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Consent Decree
I. Introduction
1. This Consent Decree is entered into by the Enforcement
Bureau of the Federal Communications Commission ("Bureau") and
Anadarko Petroleum Corporation (``Anadarko'').
II. Background
2. Anadarko is a Houston-based independent energy exploration
and production company. Its domestic operations are focused in
Kansas, Oklahoma, Texas, the Gulf of Mexico, the Rocky Mountains
and Alaska.
3. By letter, dated March 20, 2001, Anadarko voluntarily
informed the Enforcement Bureau that it had previously engaged in
three separate transactions which, collectively, effectuated the
substantial transfer of control of 49 land mobile and microwave
authorizations. In each instance, Anadarko was required by
Section 310(d) of the Communications Act of 1934, as amended, to
obtain Commission consent to the transfer of control or
assignment of license of each station prior to consummating the
transaction. In each instance, it failed to do so.
4. Specifically, in September 1995, Anadarko acquired certain
assets from Capitan Enterprises, Inc. (``Capitan''), including
four stations associated with the West Texas Water Supply System.
Anadarko belatedly filed appropriate applications seeking
Commission consent to the assignment of the Capitan stations on
October 31, 2000. The Commission granted the applications on
November 9, 2000. On July 14, 2000, Anadarko acquired Union
Pacific Resources (``UPR''), which held 44 authorizations.
Anadarko belatedly requested Commission consent to the assignment
of the UPR licenses in September 2000. The Commission
subsequently granted the applications in the ordinary course. On
January 3, 2001, Anadarko acquired Pinnacle Gas Treating, Inc.
(``Pinnacle''), which held one license. Anadarko belatedly
requested Commission consent to the assignment of the Pinnacle
station on February 5, 2001. The Commission granted assignment
of the Pinnacle licenses on March 26, 2001.
III. Definitions
5. 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) "Anadarko'' means Anadarko Petroleum Corporation.
(d) "Order" means the order of the Enforcement Bureau
adopting this Consent Decree.
(e) "Final Order" means the Order that is no longer subject
to administrative or judicial reconsideration, review,
appeal, or stay.
(f) ``Act'' means the Communications Act of 1934, as
amended, Title 47 of the United States Code.
IV. Agreement
6. Anadarko agrees that the Bureau has jurisdiction over the
matters contained in this Consent Decree and the authority to
enter into and adopt this Consent Decree.
7. The Bureau and Anadarko 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 or the
Commission's rules committed by Anadarko.
8. Anadarko agrees that it shall make a voluntary contribution
to the United States Treasury in the amount of $15,000 within 10
calendar days after the Bureau releases the Order adopting this
Consent Decree.
9. Anadarko agrees to implement, within 10 calendar days after
the Bureau releases the Order adopting this Consent Decree, a
comprehensive internal program, a summary of which is attached
hereto, to ensure Anadarko's future compliance with the Act and
the Commission's rules.
10. In express reliance upon the representations contained
herein, the Bureau agrees to terminate its investigation into the
matters discussed in paragraphs 3-4, above.
11. The Bureau agrees not to institute any new proceeding,
formal or informal, of any kind against Anadarko for apparent
violations of Section 310(d) of the Act arising from the matters
discussed in paragraphs 3-4, above.
12. In the event that Anadarko is found by the Commission or its
delegated authority to have engaged in a violation of Section
310(d) of the Act subsequent to the release of the Order adopting
this Consent Decree, Anadarko 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.
13. Anadarko 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.
14. Anadarko 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.
15. Anadarko 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.
16. Anadarko and the Bureau agree that if Anadarko, 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 Anadarko nor the Commission
shall contest the validity of the Consent Decree or Order, and
Anadarko 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.
17. Anadarko 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.
18. Anadarko agrees that any violation of the Order adopting
this Consent Decree shall constitute a separate violation and
subject Anadarko to appropriate administrative sanctions.
19. Anadarko and the Bureau agree to be bound by the terms and
conditions stated herein.
20. Anadarko and the Bureau agree that this Consent Decree may
be signed in counterparts.
ENFORCEMENT BUREAU
FEDERAL COMMUNICATIONS COMMISSION
By: ________________________________ ____________
David H. Solomon Date
Chief
ANADARKO PETROLEUM CORPORATION
By: ________________________________ ____________
J. Stephen Martin Date
Vice President and General Counsel
SUMMARY OF COMPLIANCE PROGRAM
OF
ANADARKO PETROLEUM CORPORATION
To assure compliance with all applicable laws, Anadarko
Petroleum Corporation (``APC'') will establish a formal FCC
compliance program to be administered within the Information
Technology Department by a designated Compliance Coordinator
supported by the legal department. The program will consist of
the following:
1. A centralized process for handling FCC License Issues
a) An individual will be assigned from the Information
Technology Department to be the FCC Compliance Coordinator.
b) The Compliance Coordinator will establish and maintain
a data base of all active licenses and related information,
and shall periodically review this database to ensure timely
filing of renewal applications.
c) The Compliance Coordinator, with the support of the
legal department, will be available to provide advice and
assistance in matters related to policy and regulatory
compliance, including securing prior consent from the FCC in
connection with any acquisitions or divestitures.
2. A targeted Education Program with a Compliance Manual
a) Awareness of FCC issues will be fostered by
implementing a program for a targeted audience of company
individuals and departments that may be involved in FCC
licensing related activities such as mergers, acquisitions,
divestitures, and telecommunications.
b) An on-line Compliance Manual will be created with
pertinent FCC licensing information. The Manual will be
accessible on the company Intranet web page for Information
Technology.
c) The Compliance Coordinator will keep informed of
current FCC policy and regulatory compliance requirements by
periodically reviewing published regulations, notices, and
advisories, and also by actively participating in trade
organizations such as the Energy Telecommunications and
Electrical Association (ENTELEC) and the Telecommunications
Committee of the American Petroleum Institute.