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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                                )                            
                                                                             
                                                )                            
                                                                             
                                                )                            
                                                                             
     In the Matter of                           )                            
                                                                             
     Access 700, LLC                            )   File No.: EB-08-SE-712   
                                                                             
     and                                        )   Acct. No.: 200932100060  
                                                                             
     Chevron North America Exploration and      )   FRN No.: 0014650329      
     Production Company, a Division of                                       
     Chevron U.S.A. Inc., successor in          )   File No.: EB-08-SE-711   
     interest to Chevron Texaco Exploration                                  
     and Production Company                     )                            
                                                                             
                                                )                            
                                                                             
                                                )                            
                                                                             
                                                )                            


                                     ORDER

   Adopted: May 19, 2009 Released: May 21, 2009

   By the Chief, Spectrum Enforcement Division, Enforcement Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau ("Bureau"), Access 700, LLC ("Access
       700") and Chevron North America Exploration and Production Company, a
       Division of Chevron U.S.A. Inc., successor in interest to Chevron
       Texaco Exploration and Production Company ("Chevron"). The Consent
       Decree terminates an investigation by the Bureau against Access 700
       and Chevron for possible violation of Section 301 of the
       Communications Act of 1934, as amended ("Act") and Section 1.903(a) of
       the Federal Communications Commission's rules ("rules") by operating
       on frequencies not authorized by Access 700's license or a valid
       Special Temporary Authorization ("STA").

    2. The Bureau, Access 700, and Chevron have negotiated the terms of the
       Consent Decree that resolve this matter. A copy of the Consent Decree
       is attached hereto and incorporated by reference.

    3. After reviewing the terms of the Consent Decree and evaluating the
       facts before us, we find that the public interest would be served by
       adopting the Consent Decree, which terminates the investigation.

    4. In the absence of material new evidence relating to this matter, we
       conclude that our investigation raises no substantial or material
       questions of fact as to whether Access 700 or Chevron possesses the
       basic qualifications, including those related to character, to hold or
       obtain any Commission license or authorization.

    5. Accordingly, IT IS ORDERED that, pursuant to section 4(i) of the
       Communications Act of 1934, as amended, and sections 0.111 and 0.311
       of the Rules, the Consent Decree attached to this Order IS ADOPTED.

    6. IT IS FURTHER ORDERED that the above-captioned investigation IS
       TERMINATED.

    7. IT IS FURTHER ORDERED that a copy of this Order and Consent Decree
       shall be sent by first class mail and certified mail, return receipt
       requested, to Mr. Michael I. Gottdenker, Chairman and Chief Executive
       Officer, and Mr. Andrew J. Rein, Compliance Officer and Director,
       Strategy and Operations, Access 700, LLC, 2 Bethesda Metro Center,
       Bethesda, MD 20814-6319, and to counsel for Access 700, LLC, Charles
       W. Logan and Gunnar D. Halley, Esqs., Lawler, Metzger, Milkman &
       Keeney, LLC, 2001 K Street, NW, Suite 802, Washington DC 20006; and to
       James G. Larre, Assistant Secretary, Chevron U.S.A., Inc., 6001
       Bollinger Canyon Road, San Ramon, CA 94583, and to counsel for Chevron
       U.S.A., Inc., Jack Richards, Esq., Keller and Heckman LLP, 1001 G
       Street, N.W., Suite 500 West, Washington DC 20001.

   FEDERAL COMMUNICATIONS COMMISSION

   Kathryn S. Berthot

   Chief, Spectrum Enforcement Division

   Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                                )                            
                                                                             
                                                )                            
                                                                             
                                                )                            
                                                                             
     In the Matter of                           )                            
                                                                             
     Access 700, LLC                            )   File No.: EB-08-SE-712   
                                                                             
     and                                        )   Acct. No.: 200932100060  
                                                                             
     Chevron North America Exploration and      )   FRN No.: 0014650329      
     Production Company, a Division of                                       
     Chevron U.S.A. Inc., successor in          )   File No.: EB-08-SE-711   
     interest to Chevron Texaco Exploration                                  
     and Production Company                     )                            
                                                                             
                                                )                            
                                                                             
                                                )                            
                                                                             
                                                )                            


                                 CONSENT DECREE

   The Enforcement Bureau ("Bureau"), Access 700, LLC ("Access 700"), Chevron
   North America Exploration and Production Company, a Division of Chevron
   U.S.A. Inc., successor in interest to Chevron Texaco Exploration and
   Production Company ("Chevron"), by their authorized representatives,
   hereby enter into this Consent Decree for the purposes of terminating the
   Bureau's investigation into whether Access 700 and Chevron (collectively,
   the "Companies") violated Section 301 of the Communications Act of 1934,
   as amended ("Act") and Section 1.903(a) of the Federal Communications
   Commission's rules ("rules") by operating on frequencies not authorized by
   Access 700's license or a valid Special Temporary Authorization ("STA").

   I. DEFINITIONS

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

         a. "Access 700" means Access 700, LLC.

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

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

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

         e. "Chevron" means Chevron North America Exploration and Production
            Company, a Division of Chevron U.S.A. Inc., successor in interest
            to Chevron Texaco Exploration and Production Company.

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

     g. "Compliance Plan" means the program described in this Consent Decree
        at paragraph 8.

     h. "Companies" means Access 700 and Chevron, collectively.

     i. "Effective Date" means the date on which the Bureau releases the
        Adopting Order.

     j. "Investigation" means the investigation commenced by the Bureau upon
        receipt of a referral from the Wireless Telecommunications Bureau
        regarding the possible violation of Section 301 of the Act and
        Section 1.903(a) of the Commission's regulations by Access 700 and
        Chevron.

     k. "Parties" means Access 700, Chevron, and the Bureau.

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

   II. BACKGROUND

    2. Pursuant to Section 301 of the Act and Section 1.903(a) of the Rules,
       the use or operation of any apparatus for the transmission of energy
       or communications or signals by a wireless radio station is prohibited
       except under, and in accordance with, a Commission authorization.

    3. In a July 25, 2008 letter to Commission staff, counsel for Chevron
       described events regarding Chevron's operation on what had formerly
       been 700 MHz Guard Band frequencies in MEA027 and MEA031 from October
       23, 2007 to April 18, 2008. Chevron previously had entered into an
       agreement with Access 700, a 700 MHz Guard Band Manager, to lease the
       use of these frequencies in these and other MEAs from Access 700
       during the period in question. The Wireless Telecommunications Bureau
       subsequently referred the matter to the Enforcement Bureau for
       investigation.

   III. TERMS OF AGREEMENT

    4. 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
       without change, addition, modification, or deletion.

    5. Jurisdiction. The Companies agree that the Bureau has jurisdiction
       over them and the matters contained in this Consent Decree and has the
       authority to enter into and adopt this Consent Decree.

    6. Effective Date; Violations. The Parties agree that this Consent Decree
       shall become effective on the date on which the Bureau releases the
       Adopting Order. 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.

    7. 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 its
       investigation. In consideration for the termination of said
       investigation, the Companies agree 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 this 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 the Companies concerning the matters
       that were the subject of the investigation. The Bureau also agrees
       that it will not use the facts developed in this 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 the
       Companies with respect to their basic qualifications, including their
       character qualifications, to be a Commission licensee or to hold
       Commission licenses or authorizations.

    8. Compliance Plan/Access 700. For purposes of settling the matters set
       forth herein, Access 700 agrees to maintain a Compliance Plan related
       to future compliance with the Act, the Commission's rules, and the
       Commission's Orders. The Plan will include, at a minimum, the
       following components:

         a. Compliance Officer. Access 700 will designate an employee
            familiar with the Commission's rules, regulations and associated
            policies relating to spectrum leasing agreements ("Access 700
            Compliance Officer"). Access 700 has designated its Director of
            Strategy and Operations as its Access 700 Compliance Officer. The
            designated Access 700 Compliance Officer will also review the
            FCC's leasing regulations on a quarterly basis to stay abreast of
            any new requirements, and will review all spectrum leasing
            agreements before they are entered into by Access 700 and ensure
            that such agreements comply with FCC rules and policies.

         b. Training. Within ninety (90) days of the Effective Date, Access
            700 shall conduct training sessions for any Access 700 personnel
            engaged in spectrum leasing ("Covered Employees") to inform them
            about the FCC rules and policies regarding spectrum leasing
            agreements. In addition, all new Covered Employees of Access 700
            will undergo such training within sixty (60) days of the
            commencement of their employment. Access 700 will also provide
            refresher training for all Covered Employees on at least an
            annual basis. In addition, Access 700 will prepare and distribute
            a written compliance guide that sets forth company and Commission
            policies for spectrum leasing agreements. Access 700 will update
            the guide, as necessary.

         c. Compliance Reports. Access 700 shall file compliance reports with
            the Commission ninety (90) days after the Effective Date, twelve
            (12) months after the Effective Date, and twenty-four (24) months
            after the Effective Date. Each report shall include a compliance
            certificate from the Access 700 Compliance Officer, as an agent
            of Access 700, stating that the company has established operating
            procedures intended to ensure compliance with this Consent
            Decree, together with an accompanying statement explaining the
            basis for the compliance certification. All reports shall be
            submitted to Kathryn S. Berthot, Chief, Spectrum Enforcement
            Division, Enforcement Bureau, Federal Communications Commission,
            445 12th Street, S.W., Washington, D.C. 20554. All reports shall
            also be submitted electronically to Ricardo Durham at
            ricardo.durham@fcc.gov, and to Deborah Broderson at
            deborah.broderson@fcc.gov.

         d. Termination Date. Unless stated otherwise, the requirements of
            this Compliance Plan will expire twenty-four (24) months from the
            Effective Date or at such time as Access 700 ceases to be a
            Commission licensee, whichever occurs first.

    9. Compliance Plan/Chevron. For purposes of settling the matters set
       forth herein, Chevron agrees to maintain a Compliance Plan related to
       future compliance with the Act, the Commission's rules, and the
       Commission's Orders. The Plan will include, at a minimum, the
       following components:

         a. Compliance Officer. Chevron will designate an employee familiar
            with the Commission's rules, regulations and associated policies
            relating to spectrum leasing agreements under the Band Manager
            program ("Chevron Compliance Officer"). The Chevron Compliance
            Officer will review the FCC's leasing regulations on a quarterly
            basis to stay abreast of any new requirements and will review all
            spectrum leasing agreements under the Band Manager program before
            they are entered into by Chevron to ensure that such agreements
            comply with FCC rules and policies governing Band Manager leases.
            The Chevron Compliance Officer shall review the Commission's
            records on a quarterly basis to ensure that any Commission
            licensee entering into a spectrum lease agreement with Chevron
            under the Band Manager program is and continues to be duly
            authorized by the Commission for the frequencies and at the
            locations contained in the spectrum use agreement.

         b. Compliance Reports. Chevron shall file compliance reports with
            the Commission ninety (90) days after the Effective Date, twelve
            (12) months after the Effective Date, and twenty-four (24) months
            after the Effective Date. Each report shall include a compliance
            certificate from the Chevron Compliance Officer, as an agent of
            Chevron, stating that the company has established operating
            procedures intended to ensure compliance with this Consent
            Decree, together with an accompanying statement explaining the
            basis for the compliance certification. All reports shall be
            submitted to Kathryn S. Berthot, Chief, Spectrum Enforcement
            Division, Enforcement Bureau, Federal Communications Commission,
            445 12th Street, S.W., Washington, D.C. 20554. All reports shall
            also be submitted electronically to Ricardo Durham at
            ricardo.durham@fcc.gov, and to Deborah Broderson at
            deborah.broderson@fcc.gov.

         c. Termination Date. Unless stated otherwise, the requirements of
            this Compliance Plan will expire twenty-four (24) months from the
            Effective Date.

   10. Voluntary Contribution. Access 700 agrees that it will make a
       voluntary contribution on its behalf and on behalf of Chevron to the
       United States Treasury in the amount of sixteen thousand dollars
       ($16,000). The payment will be made within thirty (30) days after the
       Effective Date of the Adopting Order. The payment must be made by
       check or similar instrument, payable to the order of the Federal
       Communications Commission. The payment must include the Account Number
       and applicable FRN Number 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. Payment by wire transfer may be made to ABA Number 021030004,
       receiving bank TREAS/NYC, 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). Access 700 also will send electronic
       notification on the date said payment is made to
       Ricardo.Durham@fcc.gov and Deborah.Broderson@fcc.gov.

   11. Waivers. The Companies waive any and all rights they 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 Adopting Order, provided the Bureau issues the Adopting Order
       without change, addition, modification, or deletion. The Companies
       shall retain the right to challenge Commission interpretation of the
       Consent Decree or any terms contained herein. If any of the Parties
       (or the United States on behalf of the Commission) brings a judicial
       action to enforce the terms of the Adopting Order,

   neither the Parties nor the Commission shall contest the validity of the
   Consent Decree or the Adopting Order, and the Companies shall waive any
   statutory right to a trial de novo. The Companies hereby agree to waive
   any claims they 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.

   12. Invalidity. In the event that 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.

   13. 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 the Companies do not expressly
       consent) that provision will be superseded by such Commission rule or
       Order.

   14. Successors and Assigns. The Companies agree that the provisions of
       this Consent Decree shall be binding on their successors, assigns, and
       transferees.

   15. Final Settlement. The Parties agree that this Consent Decree is for
       settlement purposes only and that by agreeing to this Consent Decree,
       the Companies do not admit or deny noncompliance, violation, or
       liability for violating the Act, Commission's Rules or Orders in
       connection with the matters that are the subject of this Consent
       Decree. 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 either an
       adjudication on the merits or a factual or legal finding or
       determination regarding any compliance or noncompliance with the
       requirements of the Act or the Commission's rules and Orders.

   16. Modifications. This Consent Decree cannot be modified without the
       advance written consent of all Parties.

   17. 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.

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

   19. Counterparts. This Consent Decree may be signed in any number of
       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.

   _____________________________________ _____________________
   Kathryn S. Berthot Date

   Chief, Spectrum Enforcement Division

   Enforcement Bureau

   _____________________________________ _____________________

   Michael I. Gottdenker Date

   Chairman and Chief Executive Officer

   Access 700, LLC

   _____________________________________ _____________________

   Andrew J. Rein Date

   Compliance Officer and Director, Strategy

   & Operations

   Access 700, LLC

   ______________________________________ ______________________

   James G. Larre Date

   Assistant Secretary

   Chevron U.S.A. Inc.

   Chevron North America Exploration and Production Company,

   A Division of Chevron U.S.A. Inc.,

   Successor in interest to Chevron Texaco Exploration and Production Company

   47 U.S.C. S: 301.

   47 C.F.R. S: 1.903(a).

   47 U.S.C. S:S: 154(i).

   47 C.F.R. S:S: 0.111, 0.311.

   47 U.S.C. S: 301.

   47 C.F.R. S: 1.903(a).

   47 U.S.C. S: 301; 47 C.F.R. S: 1.903(a).

   Federal Communications Commission DA 09-1067

                                       2

   Federal Communications Commission DA 09-1067