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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"), Enogex Inc. (``Enogex''), and Transok, LLC
(``Transok'').
II. Background
2. This Consent Decree addresses the transfer of control of
private land mobile and operational fixed microwave
licenses (the ``Licenses'') now held by Transok. In
1998, Transok, Inc. -- a wholly owned subsidiary of
Tejas Gas, L.L.C. (``Tejas'') -- refomulated as a
limited liability company by establishing Transok and
merging Transok, Inc. into Transok. Following this
reformulation, Transok, Inc. ceased to exist and Transok
continued as a wholly-owned subsididary of Tejas with
identical management personnel to Transok, Inc. Neither
Tejas nor its subsidiaries sought prior FCC consent for
the Transok transaction. On July 1, 1999, there was a
substantial transfer of control of Transok from Tejas to
Enogex. Enogex and Tejas did not file applications for
Commission consent to the transfers of control of the
Licenses held by Transok prior to July 1, 1999. Enogex
was unaware that it was acquiring interests in radio
station licenses for which prior Commission approval was
required. Enogex states that it relied upon Tejas'
representation in the transactional documents that no
prior Commission approval was required.
3. After gaining access to Transok's records, Enogex
became aware that prior Commission approval should have
been obtained for the Enogex transactions. On September
2, 1999, Enogex filed requests for special temporary
authorization (``STA'') to operate the stations. Staff
from the Commission's Wireless Telecommunications Bureau
informed counsel for Enogex that the STA request could
not be granted because three of the call signs operated
by Transok were listed in the Commission's data base as
being held by ANR Pipeline Company (``ANR''), a company
that previously owned certain assets acquired by wholly
owned subsidiaries of Transok. On October 12, 1999, ANR
and Transok filed applications requesting Commission
approval to assign those three licenses from ANR to
Transok. On September 3, 1999, Transok filed
applications for the Commission's consent to transfer
control of Transok's licenses from Tejas to Enogex. The
Wireless Telecommunications Bureau granted these
applications on May 12, 2000.
III. Definitions
4. 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) "Enogex" means Enogex Inc.
(d) ``Transok'' means Transok, LLC
(e) ``ANR'' means ANR Pipeline Company.
(f) ``Transok transaction'' means the pro forma
transaction under which Transok, Inc. and
Transok merged, with Transok as the surviving
entity.
(g) ``Enogex transaction'' means the substantial
transaction under which Enogex acquired
control of Transok.
(h) ``ANR transaction'' means the substantial
transaction under which wholly owned
subsidiaries of Transok acquired control of
certain assets previously owned by ANR.
(i) "Order" means an order of the Enforcement
Bureau adopting this Consent Decree.
(j) ``Final Order'' means an Order that is no
longer subject to administrative or judicial
reconsideration, review, appeal, or stay.
(k) ``Licenses'' means the private land mobile
and operational fixed microwave licenses
transferred through the Enogex transaction.
IV. Agreement
5. Enogex, Transok 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 Enogex or Transok
arising out of the Transok, Enogex or ANR transactions.
6. Enogex shall make a voluntary contribution to the
United States Treasury in the amount of ten thousand
dollars ($10,000) within 10 calendar days after the
Bureau releases an Order adopting this Consent Decree.
7. Enogex and Transok agree to implement a
comprehensive Compliance Program to ensure compliance
with the Communications Act and the Commission's rules
and policies. A summary of the Compliance Program is
attached to this Consent Decree.
8. In express reliance upon the covenants and
representations contained herein, the Bureau agrees to
terminate the investigation into the Transok, Enogex
and ANR transactions upon the Order adopting this
Consent Decree becoming a Final Order.
9. In consideration for the termination of these
proceedings in accordance with the terms of this
Consent Decree, Enogex and Transok agree to the terms,
conditions and procedures contained herein.
10. The Bureau agrees not to institute, on its own
motion, any new proceeding, formal or informal, of any
kind against Licensees for violations of Section 310(d)
of the Communications Act or Section 1.903(a) of the
Commission's rules regarding the Transok, Enogex or ANR
transactions that are the subject of this Consent
Decree. 11. In the event that Enogex or Transok is found by the
Commission or its delegated authority to have engaged
in a violation of Section 310(d) of the Act or Section
1.948(a) of the Commission's rules based upon actions
taken by Enogex or Transok subsequent to the release of
the Order adopting this Consent Decree, Enogex and
Transok agree that the conduct described in paragraphs
2 and 3, above, may be considered by the Commission or
its delegated authority in determining an appropriate
sanction.
12. Enogex and Transok admit the jurisdiction of the
Bureau to adopt this Consent Decree.
13. Enogex and Transok 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.
14. Enogex and Transok 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. Enogex, Transok 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.
16. Enogex, Transok and the Bureau agree that if Enogex,
Transok, 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 Enogex, Transok, nor the Commission shall
contest the validity of the Consent Decree or Order,
and Enogex, Transok 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.
17. Enogex and Transok agree to waive any claims they 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.
18. Enogex and Transok 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.
19. This Consent Decree may be signed in counterparts.
FEDERAL COMMUNICATIONS COMMISSION, ENFORCEMENT BUREAU
By: _____________________
___________
David H. Solomon Date
Bureau Chief
ENOGEX INC.
By: ______________________
___________
Date
TRANSOK, LLC
By: ______________________
___________
Date SUMMARY OF COMPLIANCE PROGRAM
OF
ENOGEX INC.
Enogex Inc. (``Enogex'') will establish the Enogex Inc.
Telecommunications Compliance Program (the ``Program'') to
ensure compliance with applicable federal laws and
regulations governing the telecommunications systems for
which Enogex and its wholly owned subsidiaries are licensed
by the Federal Communications Commission (``FCC''). The
following elements will be components of the Program:
· Oversight by Compliance Attorney- Enogex will
designate an attorney in its Legal Department to
oversee the Compliance Program (the ``Compliance
Attorney'').
· Creation of FCC Licensing Database- Enogex will
create a database of all of its FCC licenses to
ensure that those licenses are timely renewed. The
database will be kept current by a designated
employee, who will report (for the purposes of this
function) to the Compliance Attorney. This database
will be accessible to company lawyers, business
development personnel, employees or consultants
responsible for establishment, purchase, sale, and
administration of the telecommunications systems for
which Enogex and its wholly owned subsidiaries are
licensed by the FCC (``Telecommunications
Personnel''). The existence of this database will
be made known to all Telecommunications Personnel.
· Creation of Compliance Manual- Enogex will develop
and maintain a manual describing the state and
federal laws and regulations that govern the
telecommunications systems for which Enogex and its
wholly owned subsidiaries are licensed by the FCC
(the ``Compliance Manual''). The Compliance Manual
will address, among other topics, the requirements,
under Section 310(d) of the Communications Act of
1934, as amended, for entities to secure approval
from, or provide notification to, the FCC in
instances when there is a change in ownership or
control of an entity holding FCC licenses,
regardless of whether such acquisition or transfer
of control is a result of a corporate restructuring
or otherwise (``Assignment and Transfer Rules'').
The Compliance Attorney will ensure that this Manual
is distributed to the Telecommunications Personnel
and reviewed on a periodic basis (in any case, no
less than once a year), and updated if necessary.
· Compliance Training Program- Enogex will conduct a
training program periodically for the
Telecommunications Personnel. The education program
will emphasize FCC Assignment and Transfer Rules.
· Continuing Education Program- The Compliance
Attorney will generate, or secure from outside
telecommunications counsel, memoranda or similar
information regarding changes in the
telecommunications laws or regulations addressed in
the Compliance Manual or Training Program, including
those relating to Assignment and Transfer Rules.
The Compliance Attorney will ensure that these
memoranda or similar material are distributed to
appropriate Telecommunications Personnel.