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UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA

______________________________
)
UNITED STATES OF AMERICA,)
)
                                      Plaintiff,)
)
                            v.)      Case No. 1:98CV02750
)
OMNIPOINT CORPORATION,)
)
                                      Defendant.)
______________________________)


                                             FINAL JUDGMENT

   Plaintiff, United States of America, filed its Complaint on November 10, 1998.
Plaintiff and the Defendant, by their respective attorneys, have consented to the entry of this
Final Judgment without trial or adjudication of any issue of fact or law. This Final Judgment
shall not be evidence against or an admission by any party with respect to any issue of fact or
law. Therefore, before the taking of any testimony, without trial or adjudication of any issue
of fact or law herein, and upon consent of the parties, it is hereby
ORDERED, ADJUDGED, AND DECREED, as follows:

I.
Jurisdiction

   This Court has jurisdiction of the subject matter of this action and of each of the
parties consenting hereto. Venue is proper in the District of Columbia. The Complaint states
a claim upon which relief may be granted against the Defendant under Section 1 of the
Sherman Act, 15 U.S.C. 1.

II.
Definitions
   As used herein, the term:

   (A)  "Defendant" means Omnipoint Corporation, its successors, assigns,
subsidiaries, divisions, groups, affiliates, partnerships and joint ventures, directors, officers,
managers, agents, and employees.

   (B)  "Document" means all "writings and recordings" as that phrase is defined in
Rule 1001(1) of the Federal Rules of Evidence.

   (C) "FCC" means the Federal Communications Commission.

   (D) "License-identifying information" means any number, letter, code or
description that designates a license or that links licenses.

   (E)   "Person" means any natural person, corporation, firm, company, sole
proprietorship, partnership, association, institution, governmental unit, public trust, or
other legal entity.

III.
Applicability
   (A)  This Final Judgment applies to the Defendant, to its successors, and
assigns, and to all other persons in active concert or participation with any of them who
shall have received actual notice of the Final Judgment by personal service or otherwise.

   (B)  Nothing herein contained shall suggest that any portion of this Final
Judgment is or has been created for the benefit of any third party and nothing herein shall
be construed to provide any rights to any third party.

IV.
Prohibited Conduct

   The Defendant is enjoined and restrained from:

   (A) Entering into any agreement with any other license applicant to fix,
establish, suppress or maintain the price for any license to be awarded by the FCC in an
auction, or to allocate any such licenses amongst competitors, provided, however, that
nothing in this provision shall prohibit the Defendant from participating in any bidding
consortium, teaming arrangement or other joint venture authorized under the rules and
regulations of the FCC pertaining to future auctions, and disclosed to the FCC.

   (B) In the course of any auction conducted pursuant to the rules and regulations
of the FCC, offering any price to the FCC for the lease, purchase, or right to use any FCC-
awarded license, that includes within that price any license-identifying information, unless
the inclusion of such information is required by the FCC.

V.
Compliance Program

   The Defendant is ordered to maintain an antitrust compliance program, which shall
include the following:

   (A) Designating, within 30 days of entry of this Final Judgment, an Antitrust
Compliance Officer with responsibility for accomplishing the antitrust compliance
program and with the purpose of achieving compliance with this Final Judgment. The
Antitrust Compliance Officer shall, on a continuing basis, supervise the review of the
current and proposed activities of the Defendant to ensure that it complies with this Final
Judgment.

   (B) The Antitrust Compliance Officer shall be responsible for:

        (1)  Distributing within 60 days of the entry of this Final Judgment, a
   copy of this Final Judgment to (a) all officers and directors of the Defendant; and
   (b) to all employees who have any responsibility for formulating, proposing,
   recommending, establishing, approving, implementing or submitting the
   Defendant's prices in FCC-conducted license auctions;

        (2)  Distributing in a timely manner a copy of this Final Judgment to
   any officer, director or employee who succeeds to a position described in Section
   V (B)(1);

        (3)  Obtaining from each present or future officer, director or employee
   designated in Section V(B)(1), within 60 days of entry of this Final Judgment or of
   the person's succession to a designated position, a written certification that he or
   she: (1) has read, understands, and agrees to abide by the terms of this Final
   Judgment; and (2) has been advised and understands that his or her failure to
   comply with this Final Judgment may result in conviction for criminal contempt of
   court;

        (4)  Maintaining a record of persons to whom the Final Judgment has
   been distributed and from whom, pursuant to Section V(B)(3), the certification has
   been obtained; and

        (5)  Reporting to the Plaintiff any violation of the Final Judgment.

VI.
Certification

   Within 75 days after the entry of this Final Judgment, the Defendant shall certify to
the Plaintiff whether it has complied with Sections V(B)(1) and (B)(3) above.

VII.
Plaintiff Access

   (A) To determine or secure compliance with this Final Judgment and for no
other purpose, duly authorized representatives of the Plaintiff shall, upon written request
of the Assistant Attorney General in charge of the Antitrust Division, and on reasonable
notice to the defendant made to its principal office, be permitted, subject to any legally
recognized privilege:

        (1)  access during the Defendant's office hours to inspect and copy all
   documents in the possession or under the control of the Defendant, who may have
   counsel present, relating to any matters contained in this Final Judgment; and

        (2)  subject to the reasonable convenience of the Defendant and without
   restraint or interference from it, to interview officers, employees or agents of the
   Defendant, who may have counsel present, regarding such matters.

   (B) Upon the written request of the Assistant Attorney General in charge of the
Antitrust Division made to the Defendant's principal office, the Defendant shall submit
such written reports, under oath if requested, relating to any matters contained in this Final
Judgment as may be reasonably requested, subject to any legally recognized privilege.

   (C) No information or documents obtained by the means provided in Section
VII shall be divulged by the Plaintiff to any person other than a duly authorized
representative of the Executive Branch of the United States, except in the course of legal
proceedings to which the United States is a party, or for the purpose of securing
compliance with this Final Judgment, or as otherwise required by law.

   (D) If at the time information or documents are furnished by the Defendant to
Plaintiff, the Defendant represents and identifies in writing the material in any such
information or documents to which a claim of protection may be asserted under Rule
26(c)(7) of the Federal Rules of Civil Procedure, and Defendant marks each pertinent page
of such material, "Subject to claim of protection under Rule 26(c)(7) of the Federal Rules
of Civil Procedure," then 10 days' notice shall be given by Plaintiff to the Defendant prior
to divulging such material in any legal proceeding (other than a grand jury proceeding) to
which Defendant is not a party.

VIII.
Further Elements of the Final Judgment

   (A) This Final Judgment shall expire ten years from the date of its entry.

   (B) Jurisdiction is retained by this Court for the purpose of enabling the parties
to this Final Judgment to apply to this Court at any time for further orders and directions as
may be necessary or appropriate to carry out or construe this Final Judgment, to modify
or terminate any of its provisions, to enforce compliance, and to punish violations of its
provisions.

   (C) Entry of this Final Judgment is in the public interest.

DATED: 2/24/99

                                                                  
                             United States District Judge