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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                        )                            
                                                     
                        )                            
                                                     
                        )   File No.: EB-10-IH-4016  
     In the Matter of                                
                        )   Acct. No.: 201232080005  
     NobelTel, LLC                                   
                        )   FRN: 0008760928          
                                                     
                        )                            
                                                     
                        )                            


                                 CONSENT DECREE

   The Enforcement Bureau of the Federal Communications Commission and
   NobelTel, LLC, by their authorized representatives, hereby enter into this
   Consent Decree for the purpose of terminating the Enforcement Bureau's
   investigation into whether NobelTel, LLC violated section 214 of the
   Communications Act of 1934, as amended, relating to transfers of control,
   and sections 63.03, 63.04, 63.18, and 63.24 of the Commission's rules
   ("Rules"), relating to streamlined applications for transfer of control
   and assignment of section 214 authorizations.

   I. DEFINITIONS

    1. For the purposes of this Consent Decree, the following definitions
       shall apply:

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

     b. "Adopting Order" or "Order" means an Order of the Bureau adopting the
        terms of this Consent Decree without change, addition, deletion or
        modification.

     c. "Applicants" means NobelTel, LLC, and Aries Network, Inc.

     d. "Aries" means Aries Network, Inc., and its predecessors-in-interest
        and successors-in-interest.

     e. "Bureau" means the Enforcement Bureau of the Federal Communications
        Commission.

     f. "Commission" and "FCC" mean the Federal Communications Commission and
        all of its bureaus and offices.

     g. "Compliance Officer" means the individual designated in paragraph 12
        of this Consent Decree as the person responsible for administration
        of the Compliance Plan.

     h. "Compliance Plan" means the plan described in this Consent Decree at
        paragraph 12.

     i. "Effective Date" means the date on which the Bureau, by delegated
        authority, releases the Adopting Order.

     j. "Investigation" means the investigation commenced by the Bureau's
        November 29, 2010, letter of inquiry ("LOI") regarding whether
        NobelTel may have violated section 214(a) of the Act, 47 U.S.C. S:
        214, and sections 63.03, 63.04, 63.18, and 63.24 of the Rules, 47
        C.F.R. S:S: 63.03, 63.04, 63.18, 63.24, by consummating a substantial
        transfer of control of a section 214 blanket domestic and
        international authorization prior to the end of the streamlined
        pleading cycle established pursuant to the Applicants' filings.

     k. "NobelTel" or the "Company" means NobelTel, LLC and its
        predecessors-in-interest and successors-in-interest.

     l. "Parties" means NobelTel, LLC and the Enforcement Bureau of the
        Federal Communications Commission, each of which is a "Party."

     m. "Rules" means the Commission's regulations found in Title 47 of the
        Code of Federal Regulations.

     n. "Special Temporary Authority" or "STA" means the special provisions
        relating to temporary or emergency services under a section 214
        authorization pursuant to section 63.25 of the Rules, 47 C.F.R. S:
        63.25.

     o. "Telecommunications Service" or "Telecommunications" have the
        meanings set forth in sections 3(43) and 3(46) of the Act, 47 U.S.C.
        S:S: 153(43), 153(46), respectively.

   II. BACKGROUND

    2. Section 214 of the Act requires telecommunications carriers to obtain
       a certificate of public convenience and necessity from the Commission
       before constructing, acquiring, operating, or engaging in transmission
       over lines of communications, or before discontinuing, reducing or
       impairing service to a community. The Commission has granted all
       carriers blanket operating authority under section 214 to provide
       domestic interstate services, and to construct, acquire, or operate
       any domestic transmission line. Part 63 of the Rules sets forth the
       requirements for obtaining and transferring section 214
       authorizations, and for discontinuing service.

    3. In accordance with section 63.03 of the Rules, any domestic carrier
       seeking to transfer an authorization to operate pursuant to section
       214 of the Act must obtain prior approval from the Commission. The
       application filing procedures are set forth in section 63.04 of the
       Rules.  Pursuant to section 63.03(a) of the Rules, an applicant,
       unless otherwise notified, may transfer control of a domestic section
       214 authorization on the 31st day after the date the Commission issues
       a Public Notice listing the application for transfer of control as
       accepted for filing as a streamlined application.  Pursuant to section
       63.24, a transfer of control of an international section 214
       authorization requires application to and prior approval from the
       Commission, with such application to include the contents set forth in
       section 63.18 of the Rules. With regard to substantial transactions,
       section 63.24(e) requires that the proposed transferee apply to the
       Commission for approval prior to the consummation of the proposed
       transfer of control. A carrier may also request an STA to provide
       temporary or emergency services under an international section 214
       authorization pursuant to section 63.25 of the Rules.

    4. Aries was a non-dominant carrier that provided intrastate and
       interstate telecommunications services on a resale basis. Aries held
       section 214 authority to provide facilities-based and resold
       international services. Until April 5, 2010, Aries was wholly-owned by
       Ms. Kulait Khalaf. NobelTel is a non-dominant carrier that provides
       intrastate interexchange, interstate, and international
       telecommunications services, including prepaid and postpaid card
       services, to residential and business end users in the United States
       and other countries. NobelTel also holds section 214 authority to
       provide facilities-based and resold international services.

    5. On April 2, 2010, Applicants NobelTel and Aries filed a joint transfer
       of control application, pursuant to sections 63.04 and 63.24 of the
       Rules, requesting approval to transfer control of the domestic and
       international section 214 authorizations held by Aries from Ms. Khalaf
       to NobelTel. Concurrently, the Applicants filed an application for an
       STA to consummate the proposed transfer of control pending grant of
       permanent authority from the Wireline Competition Bureau ("WCB") and
       the International Bureau ("IB"). The Applicants' STA request stated
       that the parties expected to close the transaction on or about April
       5, 2010, because of concerns about preserving assets and the continued
       availability of suitable financing.

    6. On April 9, 2010, the Applicants filed an amended STA notifying WCB
       and IB that they had consummated the proposed transaction on April 5,
       2010, before receiving the requisite approval from either WCB or IB.
       WCB did not grant the STA authorizing NobelTel to assume control of
       Aries's blanket domestic section 214 authorization until April 12,
       2010, and did so subject to possible enforcement action. Similarly, IB
       did not grant an STA permitting NobelTel to assume control of Aries's
       international section 214 authorization until April 12, 2010, also
       subject to possible subsequent enforcement action.

    7. On November 29, 2010, the Bureau issued an LOI to NobelTel. The LOI
       directed NobelTel, among other things, to submit a sworn, written
       response to a series of questions relating to the transfer of control
       of Aries to NobelTel. NobelTel responded to the LOI on December 17,
       2010, and supplemented its response on February 3, 2011.

   III. TERMS OF AGREEMENT

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

    9. Jurisdiction. NobelTel agrees that the Bureau has jurisdiction over it
       and the matters contained in this Consent Decree and has the authority
       to enter into and adopt this Consent Decree.

   10. Effective Date; Violations.  The Parties agree that this Consent
       Decree shall become effective on the Effective Date. Upon release, the
       Adopting Order and this Consent Decree shall have the same force and
       effect as any other order of the Bureau. Any violation of the Adopting
       Order or of the terms of this Consent Decree shall constitute a
       separate violation of a Bureau  order, entitling the Bureau  to
       exercise any rights and remedies attendant to the enforcement of a
       Commission order.

   11. Termination of Investigation.  In express reliance on the covenants
       and representations in this Consent Decree and to avoid further
       expenditure of public resources, the Bureau  agrees to terminate the
       Investigation. In consideration for the termination of the
       Investigation, NobelTel agrees to the terms, conditions, and
       procedures contained herein. The Bureau further agrees that in the
       absence of new material evidence, the Bureau will not use the facts
       developed in the Investigation through the Effective Date of the
       Consent Decree, or the existence of this Consent Decree, to institute,
       on its own motion, any new proceeding, formal or informal, or take any
       action on its own motion against NobelTel concerning the matters that
       were the subject of the Investigation. The Bureau also agrees that in
       the absence of new material evidence it will not use the facts
       developed in the Investigation through the Effective Date of this
       Consent Decree, or the existence of this Consent Decree, to institute
       on its own motion any proceeding, formal or informal, or take any
       action on its own motion against NobelTel with respect to NobelTel's
       basic qualifications, including its character qualifications, to be a
       Commission licensee or hold Commission authorizations.

   12. Compliance Plan. NobelTel agrees that it will implement a
       comprehensive Compliance Plan for purposes of ensuring its compliance
       with the Act, the Rules, and the Commission's orders. The Compliance
       Plan shall include, at a minimum, the following components:

    a. Compliance Officer. NobelTel shall designate a Compliance Officer, as
       defined in paragraph 1 of this Consent Decree, within thirty (30)
       calendar days after the Effective Date. The Compliance Officer shall
       administer the Compliance Plan, supervise NobelTel's compliance with
       the Act, the Rules and the Commission's Orders, and serve as the point
       of contact on behalf of NobelTel for all FCC-related compliance
       matters.

    b. Compliance Manual. Within sixty (60) calendar days after the Effective
       Date, the Compliance Officer shall develop and distribute a Compliance
       Manual to NobelTel employees and others who perform NobelTel's federal
       regulatory reporting and compliance-related tasks, all of whom shall
       follow the procedures detailed in the Compliance Manual. The
       Compliance Manual will include at a minimum (i) an overview of the
       Commission's requirements, including the need for prior approval for
       license assignments and substantial transfers of control of section
       214 authorizations; (ii) a description of the regulatory requirements
       applicable to the accurate and timely reporting of information in FCC
       applications; and (iii) instructions regarding due diligence for FCC
       applications.

    c. Compliance Training Program. Within ninety (90) calendar days after
       the Effective Date, and annually thereafter, NobelTel shall implement
       and conduct a training program for all employees who perform duties at
       NobelTel that trigger or may trigger compliance-related
       responsibilities. NobelTel shall ensure that training and compliance
       materials are provided to new and reassigned employees who are
       responsible for fulfilling those obligations within the first thirty
       (30) calendar days of employment or reassignment.

    d. Review and Monitoring. NobelTel shall review the Compliance Manual and
       Compliance Training Program at least annually to ensure they are
       maintained in a proper manner and continue to address NobelTel's
       compliance with federal regulatory reporting obligations. NobelTel
       shall update the Compliance Manual and Compliance Training Program in
       the event of changes and/or additions to the relevant Rules and
       related Commission orders.

    e. Compliance Reports. NobelTel shall file compliance reports with the
       Commission  ninety (90) calendar days after the Effective Date, twelve
       (12) months after the Effective Date, twenty-four (24) months after
       the Effective Date, and upon expiration of this Compliance Plan, i.e.,
       three (3) years after the Effective Date. Each compliance report shall
       include a compliance certificate from the Compliance Officer, as an
       agent of and on behalf of the Company, stating that the Compliance
       Officer has personal knowledge that the Company: (i) has established
       operating procedures intended to ensure compliance with the terms and
       conditions of this Consent Decree and section 214 of the Act and
       sections 63.03, 63.04, 63.18, and 63.24 of the Rules,  together with
       an accompanying statement explaining the basis for the Compliance
       Officer's certification; (ii) has been utilizing those procedures
       since the previous  Compliance Report was submitted; and (iii) is not
       aware of any instances of non-compliance. The certification must
       comply with section 1.16 of the Rules and be subscribed to as true
       under penalty of perjury in substantially the form set forth therein.
       If the Compliance Officer cannot provide the requisite certification,
       the Compliance Officer, as an agent of and on behalf of the Company,
       shall provide the Commission with a detailed explanation of: (i) any
       instances of non-compliance with this Consent Decree and section 214
       of the Act and sections 63.03, 63.04, 63.18, and 63.24 of the Rules;
       and (ii) the steps that the Company has taken or will take to remedy
       each instance of non-compliance and ensure future compliance, and the
       schedule on which proposed remedial actions will be taken. All
       compliance reports shall be submitted to the Chief, Investigations and
       Hearings Division, Enforcement Bureau, Federal Communications
       Commission, Room 4-C330, 445 12th Street, S.W., Washington, D.C.
       20554, with a copy submitted electronically to Theresa Z. Cavanaugh at
       terry.cavanaugh@fcc.gov, and to Joy M. Ragsdale at
       joy.ragsdale@fcc.gov.

    f. Reporting Non-Compliance. NobelTel shall report any non-compliance
       with this Consent Decree, or section 214 of the Act, Part 63 of the
       Rules, or related Commission orders to the Bureau within 30 calendar
       days after the discovery of non-compliance.

    g. Termination Date of Compliance Plan. The requirements relating to the
       Compliance Plan shall expire three (3) years after the Effective Date,
       unless stated otherwise.

   13. Section 208 Complaints: Subsequent Investigations. Nothing in this
       Consent Decree shall prevent the Commission or its delegated authority
       from adjudicating complaints filed pursuant to section 208 of the Act
       against the Company or its affiliates for alleged violations of the
       Act, or for any other type of alleged misconduct, regardless of when
       such misconduct took place. The Commission's adjudication of any such
       complaint will be based solely on the record developed in that
       proceeding. Except as expressly provided in this Consent Decree, this
       Consent Decree shall not prevent the Commission from investigating new
       evidence of noncompliance by the Company of the Act, the Rules, or the
       Order.

   14. Voluntary Contribution. NobelTel agrees that it will make a voluntary
       contribution to the United States Treasury in the total amount of
       $13,000 (thirteen thousand dollars) within 30 days of the Effective
       Date. The payment shall be made by check or similar instrument,
       payable to the Order of the Federal Communications Commission. The
       payment shall include the Account Number and FRN referenced in the
       caption to the Adopting Order. Payment by check or money Order may be
       mailed to Federal Communications Commission, P.O. Box 979088, St.
       Louis, MO 63197-9000. Payment by overnight mail may be sent to U.S.
       Bank - Government Lockbox #979088, SL-MO-C2-GL, 1005 Convention Plaza,
       St. Louis, MO 63101. Payments by wire transfer may be made to ABA
       Number 021030004, receiving bank Federal Reserve Bank of New York, and
       account number 27000001. For payment by credit card, an FCC Form 159
       (Remittance Advice) must be submitted. When completing the FCC Form
       159, enter the Account number in block number 23A (call sign/other
       ID), and enter the letters "FORF" in block number 24A (payment type
       code). NobelTel will also send an electronic mail notification to Joy
       Ragsdale at Joy.Ragsdale@fcc.gov on the date said payment is made.

   15. Waivers. NobelTel 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 Bureau issues
       an Order adopting the Consent Decree without change, addition,
       modification, or deletion. NobelTel shall retain the right to
       challenge Commission interpretation of the Consent Decree or any terms
       contained herein. If either Party (or the United States on behalf of
       the Commission) brings a judicial action to enforce the terms of the
       Adopting Order, neither NobelTel nor the Commission shall contest the
       validity of the Consent Decree or the Adopting Order, and NobelTel
       shall waive any statutory right to a trial de novo. NobelTel hereby
       agrees to waive any claims it 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.

   16. Invalidity. In the event this Consent Decree in its entirety 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. Subsequent Rule or Order. The Parties agree that if any provision of
       the Consent Decree conflicts with any subsequent rule or order adopted
       by the Commission (except an order specifically intended to revise the
       terms of this Consent Decree to which NobelTel does not expressly
       consent) that provision will be superseded by such Commission rule or
       order.

   18. Successors and Assigns. NobelTel agrees that the provisions of this
       Consent Decree shall be binding on its successors, assigns, and
       transferees.

   19. Modifications. This Consent Decree cannot be modified without the
       written consent of both Parties.

   20. Final Settlement. The Parties agree and acknowledge that this Consent
       Decree shall constitute a final settlement between the Parties. The
       Parties further agree that this Consent Decree does not constitute and
       shall not be construed as (1) an adjudication on the merits, or (2) a
       factual or legal finding or determination, or an admission by
       NobelTel,  regarding any compliance, or noncompliance with the
       requirements of the Act or the Rules and/or the Commission's orders.

   21. Paragraph Headings.  The headings of the paragraphs in this Consent
       Decree are inserted for convenience only and are not intended to
       affect the meaning or interpretation of this Consent Decree.

   22. Counterparts. This Consent Decree may be signed in counterparts
       (including by facsimile), each of which, when executed and delivered,
       shall be an original, and all of which counterparts together shall
       constitute one and the same fully executed instrument.

   23. Authorized Representative. Each party represents and warrants to the
       other that it has full power and authority to enter into this Consent
       Decree.

   By: __________________________________ By: _______________________________

   P. Michele Ellison Richard L. Mahfouz

   Chief, Enforcement Bureau President

   Federal Communications Commission NobelTel, LLC

   Date: _________________________________ Date:
   ______________________________

   47 U.S.C. S: 214.

   47 C.F.R. S:S: 63.03, 63.04, 63.18, 63.24.

   Letter from Hillary S. DeNigro, Chief, Investigations and Hearings
   Division, Enforcement Bureau, Federal Communications Commission to Joan M.
   Griffin, Counsel to NobelTel, LLC (dated Nov. 29, 2010).

   47 U.S.C. S: 214(a).

   See Implementation of Section 402(b)(2)(A) of the Telecommunications Act
   of 1996; Petition for Forbearance of the Independent Telephone &
   Telecommunications Alliance, Report and Order and Second Memorandum
   Opinion and Order, 14 FCC Rcd 11364 (1999); 47 C.F.R. S: 63.01.

   47 C.F.R. S: 63.03.

   47 C.F.R. S: 63.04.

   47 C.F.R. S: 63.03(a).

   47 C.F.R. S: 63.24.

   47 C.F.R. S: 63.18.

   47 C.F.R. S: 63.24(e).

   47 C.F.R. S: 63.25.

   See IB File No. ITC-214-20010409-00181, DA 01-1131 (rel. May 3, 2001).

   See IB File No. ITC-214-20011021-00532, DA 01-2833 (rel. Dec. 6, 2001).
   The original section 214 authorization was granted in the name of Nobel
   Limited Company d/b/a NobelTel.

   See WC Docket No. 10-85, File No. ITC-T/C-20100402-00148.

   See WC Docket No. 10-85, File No. ITC-STA-20100402-00147.

   Id.

   Letter from Joan M. Griffin, Counsel for NobelTel, LLC, to Marlene H.
   Dortch, Secretary, Federal Communications Commission, WC Docket No. 10-85,
   (dated Apr. 9, 2010).

   On April 12, 2010, William A. Dever, Chief, Policy Division, Wireline
   Competition Bureau, granted the request by date-stamping the letter
   request. NobelTel LOI Response No. 9, Schedule 9.

   On April 12, 2010, James L. Ball, Chief, Policy Division, International
   Bureau granted the request by date-stamping the letter request. See
   NobelTel LOI Response No. 9 at Schedule 9.

   Supra, note 3.

   Letter from Joan M. Griffin, Counsel to NobelTel, LLC, to Marlene H.
   Dortch, Secretary, Federal Communications Commission (dated Dec. 17,
   2010).

   Letter from Joan M. Griffin, Counsel to NobelTel, LLC, to Marlene H.
   Dortch, Secretary, Federal Communications Commission (dated Feb. 3, 2011).

   47 U.S.C. S: 214; 47 C.F.R. S:S: 63.03, 63.04, 63.18, 63.24.

   47 C.F.R. S: 1.16.

   Supra, note 24.

   (continued from previous page)

                                 Federal Communications Commission DA 11-1676

   3

                                 Federal Communications Commission DA 11-1676