Click here for Microsoft Word Version
******************************************************** 
                      NOTICE
********************************************************

This document was converted from
WordPerfect or Word to ASCII Text format.

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
Word or WordPerfect version or Adobe Acrobat version (above).

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



                       Consent Decree

                      I.   Introduction
1.   This Consent Decree is entered into by the Enforcement 
   Bureau, Federal Communications Commission ("Bureau") and 
   FirstEnergy Corp. ("FirstEnergy"), The Cleveland Electric 
   Illuminating Company (``Cleveland Electric''), Ohio 
   Edison Company (``Ohio Edison''), Pennsylvania Power 
   Company (``Pennsylvania Power''), The Toledo Edison 
   Company (``Toledo Edison''), MB Operating Company, Inc. 
   (``MB''), Colonial Mechanical Corporation (``Colonial''), 
   Spectrum Control Systems, Inc. (``Spectrum''), 
   (collectively, ``Licensees'').

                       II.  Background
2.   There are six separate transactions that are the 
   subject of this Consent Decree.  The first transaction 
   involved the merger of Ohio Edison Company and its 
   subsidiary Pennsylvania Power Company with Centerior 
   Corporation, the former holding company for Cleveland 
   Electric and Toledo Edison.  FirstEnergy was formed as a 
   result of that merger.  That transaction closed on 
   November 8, 1997.  Three transactions involved 
   FirstEnergy's acquisition of control of Spectrum, MB and 
   Colonial.  The fifth transaction involved the transfer of 
   MB's assets to Great Lakes Energy Partners, LLC (``Great 
   Lakes''), a joint venture with Ranger Resources 
   Corporation.  The sixth transaction involved the merger 
   of Morrison Mechanical and Building Services, a 
   corporation controlled by Colonial, into Colonial.  All 
   of the Licensees, except for FirstEnergy, hold licenses 
   issued by the Federal Communications Commission for 
   microwave, private land mobile, and/or maritime stations.
3.   The Licensees did not file applications for Commission 
   consent to the transfers of control of the subject 
   stations that took place when these transactions were 
   effectuated.  FirstEnergy represents that ``[n]o filing 
   was made with the Commission prior to the consummation of 
   the merger.''  It also represented on June 10, 1999 that 
   ``FirstEnergy personnel only recently learned of the 
   necessity for Commission approval of such a transfer of 
   control.  The omission of filings seeking Commission 
   approval of the transfer of control was thus based simply 
   on unawareness of the scope of the statutory provision 
   and was not made with any intent to avoid the 
   requirements of the statute or the Commission's rules.''
4.   In the spring of 1999, after reading an article in a 
   trade publication, Licensees became aware of the 
   requirement to obtain prior Commission approval before 
   undertaking a transfer of control.  The Licensees met 
   with the Commission's Wireless Telecommunications Bureau 
   in early June 1999 to bring the matter to the 
   Commission's attention.  On June 10, 1999, FirstEnergy 
   filed requests for special temporary authorization to 
   operate the stations that were subject to the first four 
   transactions described above.  The Licensees then filed 
   applications for Commission approval of the transfers of 
   control with respect to those transactions.  Those 
   applications were granted in August 1999.
5.   In July 2000, while completing a due diligence review 
   of its licenses, FirstEnergy discovered potential 
   problems with respect to the transfer of MB's assets to 
   Great Lakes and the merger of Morrison Mechanical into 
   Colonial.  FirstEnergy brought those problems to the 
   Commission's attention, and is in the process of 
   obtaining the necessary authorizations from the 
   Commission.

                    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 Commission's Enforcement 
               Bureau.
          (c)  "Licensees" means all of non-government 
               parties to this consent decree and all of 
               their subsidiaries and affiliates.
          (d)  ``FirstEnergy transaction'' means the merger 
               of Ohio Edison Company, Pennsylvania Power 
               Company, and Centerior Corporation (partially 
               a substantial transaction, partially a pro 
               forma transaction) on November 8, 1997.
          (e)  ``Spectrum transaction'' means the 
               substantial transaction under which 
               FirstEnergy acquired control of Spectrum.
          (f)  ``Colonial transaction'' means the 
               substantial transaction under which 
               FirstEnergy acquired control of Colonial.
          (g)  ``MB transaction'' means the substantial 
               transaction under which FirstEnergy acquired 
               control of MB.
          (h)  ``Morrison transaction'' means the pro forma 
               transaction in 2000 under which Morrison 
               Mechanical and Building Services, a 
               corporation controlled by Colonial, was 
               merged into Colonial.
          (i)  ``Great Lakes transaction'' means the 
               September 1999 transaction in which MB's 
               assets were transferred to Great Lakes Energy 
               Partners, LLC, a joint venture with Range 
               Resources Corporation.  With respect to this 
               transaction, this consent decree only covers 
               those licenses formerly held by MB.
          (j)  "Order" means an order of the Enforcement 
               Bureau adopting this Consent Decree.
          (k)  "Final Order" means an Order that is no 
               longer subject to administrative or judicial 
               reconsideration, review, appeal, or stay.

                       IV.  Agreement
7.   Without admitting to any violation of the Commission's 
   rules, Licensees agree not to contest findings that 
   Licensees apparently violated Section 310(d) of the 
   Communications Act of 1934, as amended, and Sections 
   90.113 and/or 101.53 of the Commission's rules with 
   respect to the FirstEnergy, Spectrum, Colonial, MB, 
   Morrison, and Great Lakes transactions, provided that 
   these findings shall not be used by the Bureau against 
   Licensees in any other current or future proceedings 
   before the Bureau, except as set forth in paragraph 13 of 
   this Consent Decree.
8.   Licensees and the Bureau agree that this Consent Decree 
   does not constitute an adjudication of the merits, or any 
   finding on the facts or law regarding any violations 
   committed by Licensees arising out of the FirstEnergy, 
   Spectrum, Colonial, MB, Morrison, and Great Lakes 
   transactions.
9.   FirstEnergy shall make a voluntary contribution to the 
   United States Treasury in the amount of thirty-five 
   thousand dollars ($35,000) within 10 calendar days after 
   the Bureau releases an Order adopting this Consent 
   Decree. 
10.  Licensees agree to implement a comprehensive Compliance 
   Program to ensure compliance with the Communications Act 
   and the Commission's rules and policies.  The Compliance 
   Program is described in a letter from Steven F. Lux, 
   Director, Telecommunications Engineering, FirstEnergy, to 
   John J. Schauble, Special Counsel, Investigations and 
   Hearings Division, Enforcement Bureau dated June 15, 
   2000, which is incorporated herein by reference.
11.  Licensees agree to cause to be filed with the 
   Commission, within sixty days of the adoption of this 
   Consent Decree, all applications that are necessary to 
   obtain the Commission's authorization to assign all 
   licenses that they hold to a corporation that will be 
   directly owned by FirstEnergy.
12.  In express reliance upon the covenants and 
   representations contained herein, the Bureau agrees to 
   terminate the investigation into the FirstEnergy, 
   Spectrum, Colonial, MB, Morrison, and Great Lakes 
   transactions upon the Order adopting this Consent Decree 
   becoming a Final Order.
13.  In consideration for the termination of these 
   proceedings in accordance with the terms of this Consent 
   Decree, Licensees agree to the terms, conditions and 
   procedures contained herein.
14.  The Bureau agrees not to institute any new proceeding, 
   formal or informal, of any kind against Licensees for 
   violations of Section 310(d) of the Communications Act or 
   Sections 90.113 and 101.53 of the Commission's rules 
   regarding the FirstEnergy, Spectrum, Colonial, MB, 
   Morrison, and Great Lakes transactions that are the 
   subject of this Consent Decree.
15.  In the event that Licensees are found by the Commission 
   or its delegated authority to have engaged in conduct the 
   same or similar to that described in paragraph 6 of this 
   Consent Decree, subsequent to its adoption, Licensees and 
   the Bureau agree that the findings described in paragraph 
   6 may be used by the Bureau only to fashion an 
   appropriate sanction, provided that Licensees shall not 
   be precluded or estopped from litigating de novo any and 
   all of the issues arising from the facts and allegations 
   related to the events described herein as necessary to 
   defend, in any forum, their interests from challenge by 
   any person or entity not a party to this Consent Decree.
16.  Licensees admit the jurisdiction of the Bureau to adopt 
   this Consent Decree.
17.  Licensees waive 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 adopts the 
   Consent Decree without change, addition, or modification.
18.  Licensees 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.  Licensees and the Bureau recognize that if any court of 
   competent jurisdiction renders this Consent Decree 
   invalid, it shall become null and void and may not be 
   used in any manner in any legal proceeding.
20.  Licensees and the Bureau agree that if Licensees, 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 
   Licensees nor the Commission shall contest the validity 
   of the Consent Decree or Order, and Licensees and the 
   Commission shall waive any statutory right to a trial de 
   novo with respect to any matter upon which the Order is 
   based, and shall consent to a judgment incorporating the 
   terms of this Consent Decree.
21.  Licensees agree 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.
22.  Licensees agree that any violation of the Order 
   adopting this Consent Decree shall constitute a separate 
   violation of a Commission order, entitling the Commission 
   to exercise any rights and remedies attendant to the 
   enforcement of a Commission order.23.  This Consent Decree may be signed in counterparts.

FEDERAL COMMUNICATIONS COMMISSION, ENFORCEMENT BUREAU


By: _____________________                                               
___________  
     David H. Solomon                        Date
     Bureau Chief

FIRSTENERGY CORP.


By: ______________________                                             
___________ 
     Leila L. Vespoli                        Date
     Vice President and General Counsel 

THE CLEVELAND ELECTRIC ILLUMINATING COMPANY


By: ______________________                                             
___________ 
     Leila L. Vespoli                        Date
     Vice President and General Counsel 

OHIO EDISON COMPANY


By: ______________________                                             
___________ 
     Leila L. Vespoli                        Date
     Vice President and General Counsel 

PENNSYLVANIA POWER COMPANY


By: ______________________                                             
___________ 
     Leila L. Vespoli                        Date
     Vice President and General Counsel 
     

THE TOLEDO EDISON COMPANY


By: ______________________                                             
___________ 
     Leila L. Vespoli                        Date
     Vice President and General Counsel 
     MB OPERATING COMPANY, INC.


By: ______________________                                             
___________ 
     Leila L. Vespoli                        Date
     Vice President and General Counsel 
     FirstEnergy Corp., on behalf of its 
     now dissolved, formerly wholly-owned 
     subsidiary, MB Operating Company, Inc.

COLONIAL MECHANICAL CORPORATION


By: ______________________                                             
___________ 
     Leila L. Vespoli                        Date
     Vice President and General Counsel 
     FirstEnergy Facilities Services Group, LLC,
     on behalf of its wholly-owned subsidiary,
     Colonial Mechanical Corporation
     
SPECTRUM CONTROL SYSTEMS, INC.


By: ______________________                                             
___________ 
     Leila L. Vespoli                        Date
     Vice President and General Counsel 
     FirstEnergy Facilities Services Group, LLC,
     on behalf of its wholly-owned subsidiary,
     Spectrum Control Systems, Inc.