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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                        )                               
                                                                        
                                        )   File No. EB-08-IH-1237      
     In the Matter of                                                   
                                        )   NAL/Acct. No. 200932080033  
     Yukon-Waltz Communications, Inc.                                   
                                        )   FRN No. 0017501289          
                                                                        
                                        )                               


                                     ORDER

   Adopted: March 23, 2009 Released: March 23, 2009

   By the Enforcement Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau ("Bureau") and Yukon-Waltz
       Communications, Inc. ("Yukon-Waltz" or "the Company"). The Consent
       Decree terminates an investigation by the Bureau against Yukon-Waltz
       for possible violations of section 214 of the Communications Act of
       1934, as amended, and sections 63.18 and 64.1195 of the Commission's
       Rules, which require that an entity obtain an international 214
       authorization prior to providing international telecommunications
       service and register with the Universal Service Administrative
       Company.

    2. The Bureau and Yukon-Waltz 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 and terminating 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 Yukon-Waltz possesses the basic
       qualifications, including those related to character, to hold or
       obtain any Commission license or authorization including that required
       to be an authorized common carrier.

    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 Commission's 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 Thomas J. Moorman, Esq., Woods & Aitken LLP, Suite 200,
       2154 Wisconsin Avenue, NW, Washington, DC 20007.

   FEDERAL COMMUNICATIONS COMMISSION

   Kris Anne Monteith

   Chief, Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                        )                               
                                                                        
                                        )   File No. EB-08-IH-1237      
     In the Matter of                                                   
                                        )   NAL/Acct. No. 200932080033  
     Yukon-Waltz Communications, Inc.                                   
                                        )   FRN No. 0017501289          
                                                                        
                                        )                               


                                 CONSENT DECREE

    1. The Enforcement Bureau ("Bureau") and Yukon-Waltz Communications, Inc.
       ("Yukon-Waltz" or "the Company"), by their authorized representatives,
       hereby enter into this Consent Decree for the purpose of terminating
       the Enforcement Bureau's investigation into whether Yukon-Waltz
       violated section 214 of the Communications Act of 1934, as amended,
       and sections 63.18 and 64.1195 of the Commission's Rules, which,
       respectively, require that an entity obtain an international 214
       authorization prior to providing international telecommunications
       service and register with the Universal Service Administrative
       Company.

   I. DEFINITIONS

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

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

    d. "Compliance Plan" means the program described in this Consent Decree
       at paragraph 9.

    e. "Effective Date" means the date on which the Commission releases the
       Adopting Order.

    f. "Investigation" means the investigation commenced by the Bureau's July
       7, 2008 Letter of Inquiry regarding, among other issues, whether
       Yukon-Waltz violated sections 63.18 and 64.1195 of the Commission's
       Rules, which, respectively, require that an entity obtain an
       international 214 authorization prior to providing international
       telecommunications service and register with the Universal Service
       Administrative Company.

    g. "Yukon-Waltz" or the "Company" means Yukon-Waltz Communications, Inc.,
       a wholly-owned subsidiary of Yukon-Waltz Telephone Company, and its
       predecessors-in-interest and successors-in-interest.

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

    i. "Parties" means Yukon-Waltz and the Bureau.

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

   II. BACKGROUND

    3. Pursuant to section 214 of the Act and section 63.18 of the
       Commission's rules, common carriers must obtain an international 214
       authorization from the Commission prior to providing international
       telecommunications service. Moreover, pursuant to section 64.1195 of
       the Commission's rules, a telecommunications carrier that will provide
       interstate service must register with the Universal Service
       Administrative Company.

    4. On March 20, 2008, Yukon-Waltz disclosed to the Commission certain
       compliance matters related to its interstate and international long
       distance operations. On July 7, 2008, the Bureau issued a letter of
       inquiry ("LOI") to the Company. The July 7, 2008 LOI directed
       Yukon-Waltz, among other things, to submit a sworn written response to
       a series of questions relating to the Company's compliance with the
       Commission's rules. Yukon-Waltz responded to the July 8, 2008 LOI on
       July 21, 2008. On August 15, 2008, the Bureau issued a follow-up
       letter of inquiry to Yukon-Waltz. Yukon-Waltz responded to the August
       15, 2008 follow-up LOI on September 2, 2008.

   III. TERMS OF AGREEMENT

    5. 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.

    6. Jurisdiction. Yukon-Waltz 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.

    7. Effective Date: Violations. The Parties agree that this Consent Decree
       shall become effective on the date on which the FCC 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.

    8. 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, Yukon-Waltz 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 this Investigation through the Effective Date of the
       Consent Decree, or the existence of this Consent Decree, to institute,
       on its own motion, or recommend to the Commission any new proceeding,
       formal or informal, or take any action on its own motion against
       Yukon-Waltz 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 or in response to third-party submissions any
       proceeding, formal or informal, or take any action on its own motion
       against Yukon-Waltz with respect to Yukon-Waltz's basic
       qualifications, including its character qualifications, to be a
       Commission licensee or authorized common carrier or hold Commission
       authorizations.

    9. Compliance Plan. For purposes of settling the matters set forth
       herein,  Yukon-Waltz 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. Education Program. Yukon-Waltz, through its parent company, shall
        develop a Policy Statement that will be provided to and discussed
        with Company managers and other parties responsible for and involved
        in the Company's federal regulatory responsibilities with respect to
        its on-going compliance responsibility with respect to the rules and
        requirements applicable to Commission authorizations under section
        214 of the Act as implemented by section 63.18 of the Commission's
        Rules and the rules and requirements applicable to registration with
        the Universal Service Administrative Company under section 64.1195 of
        the Commission's Rules.

     b. Federal Regulatory Counsel. Yukon-Waltz will implement a policy of
        contacting federal regulatory counsel, as necessary, in the event
        that Yukon-Waltz is unclear with respect to the proper implementation
        of the Policy Statement identified in paragraph 9(a), above.

     c. Compliance Reports. Yukon-Waltz will file compliance reports with the
        Commission ninety days after the Effective Date, twelve months after
        the Effective Date, and twenty-four months after the Effective Date.
        Each compliance report shall include a compliance certificate from an
        officer, as an agent of Yukon-Waltz, stating that the officer has
        personal knowledge that Yukon-Waltz has established operating
        procedures intended to ensure compliance with this Consent Decree and
        outlining within that statement the basis for the officer's
        compliance certification. All compliance reports shall be submitted
        to Division Chief, Investigations and Hearings Division, Enforcement
        Bureau, Federal Communications Commission, 445 12th Street, S.W.,
        Washington, D.C. 20554.

     d. Termination Date. Unless stated otherwise,  the Compliance Plan
        requirements of this Consent Decree will expire twenty-four (24)
        months after the Effective Date.

   10. 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 Yukon-Waltz 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 Yukon-Waltz of the Act, the rules, or the
       Order.

   11. Voluntary Contribution. Yukon-Waltz agrees that it will make a
       voluntary contribution to the United States Treasury in the amount of
       $40,000 within ten (10) business 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 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 Federal Reserve Bank of
       New York, and account number 27000001. Yukon-Waltz will also send
       electronic notification within forty-eight (48) hours of the date said
       payment is made to irene.flannery@fcc.gov.

   12. Waivers. Yukon-Waltz 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 Commission
       issues an Order adopting the Consent Decree without change, addition,
       modification, or deletion. Yukon-Waltz shall retain the right to
       challenge Commission interpretation of the Consent Decree or any terms
       contained herein and may present evidence that it has not violated the
       Consent Decree. 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 Yukon-Waltz nor the Commission shall contest
       the validity of the Consent Decree or the Adopting Order, and
       Yukon-Waltz shall waive any statutory right to a trial de novo.
       Yukon-Waltz 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.

   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 Yukon-Waltz does not expressly
       consent) that provision will be superseded by such Commission rule or
       Order.

   14. Successors and Assigns. Yukon-Waltz agrees that the provisions of this
       Consent Decree shall be binding on its successors, assigns, and
       transferees.

   15. 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
       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 both 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
       other 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.


     ________________________________   
                                        
     Kris Anne Monteith                 
                                        
     Chief                              
                                        
     Enforcement Bureau                 
                                        
     ________________________________   
                                        
     Date                               
                                        
     ________________________________   
                                        
     James J. Kail                      
                                        
     President                          
                                        
     Yukon-Waltz Communications, Inc.   
                                        
     ________________________________   
                                        
     Date                               


   Yukon-Waltz Communications, Inc. is a wholly-owned subsidiary of
   Yukon-Waltz Telephone Company.

   47 U.S.C. S: 214.

   47 U.S.C. S:S: 63.18, 64.1195.

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

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

   47 U.S.C. S: 214.

   47 C.F.R. S:S: 63.18, 64.1195.

   See Letter from Trent B. Harkrader, Deputy Chief, Investigations and
   Hearings Division, Enforcement Bureau, Federal Communications Commission,
   to Thomas J. Moorman, Esq., Woods & Aitken LLP (dated July 7, 2008)("July
   7, 2008 LOI").

   47 C.F.R. S:S: 63.18, 64.1195. See also 47 U.S.C. S: 214.

   47 U.S.C. S: 214.

   47 C.F.R. S: 63.18.

   47 C.F.R. S: 64.1195.

   See  July 8, 2008 LOI.

   See Letter from Thomas J. Moorman, Esq., Woods & Aitken LLP, to Marlene H.
   Dortch, Secretary, Federal Communications Commission, dated July 21, 2008
   ("July 21, 2008 Response").

   See Letter from  Hillary S. DeNigro, Chief, Investigations and Hearings
   Division, Enforcement Bureau, Federal Communications Commission, to Thomas
   J. Moorman, Esq., Woods & Aitken LLP, dated August 15, 2008 ("August 15,
   2008 follow-up LOI").

   Letter from Thomas J. Moorman, Esq., Woods & Aitken LLP to Marlene H.
   Dortch, Secretary, Federal Communications Commission, dated September 2,
   2008 ("September 2, 2008 Response"); see also Letter from Thomas J.
   Moorman, Esq., Woods & Aitken LLP to Marlene H. Dortch, Secretary, Federal
   Communications Commission, dated September 9, 2008.

   Federal Communications Commission DA 09-639

   1

                                       1

   Federal Communications Commission DA 09-639