UNITED STATES OF AMERICA,          Plaintiff,                   v. AMERICAN SOCIETY OF COMPOSERS,    AUTHORS AND PUBLISHERS, et al.                Defendants.

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Civ. Action No. 41-1395 (WCC)

The undersigned counsel for the parties in this action hereby stipulate that the following order may be entered by the Court.

1. The Defendant will publish a notice in the form attached hereto as Exhibit 1 in: (a) two consecutive issues of the national edition of the Wall Street Journal; (b) two consecutive issues of Broadcasting & Cable; and (c) two consecutive issues of Billboard. The Defendant will file proof of such publication with the Court.

2. The United States will publish a notice in the Federal Register.

3. The "Second Amended Final Judgment" attached hereto may be filed and entered by the Court, upon the request of any party or by the Court sua sponte, at any time more than ninety (90) days after the last publication of the notices required by paragraphs 1 and 2 of this Stipulation and Order and without further notice to any party or other proceedings; provided, however, that the Plaintiff has not withdrawn its consent -- which it may do at any time before entry of the Second Amended Final Judgment -- by filing notice of the withdrawal of its consent with the Court and serving notice upon the Defendant.

4. In the event the Plaintiff withdraws its consent, or if the proposed Second Amended Final Judgment is not entered pursuant to this Stipulation and Order, this Stipulation and Order shall have no effect, the making of it shall be without prejudice to any party in this or any other proceeding, and it shall not thereafter be used in this or any other action, or for any other purposes.

5. Stipulation dated: September 1, 2000.

FOR THE UNITED STATES _____________________ John M. Nannes (JMN 4148) Deputy Assistant Attorney General Antitrust Division ______________________ Mary Jean Moltenbrey (MJM 4814) Director of Civil Non-Merger Enforcement Antitrust Division _______________________ Mary Beth McGee (MBM 8841) Robert P. Faulkner Trial Attorneys Antitrust Division Department of Justice 601 D Street, N.W. Room 10110 Washington, DC 20530 (202) 514-0385 IT IS SO ORDERED Dated: _________, 2000

FOR AMERICAN SOCIETY FOR COMPOSERS, AUTHORS AND PUBLISHERS ____________________ I. Fred Koenigsberg (IFK 3259) White & Case LLP 1155 Avenue of the Americas New York, NY 10036-2787 (212) 819-8806 Richard H. Reimer, Esq. (RHR 7878) ASCAP Building One Lincoln Plaza New York, NY 10023 (212) 621-6261 John H. Shenefield Jonathan M. Rich (JMR 7796) Phillip C. Zane Morgan, Lewis & Bockius LLP 1800 M Street, N.W. Washington, D.C. 20036 (202) 467-7433 ______________________ Honorable William C. Conner United States District Judge