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                                 CONSENT DECREE

    1. The Enforcement Bureau of the Federal Communications Commission and
       Koch Industries, Inc. hereby enter into this Consent Decree for the
       purpose of resolving the Enforcement Bureau's investigation of
       compliance by Koch Industries, Inc., and entities of which Koch
       Industries, Inc. is the ultimate parent company, with Section 1.17 of
       the Commission's rules, 47 C.F.R. S 1.17.

    2. For purposes of this Consent Decree, the following definitions shall

         a. "Act" means the Communications Act of 1934, as amended, 47 U.S.C.
            S 151 et seq.

         b. "Adopting Order" means an order of the Bureau, adopting this
            Consent Decree, without any modifications adverse to Koch.

         c. "Any" shall be construed to include the word "all," and the word
            "all" shall be construed to include the word "any." Additionally,
            the word "or" shall be construed to include the word "and," and
            the word "and" shall be construed to include the word "or." The
            word "each" shall be construed to include the word "every," and
            the word "every" shall be construed to include the word "each."

         d. "Bureau" means the FCC's Enforcement Bureau.

         e. "Commission" or "FCC" means the Federal Communications

         f. "Effective Date" means the date on which the Bureau releases the
            Adopting Order.

         g. "Final Order" means that, with respect to the Adopting Order: (1)
            no request for stay or similar request is pending, no stay is in
            effect, the Adopting Order has not been vacated, reversed, set
            aside, annulled or suspended, and any deadline for filing such
            request that may be designated by statute or regulation has
            passed; (2) no timely petition for rehearing or reconsideration
            of the Adopting Order, or protest of any kind, is pending before
            the FCC and the time for filing any such petition or protest is
            passed; (3) the FCC does not have the Adopting Order under
            reconsideration or review on its own motion and the time for such
            reconsideration or review has passed; and (4) the Adopting Order
            is not under judicial review, there is no notice of appeal or
            other application for judicial review pending, and the deadline
            for filing such notice of appeal or other application for
            judicial review has passed.

         h. "Inquiry" means the Bureau's investigation, which commenced with
            the issuance of a letter of inquiry, dated September 7, 2005,
            from the Bureau to Koch, relating to whether Koch and/or Koch
            Companies failed to disclose the existence of felony convictions
            in license applications filed with the Commission, in violation
            of Section 1.17 of the Commission's rules, 47 C.F.R. S 1.17.

         i. "Koch" means Koch Industries, Inc., and any affiliate, parent
            company, wholly or partially owned subsidiary of it (including,
            but not limited to: Flint Hills Resources Alaska, LLC; Flint
            Hills Resources, LP; Koch Petroleum Group; Brunswick Cellulose,
            Inc.; Diamond-Koch, LP; Gulf Pipeline South Company, LP; Invista
            S.A.R.L.; K D S Promix, LLC; KCBX Terminals Company; Koch
            Business Solutions, LP; Koch Carbon, LLC; Koch Materials Company,
            Inc.; Koch Nitrogen Company; Koch Performance Asphalt Co.; Koch
            Pipeline Company, LP; Koch-Glitsch, LP; Kosa; Kosa
            Corporation-Spartanburg Plant; Leaf River Cellulose, LLC; Matador
            Cattle Company; Old Augusta Railroad, LLC; Purina Mills, Inc.;
            and Invista, Inc.), and all owners, including but not limited to,
            officers, directors, and partners of the foregoing.

         j. "Koch Companies" means entities of which Koch is the ultimate
            parent company, including those referenced in paragraph 2(i),

         k. "Parties" means the Bureau and Koch.


    3. Koch is a large privately-held corporation with hundreds of separate
       subsidiaries and affiliates involved in diverse businesses, including
       petroleum, chemicals, minerals, fertilizers, paper, ranching, and
       financial services. None of the Koch Companies is a media company or
       provides communications services to the public. Approximately 25 Koch
       Companies hold FCC-regulated licenses, all of which are used for
       internal communications incidental to the companies' principal

    4. Koch and/or Koch Companies were convicted of felonies in state or
       federal court on three occasions. Section 1.17 of the Commission's
       rules, 47 C.F.R. S 1.17, requires truthful and accurate statements to
       the Commission, including such statements in response to questions in
       license applications which inquire whether the applicant or a party
       thereto has ever been convicted of a felony in state or federal court.

    5. The Parties acknowledge that any forfeiture proceeding that might
       result from the Inquiry would be time consuming and require
       substantial expenditure of public and private resources. In order to
       conserve such resources, to resolve the Inquiry, and to promote
       compliance by Koch with Section 1.17 of the Commission's rules, the
       Parties are entering into this Consent Decree, in consideration of the
       mutual commitments made herein.


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

    7. 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, and any
       violation of the terms of this Consent Decree shall constitute a
       violation of a Commission order, entitling the Commission, or the
       Bureau pursuant to delegated authority, to exercise any rights and
       remedies attendant to the enforcement of a Commission order.

    8. Koch acknowledges that the Commission has jurisdiction to enforce 47
       C.F.R. S1.17.

    9. Koch acknowledges that in various license applications filed with the
       Commission since January 1, 2005, Koch Companies responded in the
       negative regarding whether the applicant to the application or any
       party thereto had ever been convicted of a felony in state or federal
       court. Koch further acknowledges that such representations to the
       Commission may not have been accurate, given Koch's prior felony

   10. The Bureau acknowledges that it commenced its Inquiry upon discovering
       that a Koch Company had filed with the Commission several license
       applications in 2005 that properly disclosed a prior felony conviction
       and several other license applications that did not disclose such
       information. Based on Koch's internal review of its past application
       filings conducted after commencement of the Inquiry, Koch asserts that
       any inaccurate statements in its applications appear to have been

   11. As part of the Adopting Order, the Bureau shall terminate the Inquiry.
       From and after the Effective Date, in the absence of new information
       not previously disclosed to the Bureau by Koch, the Bureau shall not,
       either on its own motion or in response to any petition, third-party
       objection, complaint, or other information, initiate any inquiries,
       investigations, forfeiture proceedings, hearings, or other actions,
       formal or informal, against Koch for alleged or suspected violations
       of 47 C.F.R. S 1.17.

   12. Koch represents that it has conducted a thorough review of its
       application procedures and developed a comprehensive Compliance Plan
       to ensure its future compliance with 47 C.F.R. S 1.17. A summary of
       Koch's Compliance Plan is attached hereto. Koch agrees to implement
       its Compliance Plan, to the extent it has not already done so, within
       thirty (30) days of the Effective Date and to keep such Compliance
       Plan in effect for two (2) years after the Effective Date.

   13. Within five (5) business days after the Adopting Order becomes a Final
       Order, Koch shall make a voluntary contribution to the United States
       Treasury in the amount of seventy-five thousand dollars ($75,000). The
       payment shall be made by check or similar instrument, payable to the
       order of the Federal Communications Commission. The payment shall
       include the Acct. No. and FRN No. appearing on the Adopting Order.
       Payment by check or money order may be mailed to Federal
       Communications Commission, P.O. Box 358340, Pittsburgh, PA 15251-8340.
       Payment by overnight mail may be sent to Mellon Bank /LB 358340, 500
       Ross Street, Room 1540670, Pittsburgh, PA 15251. Payment by wire
       transfer may be made to ABA Number 043000261, receiving bank Mellon
       Bank, and account number 911-6106.

   14. Koch 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
       Adopting Order, provided no modifications are made to the Consent
       Decree adverse to Koch. If the Bureau, the Commission or the United
       States acting on its behalf, brings a judicial action to enforce the
       terms of the Adopting Order or this Consent Decree, or both, Koch will
       not contest the validity of this Consent Decree or of the Adopting
       Order. If Koch brings a judicial action to enforce the terms of the
       Adopting Order or this Consent Decree, or both, neither the Commission
       nor the United States will contest the validity of this Consent Decree
       or of the Adopting Order.

   15. The Parties agree that this Consent Decree and Koch's voluntary
       contribution are for settlement purposes only and do not constitute an
       admission, denial, adverse finding, adverse final action, adverse
       adjudication on the merits, or waiver of legal rights except as
       otherwise expressly set forth herein.

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

   17. Koch agrees to waive any claims they may otherwise have under the
       Equal Access to Justice Act, 5 U.S.C. S 504 and 47 C.F.R. S 1.1501 et
       seq., relating to the matters addressed in this Consent Decree.

   18. Koch and the Bureau each represents and warrants to the other that it
       has full power and authority to enter into this Consent Decree.

   19. This Consent Decree may be executed in counterparts.



   By: ________/S/__________________ Date: ____March 21, 2006_____

   Kris A. Monteith, Chief


   By: _________/S/___________________ Date: ____March 9, 2006_______

   Mark Holden, Senior Vice President

   and General Counsel

                           SUMMARY OF COMPLIANCE PLAN

   The Koch Companies are designing and implementing a compliance system in
   connection with the filing of FCC license applications, as more
   specifically described below.

   1. Leadership and Management Commitment. Each Koch Company that holds an
   FCC license will designate a Compliance System Owner ("CSO") for its
   license applications. The CSO will be responsible for the design,
   implementation, and continuous improvement of the system to ensure
   accuracy in the filing of license applications.

   2. Employee Ownership. Only those employees who are authorized by the CSO
   and their supervisor will be permitted to complete FCC license
   applications. These employees will receive specialized training, as
   further described below.

   3. Training. All current and future employees who are authorized to
   complete FCC license applications will be provided with training that
   describes the Commission's rules regarding truthful statements and the
   obligation to maintain the accuracy and completeness of any application,
   as well as the resources that must be used in order to assure accuracy and
   completeness. All current and future employees who may come into contact
   with FCC licensing procedures, but who are not expected to complete FCC
   license applications, will be provided with general awareness training
   that is designed to ensure that license applications are directed to the
   employees who have received the specific training. Both types of training
   will include instructions directing the employees to promptly report all
   possible or suspected instances of non-compliance with 47 C.F.R. S 1.17 to
   the CSO. Both types of training will include an admonition as to the
   individual consequences of intentional non-compliance, which will result
   in disciplinary action, up to and including termination of employment, as
   well as the channels for reporting non-compliance, which will include a
   toll-free, anonymous hotline. Records of all training will be maintained.

   4. Risk Assessment and Change Management. The CSO and business leaders
   within the Koch Companies will be responsible for monitoring and
   responding to changes in the business that may impact this compliance
   system. Examples of such changes could include the resignation or
   redeployment of employees who have received specialized training in
   license applications, the acquisition of new businesses that results in
   the need to transfer licenses, or changes in the Commission's regulations.

   5. Reports of Non-Compliance to the Commission. Any and all instances of
   non-compliance with 47 C.F.R. S 1.17 coming to the attention of the CSO
   will be reported in writing by the CSO to the Chief, Investigations and
   Hearings Division, Enforcement Bureau, Federal Communications Commission
   within 30 calendar days, and all documents relating thereto will be
   retained by the CSO and provided to the Commission upon request.

   6. Continuous Improvement. The CSO and business leaders will be
   responsible for making an annual assessment of the compliance system to
   confirm (a) that the system is being used by those officers and employees
   whose actions may impact the company's compliance with Commission
   regulations, and (b) that the system is effective in ensuring accuracy and
   completeness in license applications. Any shortcomings in the system
   detected through these annual assessments will promptly be addressed.

                  Federal Communications Commission DA 06-617



                                 Federal Communications Commission DA 04-3260