Signed Order Modifying Final Judgment

This cause having been heard on the motion of Nextel Communications, Inc. ("Nextel") for modification of the Consent Decree entered in this case on July 25, 1995, and the United States of America having represented to the Court that it has no objection to the motion, and the notice of motion having been published in the Federal Register, The Wall Street Journal, and Wireless Week, and all interested parties having been given an opportunity to submit comments concerning the proposed modification of the Consent Decree, and the Court finding that it is in the public interest to modify the Consent Decree, it is

ORDERED, ADJUDGED AND DECREED that the Consent Decree is hereby modified as follows:

1. Section IV.A. of the Final Judgment shall be vacated, and replaced by the following:

"A. Defendants as a group may not hold or acquire licenses for more than one hundred eight (108) 900 MHz channels in any Category A City or more than fifty four (54) 900 MHz channels in any Category B City without the prior written permission of plaintiff."

2. Section IV.E. of the Final Judgment shall be vacated, and replaced by the following:

"E. Notwithstanding the provisions of section IV. Paragraphs C and D, above, defendants may (1) refuse to terminate a management agreement, (2) exercise, maintain, enforce or claim a right of first refusal to purchase, or (3) exercise, maintain, enforce or claim a right to select the SMR infrastructure equipment used by a 900 MHz channel in a Category A City when, including that channel, the defendants as a group control by license and by management agreement, combined, one hundred eight (108) or fewer 900 MHz channels in that city. Further, defendants may (1) refuse to terminate a management agreement, (2) exercise, maintain, enforce or claim a right of first refusal to purchase, or (3) exercise, maintain, enforce or claim a right to select the SMR infrastructure equipment used by a 900 MHz channel in a Category B City when, including that channel, the defendants as a group control by license and by management agreement, combined, fifty four (54) or fewer 900 MHz channels in that city."

3. Section IV.G. of the Final Judgment shall be vacated, and replaced by the following:

"G. Defendants are enjoined and restrained from entering into new management agreements for 900 MHz channels in any Category A or Category B Cities, except as to channels owned or managed by defendants as of August 4, 1994, without the prior written permission of plaintiff, unless the number of managed channels, in combination with the channels held or acquired by defendants is less than or equal to one hundred eight (108) 900 MHz channels if a Category A City and fifty four (54) 900 MHz channels if a Category B City. Defendants are further enjoined and restrained from holding or acquiring, either directly or indirectly, more than a five percent ownership interest in any corporation or entity that itself owns, controls, or manages, either directly or indirectly, 900 MHz channels in any Category A or B Cities without the prior written permission of the plaintiff unless the corporation's or entity's ownership, control or management of 900 MHz channels in combination with that of defendants is less than or equal to one hundred eight (108) 900 MHz channels if a Category A City and fifty four (54) 900 MHz channels if a Category B City."

4. The Final Judgment shall be modified to include the following new Section IV.K.:

"K. For the term of this Final Judgment as modified, Nextel is enjoined and restrained from acquiring or entering into management agreements for any of the licenses identified in Attachment A."

5. Section VIII.C. of the Final Judgment shall be vacated, and replaced by the following:

"C. This Final Judgment shall expire October 30, 2000."

6. Section VIII.E. of the Final Judgment shall be vacated.

Dated: December 16, 1999