Click here for Adobe Acrobat version
Click here for Microsoft Word version

******************************************************** 
                      NOTICE
********************************************************

This document was converted from Microsoft Word.

Content from the original version of the document such as
headers, footers, footnotes, endnotes, graphics, and page numbers
will not show up in this text version.

All text attributes such as bold, italic, underlining, etc. from the
original document will not show up in this text version.

Features of the original document layout such as
columns, tables, line and letter spacing, pagination, and margins
will not be preserved in the text version.

If you need the complete document, download the
Microsoft Word or Adobe Acrobat version.

*****************************************************************




                         Consent Decree


                        I.  Introduction

1.   This Consent  Decree  is  entered into  by  the  Enforcement 
  Bureau of the  Federal Communications Commission (``Bureau  '') 
  and Enron Corp. (``Enron'').1  



                         II.  Background

2.   Enron is a large diversified corporation that markets 
  electricity and natural gas; delivers physical commodities and 
  financial and risk management services to customers around the 
  world; and has developed an intelligent network platform to 
  facilitate online business.  Its revenues in 2000 were $101 
  billion.

3.   Enron has hundreds of affiliates and subsidiaries, and among 
  these companies, Enron holds hundreds of FCC licenses.  These 
  licenses are primarily for private land mobile radio and fixed 
  non-commercial microwave facilities used in connection with 
  the operation of Enron's gas pipelines and other industrial 
  facilities.  Only one subsidiary, Enron Broadband Services, 
  Inc., holds FCC licenses and authorizations used in the 
  provision of communications services.  In the normal course of 
  business, Enron also frequently engages in corporate 
  transactions regarding its energy operations, including the 
  acquisition and disposition of companies that hold FCC radio 
  licenses used for intracorporate communications.  Until the 
  date of this Consent Decree, oversight of FCC approvals 
  required in connection with any such transactions was 
  decentralized among Enron's various affiliates and 
  subsidiaries.  In some cases, the prior approvals required 
  under Section 310(d) of the Communications Act of 1934, as 
  amended (the ``Act''), 47 U.S.C.  310(d), for transfers of 
  control or assignments of FCC licenses were not timely 
  obtained.  These failures were first discovered by Enron in 
  connection with the transfer of control of licenses held by 
  Portland General Electric Company (``PGE'') as a result of the 
  1977 merger of PGE's parent company, Portland General 
  Corporation (``PGC'') with Enron. On its own, Enron filed an 
  initial set of applications in August 1998 and a second set in 
  November 2000 for nunc pro tunc approval of the 1997 
  transaction involving wireless facilities in the land mobile, 
  microwave, marine coastal, ship, and aircraft services.2  
  These applications were granted by the staff of the 
  Commission's Wireless Telecommunications Bureau.  However, the 
  circumstances prompted the Commission's Enforcement Bureau to 
  require that Enron enter into this Consent Decree.

4.   In preparation for entry into this Consent Decree, Enron has 
  voluntarily undertaken a comprehensive internal review of all 
  transactions involving the acquisition of FCC licenses by 
  Enron subsidiaries and affiliate companies by either transfer 
  of control or assignment, and has taken all necessary remedial 
  action to ensure that all approvals for such transfers of 
  control and assignments have been obtained.  The following is 
  a list of the transactions identified by Enron in its internal 
  review and now incorporated by reference into this Consent 
  Decree:

a.   Licensee: Portland General Electric (Transfer of control 
     from Portland General Corporation; Aircraft and Ship 
     Licenses).  As described above, control of several licenses 
     held by PGE were transferred to Enron in 1997 without prior 
     FCC approval through the merger of PGE's parent company, 
     PGC, with Enron Corp.  In September 1998, on its own 
     initiative, Enron submitted applications to the FCC for 
     approval, nunc pro tunc, of the transfer of control of 27 of 
     the licenses.  These applications were approved on January 
     25, 1999.  In November 2000, Enron filed applications again 
     on its own motion to transfer control of an additional 69 
     licenses.3  All of these applications also have been 
     approved.  The audit conducted in connection with this 
     Consent Decree identified one additional license for which 
     an application previously had been filed but, according to 
     the FCC's ULS database, had not been effectively 
     transferred.  Therefore, another application for nunc pro 
     tunc approval of the transfer of control of that license was 
     submitted on December 19, 2001.  Additionally, the licensee 
     holds ship and aircraft licenses, which may not be 
     transferred.  Applications for new ship and aircraft 
     licenses were filed on December 19, 2001.4

b.   Licensee: Enron Corp. d/b/a Zond Maintenance Corp (Transfer 
     of control from Zond Corporation, Name Change to Enron Wind 
     Maintenance and Aircraft Licenses).  In January 1997, Zond 
     Corporation (``Zond''), the parent company of Zond 
     Maintenance Corporation (``Zond  Maintenance'') was acquired 
     by Enron Renewable Energy Corp., which at the time was 78% 
     owned by Enron Corp.  Subsequently, the corporate name of 
     Zond was changed to Enron Wind Corp. and the corporate name 
     of the licensee was changed to Enron Wind Maintenance Corp.  
     One call sign, originally held by Zond Maintenance, was not 
     effectively transferred to Enron, and appeared in the FCC's 
     database under the licensee name ``Enron Corp d/b/a/ Zond 
     Maintenance Corp.''  An application for nunc pro tunc 
     approval of the transfer of control of that license was 
     submitted on December 19, 2001.  Simultaneously, an 
     administrative change was requested to correct the name of 
     the licensee.  Additionally, the licensee holds two aircraft 
     call signs, which may not be transferred.  New applications 
     for aircraft licenses were submitted on December 19, 2001.


c.   Licensee: Limbach Company (Transfer of Control from Anjou 
     International Company).  On March 3, 1998, Artemis 
     Associates, LLC, indirectly 100% owned by Enron, took 
     control from Anjou International Company of the latter's 
     subsidiary, Limbach Holdings, Inc., the ultimate parent of 
     licensee Limbach Company (``Limbach'').  Limbach holds 
     licenses for private land mobile radio facilities.  Prior 
     approval for the transfer of control of four licenses was 
     not obtained.  Applications for nunc pro tunc approval of 
     the transfers of control were submitted on December 19, 
     2001.

d.   Licensee: Bridgeline Holdings, L.P. (Assignment of 
     Authorizations from Louisiana Resources Company).  On 
     February 3, 2000, the assets of Louisiana Resources Company 
     (``Louisiana Resources''), indirectly 100% owned by Enron, 
     along with licenses for microwave and private radio 
     facilities, were contributed to a new partnership, 
     Bridgeline Holdings, L.P., (``Bridgeline'').  Bridgeline is 
     40% owned and 50% controlled by Enron and 60% owned and 50% 
     controlled by Texaco Exploration and Production, Inc.  Prior 
     approval for the assignment of four licenses was not 
     obtained.  An application for nunc pro tunc approval of the 
     assignment of the Louisiana Resources licenses to Bridgeline 
     was submitted on December 19, 2001. 

e.   Licensee: Midwestern Gas Transmission Company (Assignment of 
     Authorizations from EPEC Communications Corporation).  On 
     April 30, 2001, Midwestern Gas Transmission Company, a 
     subsidiary of El Paso Corporation (``El Paso''), was 
     acquired by Border Midwestern Company, a subsidiary of 
     Northern Border Partners, L.P., a partnership indirectly 
     controlled by Enron.  As part of this transaction, 
     Midwestern Gas took assignment of private radio licenses 
     from EPEC Communications Corporation, another El Paso 
     subsidiary.  Upon their realization that the Commission' s 
     consent to the assignment of 14 licenses inadvertently had 
     not been timely obtained, the parties on their own motion 
     submitted an application for FCC approval nunc pro tunc on 
     May 30, 2001.  The application was granted on June 8, 2001.

f.   Licensee: InterEnergy Sheffield Processing Company (Transfer 
     of Control and Name Change to Bear Paw Energy , LLC (`` Bear 
     Paw'')  Bear Paw, holder of seven private radio license, is 
     the successor in interest to InterEnergy Sheffield 
     Processing Company.  On March 30, 2001, ultimate control of 
     Bear Paw was transferred to Enron by the acquisition of the 
     company by Northern Border Partners, L.P  Prior FCC approval 
     for the transfer of control of the licenses was not 
     obtained.  An application for approval nunc pro tunc of the 
     transfer of the licenses, and a change in the licensee name 
     for one call sign, was filed on December 19, 2001.

g.   Licensees:  Black Mesa Pipeline, Inc. (``BMP'') (Aircraft 
     License and Transfer of Control from Prudential Insurance 
     Company of America (``Prudential'')) On August 29, 1996, 
     majority control of Black Mesa Holdings, Inc. (``BMHI''), 
     the parent company of BMP (together ``Black Mesa''), was 
     obtained by Northern Border Intermediate Limited Partnership 
     (NBILP), which was then 50% ultimately controlled by Enron.  
     When NBILP acquired 100% of Black Mesa in 1997, negative 
     control passed to Enron.  Enron gained ultimate positive 
     control in 1998.  A new application for an aircraft license 
     was submitted by BMHI on December 19, 2001, and applications 
     for approval  nunc pro tunc of the transfer of 6 private 
     land mobile and 14 non-commercial microwave licenses were 
     filed by BMP on December 20, 2001.


5.   As part of its commitment to comply with the Act and 
Commission's rules, Enron has already designated a 
Telecommunications Compliance Attorney (``TCA''), under whose 
direction the company has committed to ensure that it has all 
necessary licenses for its current operations and that every 
license is valid and in good standing.5

                        III.  Definitions

6.   For the  purposes  of  this Consent  Decree,  the  following 
definitions shall apply:

(a) ``Commission'' means the Federal Communications Commission;

(b) ``Bureau'' means the Enforcement Bureau of the Federal 
Communications Commission;

(c)  ``Enron'' means Enron Corp. together with all of its 
corporate affiliates (defined as any entity ultimately majority 
owned by Enron Corp.) and all of their successors and assigns.

d) ``Adopting Order'' means the order of the Enforcement Bureau 
adopting this Consent Decree.

(e)  ``Parties'' means Enron Corp. and the Bureau;

(f) ``Act'' means the Communications Act of 1934, as amended, 
Title 47 of the United States Code.

(g)  ``TCA'' means Telecommunications Compliance Attorney

(h)   "new material evidence" means information discovered after 
the execution of this Consent Decree that directly relates to the 
events described in paragraphs 3-4 of this Consent Decree and 
indicates fraudulent or deceptive behavior on the part of Enron 
with regard to violations of Sections 301 or 310 of the Act in 
connection with such events.



                         IV.  Agreement

7.   The Parties agree that the provisions of this Consent Decree 
shall be subject to final approval by the Bureau by incorporation 
of such provision by reference in an Adopting Order of the 
Bureau.

8.   Enron admits the jurisdiction of the Bureau over the matters 
contained in this Consent Decree and the Adopting Order.

9.   The Parties agree that this Consent Decree shall become 
effective on the date on which the Bureau releases the Adopting 
Order.  Upon release, the Adopting Order and this Consent Decree 
shall have the same force and effect as any other Order of the 
Commission.  Enron agrees that any violation of the Adopting 
Order shall constitute a violation of a Commission Order.

10.  The Parties agree and acknowledge that this Consent Decree 
shall constitute a final settlement between Enron and the Bureau 
of the matters described in paragraphs 3-4, above.  In 
consideration for the termination by the Bureau of its 
investigation into whether Enron has violated Section 310(d) of 
the Act and Section 101.53 of the Commission's rules, Enron 
agrees to the terms set forth herein. 

11.  Enron agrees that it shall make a voluntary contribution to 
the United States Treasury in the total amount of $7,500 (seven 
thousand five hundred dollars).  This amount shall be paid within 
ten (10) calendar days of the date on which the Adopting Order is 
released.  Such contribution shall be made, without further 
protest or recourse, by certified check, cashiers check, or money 
order drawn to the order of the Commission, and shall be mailed 
to the Forfeiture Collection Section, Finance Branch, Federal 
Communications Commission, P.O. Box 73482, Chicago, Illinois 
60673-7482.  Reference should be made on the check or money order 
to the account number referenced in the Order adopting this 
Consent Decree as well as to Enron's FCC Registration Number.

12.  Enron agrees to implement, within 30 calendar days after the 
Bureau releases the Adopting Order, a comprehensive internal 
program, a summary of which is attached hereto, to ensure Enron's 
future compliance with the Act, the Commission's rules, and the 
Commission's policies. 

13.  In express reliance upon the covenants and representations 
contained in this Consent Decree, the Bureau agrees to terminate 
its investigation into the matters discussed in paragraphs 3-4, 
above, without any finding of liability on the part of Enron.

14.  The Bureau  agrees  not  to institute  any  new  proceeding, 
formal or  informal,  of  any kind  against  Enron  for  apparent 
violations of Section 310(d) of the Act arising from the  matters 
discussed in paragraphs 3-4, above.

15.  In the absence of new material evidence, the Bureau agrees 
that it will not use the facts developed in its investigation 
through the date of this Consent Decree, or the existence of this 
Consent Decree, to institute on its own motion, any new 
proceeding, formal or informal, or take any action on its own 
motion against Enron concerning the matters described in 
paragraphs 3-4, above, or with respect to Enron's basic 
qualifications, including Enron's character qualifications, to be 
a Commission licensee or with respect to compliance with the 
Commission's rules and policies.

16.  In the event that Enron is found by the Commission or its 
delegated authority to have engaged in a violation of Section 
310(d) of the Act and/or Section 301 of the Act subsequent to the 
release of the Order adopting this Consent Decree, Enron agrees 
that the conduct described in paragraphs 3-4, above, may be 
considered by the Commission or its delegated authority in 
determining an appropriate sanction.  The Commission agrees that, 
if such conduct is considered by the Commission in determining an 
appropriate sanction, Enron will not be estopped from litigating 
issues concerning the severity, degree, or impact on the public 
interest of Enron's conduct.

17.  Enron waives any and all rights it may have to seek 
administrative  or judicial reconsideration, review, appeal or 
stay, or to otherwise challenge or contest the validity of this 
Consent Decree and the Order adopting this Consent Decree, 
provided the Order is limited to adopting the Consent Decree 
without change, addition, or modification.

18.  Enron and the  Bureau agree that  the effectiveness of  this 
Consent Decree  is  expressly  contingent upon  issuance  of  the 
Order, provided  the  Order  adopts the  Consent  Decree  without 
change, addition, or modification. 

19.  Enron and the Bureau agree that in the event that this 
Consent Decree is rendered invalid by any court of competent 
jurisdiction, it shall become null and void and may not be used 
in any manner in any legal proceeding.

20.  Enron and the Bureau agree that if Enron, the Commission, or 
the United States on behalf of the Commission, brings a judicial 
action to enforce the terms of the Order adopting this Consent 
Decree, neither Enron nor the Commission shall contest the 
validity of the Consent Decree or Order, and Enron and the 
Commission shall waive any statutory right to a trial de novo 
with respect to any matter upon which the Order is based 
(provided in each case that the Order is limited to adopting the 
Consent Decree without change, addition, or modification), and 
shall consent to a judgment incorporating the terms of this 
Consent Decree.

21.  Enron agrees to waive any claims it may otherwise have under 
the Equal Access  to Justice Act,  Title 5 U.S.C.   504, and  47 
C.F.R.  1.1501  et seq.,  relating to the  matters discussed  in 
paragraphs 3-4, above.

22.  The Bureau and Enron agree that this Consent Decree does not 
constitute an adjudication on the merits or any finding on the 
facts or law regarding any violations of the Act, including 
Section 310 thereof, or the Commission's rules, including 47 
C.F.R.  101.53.  The parties agree that this Consent Decree is 
for settlement purposes only and that by agreeing to this Consent 
Decree, Enron does not admit any liability for violating the Act 
or Commission rules in connection with the matters that are the 
subject of this Consent Decree.  Indeed, Enron expressly denies 
any such noncompliance, violation, or liability.

23.  Enron and the  Bureau agree  to be  bound by  the terms  and 
conditions stated herein.

24.  Enron and the Bureau agree that this Consent Decree may be 
signed  in counterparts.


ENFORCEMENT BUREAU
FEDERAL COMMUNICATIONS COMMISSION 

By: _____________________________                                               
____________  
     David H. Solomon                             Date
     Chief

ENRON CORP.  

By: ______________________________                                            
____________ 
James V. Derrick, Jr.                                  Date
Executive Vice-President and General Counsel




                  SUMMARY OF COMPLIANCE PROGRAM
                               OF
                           ENRON CORP.


Enron  Corp.  (``Enron'')  will  establish  a  Telecommunications 
Regulatory Compliance Program to ensure compliance with  relevant 
provisions  of  the  Communications  Act  of  1934  and   Federal 
Communications  Commission  regulations.   The  program  will  be 
administered by the legal department  and will be described in  a 
compliance manual addressing the following areas: (1) designation 
of a Telecommunications Compliance Attorney; (2) establishment of 
a compliance training program; (3) creation of an electronic  FCC 
license database; (4) FCC license  renewals; and (5) FCC  license 
assignments and transfers of control.

Designation of  Telecommunications  Compliance  Attorney.   Enron 
will designate a member of its  legal department to serve as  the 
Telecommunications Compliance Attorney  (``TCA'').  The TCA  will 
have responsibility  for  overseeing  Enron's  Telecommunications 
Compliance Program. Enron personnel with questions regarding  FCC 
compliance will be directed to the TCA for assistance.

     Compliance  Training  Program.   The  TCA  will  conduct  an 
education  program  for  company  lawyers,  managers,  and  other 
parties responsible for  the establishment,  purchase, sale,  and 
use of Enron's telecommunications assets.

     Database.  The TCA  will assemble  and maintain  information 
about Enron's telecommunications licenses.  The database will  be 
accessible  by  all  employees  who  deal  with  FCC   regulatory 
compliance or telecommunications  systems.  The  TCA will  ensure 
that the database is updated regularly.

     License Renewals.   The  database  will  contain  a  tickler 
system that will alert the  TCA whenever one of Enron's  licenses 
must be  renewed.   The TCA  will  then have  responsibility  for 
ensuring that the  proper renewal application  is filed and  that 
FCC approvals are obtained.

     License Assignments  and Transfers.   The compliance  manual 
will contain information for  Enron personnel regarding the  need 
to obtain prior FCC approval for all assignments and transfers of 
control of FCC licenses.