Complaint as Exhibit 9.
12 Williams Plan To Take The Show To A Rival Station Threatens

Substantial Damages And Irreparable Harm to Entercom
13
14 30. Entercom stands to suffer substantial damages and irreparable harm if Williams
15 succeeds in disregarding its contractual obligation to enter into a contract with Entercom that
16 matches the Clear Channel Offer, and thereby move the Show which Entercom has spent
17 millions of dollars supporting and helping to develop over the last fourteen years to a
18 competitive radio station in the Sacramento market. The loss of the Show would be felt both
19 immediately and in the long-term. Advertising revenues, employee compensation, and customer,
20 listener and employee goodwill would all suffer.
21 31. As detailed previously, morning radio shows are generally critical to the success of
22 a radio station, as ratings during the morning hours tend to drive ratings throughout the day. The
23 Show is very highly ranked and has been for a significant period of time.
24 32. If Entercom were to lose the Show, Entercom would need to expend many months
25 and potentially years searching for a replacement show that could generate similar ratings
26 indeed, Entercom might never be able to find a true replacement for the Show. This is because
27 of the unique talents associated with the Show, and the franchise the Show has become over the
28 past decade in the Sacramento region. A significant number of Station listeners tune into the
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1 Station specifically for the Show.
2 33. The Show is especially important given overall declines in the rock music format
3 over the past decade, such that radio stations including the Station have depended more
4 heavily on personalities rather than music to drive listenership. Loss of the Show would cause
5 advertising revenue declines that would extend for months, if not years, even assuming the
6 Station could promptly create and/or license a replacement show with comparable ratings.
7 Advertisers would demand a much longer period of high ratings perhaps a year or longer
8 before they would agree to pay the higher advertising rates associated with the Shows roughly
9 fourteen year track record in the market, and its history of high ratings.
10 34. Moreover, any change in a radio show particularly one as important and popular
11 as the Show is disruptive to the sales process irrespective of ratings generated by replacement
12 programming. For example, sales staff spend a significant amount of time dealing with questions
13 and concerns from clients, rather than spending their time prospecting for new clients.
14 35. Ratings at the Station outside the Shows morning drive-time time slot (or
15 daypart) would also suffer. A powerful morning show that delivers a large audience lifts the
16 ratings of the midday daypart that immediately follows it, which in turn lifts the afternoon drive
17 daypart. Conversely, a morning show that does not deliver a large audience can be a drag on the
18 rest of the stations dayparts. Declines in the ratings of subsequent dayparts would likely be
19 correlated with revenue declines with those dayparts as well.

20 36. Loss of the Show would cause other harms as well. By way of example only,
21 Entercoms sales staff is compensated in large part by commissions on revenue they sell.
22 Entercoms sales managers receive incentive compensation based on how the entire cluster of
23 Entercom stations in Sacramento perform. A change in one part of a station can erode the sales
24 staffs confidence in the product they are selling to advertisers. Were Entercom to experience a
25 significant decline in revenue due to loss of the Show, this decline likely would lead to a decline
26 in income to sales personnel. Similarly, programming personnel receive incentive compensation
27 tied directly to ratings performance. A decline in income to employees affected by the loss of the
28 Show would render employee retention and recruitment more difficult.
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1 37. As a result, the Show represents special, unique talent that cannot be replaced. If
2 Entercom were to lose the Show, especially to a competitor station in the Sacramento market,
3 Entercom would stand to lose substantial goodwill among customers and with other employees on
4 the Station and on other stations Entercom operates in Sacramento. The effects of such a loss
5 could not be stated in monetary terms alone.
6 FIRST CLAIM
(Breach of Contract)
7
8 38. Entercom realleges and incorporate herein by this reference each and every
9 allegation contained in paragraphs 1 through 36 above as though fully set forth in full herein.
10 39. On June 30, 2005, Entercom and Williams entered into the Programming
11 Agreement.
12 40. From the date that the parties entered into the Programming Agreement, Entercom
13 fully performed any and all terms, obligations, and conditions on its part or was otherwise
14 excused from such performance.
15 41. As set forth above, Williams has breached the Programming Agreement by, among
16 other things, failing to abide by Section 25 which affords Entercom the right to match any offer to
17 broadcast the Rob Arnie & Dawn Show and requires Williams to enter into an appropriate
18 three year agreement covering the Show.
19 42. As a direct and proximate cause of Williamss breach, Entercom has and/or will
20 suffer general and special damages including, but not limited to, lost profits, in an amount to be
21 proven at trial and in excess of the statutory minimum. At this time, Entercom anticipates that its
22 quantifiable damages would be expected to exceed $5 million.
23
SECOND CLAIM
24 (Breach of the Covenant of Good Faith and Fair Dealing)
27 44. The Programming Agreement contained an implied covenant of good faith and fair
28 dealing which obligated Williams to perform the terms and conditions of the contract fairly and in
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1 good faith and to refrain from doing any act that would deprive Entercom of the benefits of the
2 Programming Agreement.
3 45. As detailed above, the Programming Agreement affords Entercom the Right to
4 Match any offer from a third-party to broadcast the Rob Arnie & Dawn Show following
5 expiration of the Programming Agreement and obligates Williams to enter into an appropriate
6 three year agreement covering the Show.
7 46. Williams has breached the implied covenant of good faith and fair dealing by,
8 among other things, (a) failing to negotiate with Entercom in a timely, good faith fashion and (b)
9 concocting pretextual excuses for asserting that there is some difference between the Offer and
10 what Entercom has agreed to provide to Williams.
11 47. Williamss conduct was intentional, without justification, in bad faith, and for
12 reasons extraneous to the Programming Agreement.
13 48. As a direct and proximate result of Williams breach, Entercom has been damaged
14 in an amount in excess of the statutory minimum. At this time, Entercom anticipates that its
15 quantifiable damages would be expected to exceed $5 million.
16 THIRD CLAIM
(Declaratory Relief)
17
20 50. Despite the language of the Programming Agreement set forth above, Williams
21 contends that it owes no duty to allow Entercom to match the offer from Clear Channel to
22 broadcast the Rob Arnie & Dawn Show and no obligation to enter into an appropriate three
23 year agreement to broadcast the show. Entercom contends that the Programming Agreement
24 confers upon it the right to match the offer from Clear Channel to broadcast the Rob Arnie &
25 Dawn Show and no obligation to enter into an appropriate three year agreement to broadcast the
26 show.
27 51. By reason of the foregoing, there now exists an actual, justiciable, controversy
28 among the parties hereto within the meaning of 28 U.S.C. section 2201. This Court is vested with
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1 the power to declare and adjudicate the respective rights, duties and obligation of the parties
2 hereto with respect to the issues raised by this claim for declaratory relief.
3 PRAYER FOR RELIEF
4 WHEREFORE, Entercom prays for judgment against Williams on each and every claim
5 for relief set forth above and award it relief including, but not limited to, the following:
6 a. Judgment against Williams with general and special damages, including, but not
7 limited to, lost profits, in an amount to be proved at trial and which, at this time, are expected to
8 exceed $5 million;
9 b. Pre-judgment interest at the prevailing rate;

10 c. Post-judgment interest at the prevailing rate;
11 d. Costs incurred in bringing suit;
12 e. Reasonable attorneys fees and costs incurred pursuant to the Programming
13 Agreement;
14 f. Specific performance of the Programming Agreement;
15 g. That Williams be ordered to enter into an appropriate three year agreement to
16 broadcast the Rob Arnie & Dawn Show as is required by the Programming Agreement;
17 h. For temporary, preliminary and permanent injunctive relief (i) enjoining Williams
18 from entering into an agreement with another entity to broadcast the Rob Arnie & Dawn Show
19 until July 1, 2017 and (ii) requiring Williams to enter into an appropriate three year agreement
20 covering the Rob Arnie & Dawn Show as is required by the Programming Agreement;
21 i. A declaration of the parties respective rights, duties and obligations under the
22 Programming Agreement;
23 Such additional and further relief that the Court deems just and appropriate.
24 Dated: June 27, 2014 MORGAN, LEWIS & BOCKIUS LLP

25 By /s/ Benjamin P. Smith
Benjamin P. Smith
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1 DEMAND FOR JURY TRIAL
2 Pursuant to Federal Rule of Civil Procedure 38, Entercom hereby demands trial by jury on
3 any and all issues so triable.
5 Dated: June 27, 2014 MORGAN, LEWIS & BOCKIUS LLP
6 By /s/ Benjamin P. Smith

Benjamin P. Smith
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Case 2:14-cv-01523-GEB-AC Document 16 Filed 06/27/14 Page 1 of 13

1 MORGAN, LEWIS & BOCKIUS LLP

9 UNITED STATES DISTRICT COURT

10 EASTERN DISTRICT OF CALIFORNIA

12 ENTERCOM CALIFORNIA LLC (F/K/A Case No. 2:14-cv-01523 GEB AC

21 Plaintiff Entercom California LLC complains and alleges as follows:

22 1. This is a case about the deliberate efforts of defendants Williams Broadcasting

23 Incorporated (Williams) to disregard a clear contractual obligation to provide Entercom

5 if Williams is allowed to breach its contract with Entercom.

11 Entercom was known as Entercom Sacramento, LLC.

19 New York Stock Exchange under the ticker symbol ETM.

23 JURISDICTION AND VENUE

26 costs, and there is complete diversity of citizenship between the parties.

27 6. Venue is proper in this division of the Eastern District of California pursuant to 28

2 7. Entercom is an indirect wholly-owned subsidiary of publicly-traded Entercom

14 in the Sacramento area and beyond.

8 the third place station.

17 Programming Agreement Between Williams Broadcasting Incorporated and Entercom

23 19. In or around March 2014, discussions regarding an extension began again in

2 Hugheys June 13, 2014 email is attached to this Complaint as Exhibit 2.

7 sheet offer, is attached to this Complaint as Exhibit 3.

12 to this Complaint as Exhibit 6.

21 this Complaint as Exhibit 7.

22 In Breach of Williams Contractual Agreements,

3 attached to this Complaint as Exhibit 8.

12 Williams Plan To Take The Show To A Rival Station Threatens

1 Station specifically for the Show.

19 correlated with revenue declines with those dayparts as well.

26 in income to sales personnel. Similarly, programming personnel receive incentive compensation

5 could not be stated in monetary terms alone.

6 three year agreement covering the Show.

12 reasons extraneous to the Programming Agreement.

15 quantifiable damages would be expected to exceed $5 million.

3 PRAYER FOR RELIEF

9 b. Pre-judgment interest at the prevailing rate;

11 d. Costs incurred in bringing suit;

12 e. Reasonable attorneys fees and costs incurred pursuant to the Programming

14 f. Specific performance of the Programming Agreement;

15 g. That Williams be ordered to enter into an appropriate three year agreement to

24 Dated: June 27, 2014 MORGAN, LEWIS & BOCKIUS LLP

1 DEMAND FOR JURY TRIAL

3 any and all issues so triable.

5 Dated: June 27, 2014 MORGAN, LEWIS & BOCKIUS LLP

6 By /s/ Benjamin P. Smith

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