*Pages 1--5 from Microsoft Word - 8422.doc* Consent Decree I. Introduction This Consent Decree is entered into by the Enforcement Bureau of the Federal Communications Commission (" Bureau") and Waste Management Holdings, Inc. (“ WMHI”). II. Background 1. WMHI is a wholly- owned subsidiary of Waste Management, Inc. (“ WMI”), a Houston-based company that provides waste management services throughout the United States. WMI is one of the largest companies in the waste management industry. It serves more than 25 million residential customers and over two million commercial businesses. In addition, it operates approximately 300 land disposal sites, 16 waste- to- energy plants, 300 transfer stations, and over 1,400 collection operations. It also has engaged in hazardous waste management services throughout North America, as well as low-level and other radioactive waste services. In connection with its waste management activities, WMI is the licensee of hundreds of land mobile authorizations. 2. The company known today as Waste Management, Inc. was originally incorporated in Oklahoma under the name USA Waste Services, Inc. (“ USA Waste”). In 1995, USA Waste reincorporated in Delaware. Then, in 1998, USA Waste acquired WMHI, formerly known as Waste Management, Inc. Effective at that same time, USA Waste changed its name to Waste Management, Inc. and changed the name of WMHI from Waste Management, Inc. to Waste Management Holdings, Inc. 3. In March 2000, WMHI voluntarily disclosed to the Enforcement Bureau that the 1998 merger had resulted in the substantial transfer of control of a number of authorizations for which prior Commission consent was required pursuant to Section 310( d) of the Communications Act of 1934, as amended, 47 U. S. C. § 310( d). WMHI subsequently revealed a number of other unauthorized transactions that were consummated before and after the 1998 merger. In total, WMHI voluntarily disclosed 35 transactions which resulted in the substantial unauthorized assignment or transfer of control of Commission authorizations, and 62 transactions which resulted in the pro forma unauthorized assignment or transfer of control of Commission authorizations. Attached to this Consent Decree and incorporated by reference herein are two charts identifying the transactions. As a further result of its internal investigation, WMHI also revealed that its subsidiaries had engaged in the operation of 30 facilities with expired authorizations, contrary to Section 301 of the Communications Act of 1934, as amended, 47 U. S. C. § 301. 4. WMHI has filed requests for Special Temporary Authority (“ STA”) and appropriate applications for full- term authority for all of the affected licenses. In most instances, the applications for full- term authority have since been granted. As to those licenses for which applications remain pending, WMHI has secured STAs. 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. 1 (c) "WMHI” means Waste Management Holdings, Inc., a wholly- owned subsidiary of Waste Management, Inc. (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. WMHI 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 WMHI 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 WMHI. 8. WMHI agrees that it shall make a voluntary contribution to the United States Treasury in the amount of $75,000 within 10 calendar days after the Bureau releases the Order adopting this Consent Decree. 9. WMHI 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 WMHI’s future compliance with the Act, the Commission’s rules, and the Commission’s policies. 10. WMHI agrees to implement within 10 calendar days after the Bureau releases the Order adopting this Consent Decree, to the extent it has not already done so, an educational outreach program, a summary of which is attached hereto, to educate other entities engaged in the waste management industry of their obligations as Commission licensees to comply with the Act, the Commission’s rules, and the Commission’s policies. 11. In express reliance upon the representations contained herein, the Bureau agrees to terminate its investigation into the matters discussed in paragraphs 2 - 4, above. 12. The Bureau agrees not to institute any new proceeding, formal or informal, of any kind against WMHI or any of its past or present affiliates for apparent violations of Sections 301 or 310( d) of the Act committed prior to the date of this Consent Decree. 13. In the event that WMHI is found by the Commission or its delegated authority to have engaged in a violation of Sections 301 or 310( d) of the Act subsequent to the release of the Order adopting this Consent Decree, WMHI agrees that the conduct described in paragraphs 2 - 4, above, may be considered by the Commission or its delegated authority in determining an appropriate sanction. 14. WMHI 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 2 Decree and the Order adopting this Consent Decree, provided the Order adopts the Consent Decree without change, addition, or modification. 15. WMHI and the Bureau agree that the effectiveness of this Consent Decree is expressly contingent upon issuance of the Order adopting this Consent Decree. 16. WMHI and the Bureau agree that in the event 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. 17. WMHI and the Bureau agree that if WMHI, 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 WMHI nor the Commission shall contest the validity of the Consent Decree or Order, and WMHI 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. 18. WMHI 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. 19. WMHI agrees that any violation of the Order adopting this Consent Decree shall constitute a separate violation and subject WMHI to appropriate administrative sanctions. 20. WMHI and the Bureau agree to be bound by the terms and conditions stated herein. 21. WMHI and the Bureau agree that this Consent Decree may be signed in counterparts. ENFORCEMENT BUREAU FEDERAL COMMUNICATIONS COMMISSION By: __________________________________ ___________ David H. Solomon Date Chief WASTE MANAGEMENT HOLDINGS, INC. By: __________________________________ ____________ Linda J. Smith Date Vice President and Assistant Secretary 3 SUMMARY OF COMPLIANCE PROGRAM OF WASTE MANAGEMENT HOLDINGS, INC. Centralized System of Administration Waste Management Holdings, Inc. has created and implemented a new centralized system of administration for all FCC licenses held by Waste Management Holdings, Inc., under the direct supervision of the Vice President, Fleet Services, Waste Management, Inc. or other appropriate senior company official. Waste Management, Inc. ’s Vice President for Business Ethics and Compliance is committed to conducting a general review of the company’s operations under its Radio Communications Compliance Plan. License Database and Operating Procedures Waste Management Holdings, Inc. has created and implemented a database of information on licenses, and it is committed to developing new operating procedures needed to support a centralized system of administration for these licenses. Review of Merger, Acquisition, Divestiture, and Restructuring Decisions All merger, acquisition, divestiture, and restructuring actions taken by Waste Management, Inc. will be coordinated with Fleet Services to assure compliance with all FCC approval requirements. Audits and Reviews Audits will be conducted on a random and periodic basis to assess compliance with FCC regulatory requirements. Waste Management Holdings, Inc., in implementing and reviewing this program, may, from time to time modify details of the program in order to increase its operational efficiency and effectiveness. 4 SUMMARY OF EDUCATIONAL OUTREACH PROGRAM OF WASTE MANAGEMENT HOLDINGS, INC. Waste Management Holdings, Inc., anticipates submitting educational articles to industry trade publications concerning the obligations of FCC licensees to comply with the Communications Act of 1934, as amended, and the FCC’s rules, regulations, and policies. Waste Management Holdings, Inc. has identified the following trade publications to which it intends to submit an article for publication: 1. Waste Age (published monthly) 2. Environmental Industries Associations Executive Brief (published monthly) In addition, Waste Management Holdings, Inc. anticipates making efforts to educate other entities in the waste industry concerning the obligations of FCC licensees to comply with the Communications Act of 1934, as amended, and the FCC’s rules, regulations, and policies through speaking engagements. Waste Management Holdings, Inc. has identified the following events scheduled in 2001 in which it is committed to engaging in educational outreach efforts: 1. WasteExpo (held April 2001) 2. Solid Waste Association of North America (SWANA) Conference (scheduled for Fall 2001) 5