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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                             )                               
                                                 File Nos. EB-06-TC-4007,    
     In the Matter of                        )   EB-06-TC-4008,              
                                                 EB-06-TC-4067 and           
     RBJ Corporation and its subsidiaries,   )   EB-06-TC-4553               
     KLM Telephone Company, KLM Long                                         
     Distance Company, Holway Telephone      )   NAL/Acct. No. 200732170034  
     Company, and Holway Long Distance                                       
     Company                                 )   FRN: 0003772274             
                                                                             
                                             )                               


                                     ORDER

   Adopted: August 16, 2010 Released: August 16, 2010

   By the Acting Chief, Telecommunications Consumers Division, Enforcement
   Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau ("Bureau") of the Federal
       Communications Commission ("FCC" or "Commission") and KLM Telephone
       Company, KLM Long Distance, Holway Telephone Company, and Holway Long
       Distance Company, all operating subsidiaries of RBJ Corporation
       (collectively "KLM"). The Consent Decree terminates an investigation
       and Notice of Apparent Liability for Forfeiture ("NAL") by the Bureau
       against KLM for possible violation of section 222 of the
       Communications Act of 1934, as amended ("Communications Act" or
       "Act"), 47 U.S.C. S: 222, and section 64.2009(e) of the Commission's
       rules, 47 C.F.R. S: 64.2009(e), regarding KLM's apparent failure to
       file a compliant annual customer proprietary network information
       ("CPNI") certification pursuant to 64.2009(e).

    2. The Bureau and KLM 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, terminating the investigation and
       cancelling the NAL.

    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 KLM 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 sections 4(i) and 503(b)
       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 and the Notice of Apparent Liability for Forfeiture IS
       CANCELLED.

   FEDERAL COMMUNICATIONS COMMISSION

   Kurt A. Schroeder

   Acting Chief

   Telecommunications Consumers Division Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                             )                               
                                                 File Nos. EB-06-TC-4007,    
     In the Matter of                        )   EB-06-TC-4008,              
                                                 EB-06-TC-4067 and           
     RBJ Corporation and its subsidiaries,   )   EB-06-TC-4553               
     KLM Telephone Company, KLM Long                                         
     Distance Company, Holway Telephone      )   NAL/Acct. No. 200732170034  
     Company, and Holway Long Distance                                       
     Company                                 )   FRN: 0003772274             
                                                                             
                                             )                               


                                 CONSENT DECREE

    1. The Enforcement Bureau ("Bureau") and KLM Telephone Company, KLM Long
       Distance, Holway Telephone Company, and Holway Long Distance Company,
       all operating subsidiaries of RBJ Corporation (collectively "KLM" or
       the "Company"), by their authorized representatives, hereby enter into
       this Consent Decree for the purpose of terminating the Enforcement
       Bureau's investigation into KLM's possible noncompliance with the
       requirements of section 222 of the Communications Act of 1934, as
       amended ("Communications Act" or "Act"), 47 U.S.C. S: 222, and section
       64.2009(e) of the Commission's rules, 47 C.F.R. S: 64.2009(e).

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

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

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

    e. "Compliance Plan" means the program described in this Consent Decree
       at paragraph 10.

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

    g. "Investigation" means the investigation commenced by the Bureau's
       December 2006, letters of inquiry regarding whether KLM violated the
       requirements of section 222 of the Communications Act and section
       64.2009(e) of the Commission's rules by failing to maintain a
       compliant customer proprietary network information ("CPNI")
       certification.

    h. "KLM" means RBJ Corporation and its subsidiaries, KLM Telephone
       Company, KLM Long Distance Company, Holway Telephone Company, and
       Holway Long Distance Company, and their predecessors-in-interest and
       successors-in-interest.

    i. "NAL" means Notice of Apparent Liability for Forfeiture.

    j. "Parties" means KLM and the Bureau.

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

   II. BACKGROUND

   3. Section 222 imposes the general duty on all telecommunications carriers
   to protect the confidentiality of their subscribers' proprietary
   information. The Commission has issued rules implementing section 222 of
   the Act. The Commission required carriers to establish and maintain a
   system designed to ensure that carriers adequately protected their
   subscribers' CPNI. Section 64.2009(e) is one such requirement. Pursuant to
   section 64.2009(e):

   A telecommunications carrier must have an officer, as an agent of the
   carrier, sign a compliance certificate on an annual basis stating that the
   officer has personal knowledge that the company has established operating
   procedures that are adequate to ensure compliance with the rules in this
   subpart. The carrier must provide a statement accompanying the certificate
   explaining how its operating procedures ensure that it is or is not in
   compliance with the rules in this subpart.

   4. The Bureau has been investigating the adequacy of procedures
   implemented by telecommunications carriers to ensure confidentiality of
   their subscribers' CPNI, based on concerns regarding the apparent
   availability to third parties of sensitive, personal subscriber
   information. For example, some companies, known as "data brokers," have
   advertised the availability of records of wireless subscribers' incoming
   and outgoing telephone calls for a fee. Data brokers have also advertised
   the availability of call information that relates to certain landline toll
   calls.

    1. As part of its inquiry into these issues, the Bureau sent LOIs to KLM
       in December 2006, directing it to produce the compliance certificates
       for the previous five (5) years that it had prepared pursuant to
       section 64.2009(e) of the Commission's rules. On December 11, 2006,
       KLM submitted responses to the Bureau's LOIs. The Bureau concluded
       that the documents submitted by KLM did not satisfy the requirements
       set forth in the rule and that KLM had apparently failed to comply
       with the requirement that it have an officer certify on an annual
       basis that the officer has personal knowledge that KLM has established
       operating procedures adequate to ensure compliance with the
       Commission's CPNI rules. In addition, the Bureau concluded that KLM
       failed to provide any compliance certificates for the years preceding
       the most recent one, executed February 3, 2006. Accordingly, on March
       29, 2007, the Bureau released an NAL against KLM proposing a monetary
       forfeiture of $100,000 for its apparent failure to comply with section
       64.2009(e) of the Commission's rules, and ordered the Company either
       to pay the proposed forfeiture or file a written response within
       thirty (30) days of the NAL release date stating why the proposed
       forfeiture should be reduced or canceled. KLM filed its response to
       the NAL on April 24, 2007, and supplemented that response on October
       15, 2007.

   III. TERMS OF AGREEMENT

    3. 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.

    4. Jurisdiction. KLM 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.

    5. 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 Bureau Order.

    6. 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 and to cancel the NAL. In consideration for the
       termination of said investigation and cancellation of the NAL, KLM
       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, any new
       proceeding, formal or informal, or take any action on its own motion
       against KLM 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 KLM with respect to KLM's basic
       qualifications, including its character qualifications, to be a
       Commission licensee or authorized common carrier or hold Commission
       authorizations.

    7. Compliance Plan. For purposes of settling the matters set forth herein
       and to help ensure compliance with the Commission's CPNI rules, KLM
       agrees to take all measures necessary to achieve full compliance with
       Section 64.2009(e) of the Commission's rules. KLM agrees that, within
       thirty (30) days, its personnel will be trained as to when they are
       and are not authorized to use CPNI.  KLM further agrees to have an
       express disciplinary process in place for the unauthorized use of
       CPNI, within thirty (30) days. Additionally, KLM agrees to send a
       copy, either electronically or by regular mail, of its annual
       64.2009(e) compliance certificate for each of two years following the
       effective date of this Consent Decree to the Chief, Telecommunications
       Consumers Division, Enforcement Bureau, Federal Communications
       Commission, 445 12th Street, S.W. Room 4-C244, Washington, D.C.,
       20554, and must include the file number listed above. KLM will also
       send an electronic copy of its certification to other
       Telecommunications Consumers Division staff as directed by the Bureau
       Chief. This Consent Decree will expire two (2) years after the
       Effective Date or upon the termination of the certification
       requirement set forth in sections 64.2009(e) of the Commission's
       rules, 47 C.F.R. S: 64.2009(e), whichever is earlier.

    8. 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 KLM 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 KLM of the Act, the rules, or the Order.

    9. Voluntary Contribution. KLM  agrees that it will make a voluntary
       contribution to the United States Treasury in the amount of two
       thousand dollars ($2,000). The contribution will be made within thirty
       (30) calendar 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 NAL/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 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 NAL/Account number in block number 23A (call sign/other ID), and
       enter the letters "FORF" in block number 24A (payment type code). KLM
       will also send electronic notification on the date said payment is
       made to Johnny.Drake@fcc.gov.

   10. Waivers. KLM 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 Adopting Order, provided the Commission issues an Adopting
       Order adopting the Consent Decree without change, addition,
       modification, or deletion. KLM 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 KLM nor the Commission shall contest the
       validity of the Consent Decree or the Adopting Order, and KLM shall
       waive any statutory right to a trial de novo. KLM 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.

   11. Severability. The Parties agree that if any of the provisions of the
       Adopting Order or the Consent Decree shall be invalid or
       unenforceable, such invalidity or unenforceability shall not
       invalidate or render unenforceable the entire Adopting Order or
       Consent Decree, but rather the entire Adopting Order or Consent Decree
       shall be construed as if not containing the particular invalid or
       unenforceable provision or provisions, and the rights and obligations
       of the Parties shall be construed and enforced accordingly. 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.

   12. 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 KLM does not expressly consent)
       that provision will be superseded by such Commission rule or Order.

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

   14. 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.

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

   16. 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.

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

   18. 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.


     ________________________________        
                                             
     Kurt A. Schroeder                       
                                             
     Acting Chief                            
                                             
     Telecommunications Consumers Division   
                                             
     Enforcement Bureau                      
                                             
     ________________________________        
                                             
     Date                                    
                                             
     ________________________________        
                                             
     Shawn W. Hanson                         
                                             
     President and General Manager           
                                             
     RBJ Corporation and its subsidiaries,   
                                             
     KLM Telephone Company                   
                                             
     KLM Long Distance Company               
                                             
     Holway Telephone Company                
                                             
     Holway Long Distance Company            
                                             
     ________________________________        
                                             
     Date                                    


   47 U.S.C. S: 154(i), 503(b).

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

   Letter from Marcy Greene, Deputy Division Chief, Telecommunications
   Consumers Division, Enforcement Bureau, Federal Communications Commission,
   to Bruce Copsey, Corporate Secretary, KLM Telephone Company and Robert
   Jackson, Esq., Blooston, Mordkofsky, Dickens, Duffy and Prendergast, LLP
   (December 4, 2006); Letter from Marcy Greene, Deputy Division Chief,
   Telecommunications Consumers Division, Enforcement Bureau, Federal
   Communications Commission, to Bruce Copsey, Corporate Secretary, KLM Long
   Distance Company and Robert Jackson, Esq., Blooston, Mordkofsky, Dickens,
   Duffy and Prendergast, LLP (December 5, 2006); Letter from Marcy Greene,
   Deputy Division Chief, Telecommunications Consumers Division, Enforcement
   Bureau, Federal Communications Commission, to Bruce Copsey, Corporate
   Secretary, Holway Telephone Company and Robert Jackson, Esq., Blooston,
   Mordkofsky, Dickens, Duffy and Prendergast, LLP (December 8, 2006); and
   Letter from Marcy Greene, Deputy Division Chief, Telecommunications
   Consumers Division, Enforcement Bureau, Federal Communications Commission,
   to Bruce Copsey, Corporate Secretary, Holway Long Distance Company and
   Robert Jackson, Esq., Blooston, Mordkofsky, Dickens, Duffy and
   Prendergast, LLP (December 5, 2006) (collectively "December 2006 LOIs").

   47 C.F.R. 64.2009(e).

   Section 222 of the Communications Act provides that: "Every
   telecommunications carrier has a duty to protect the confidentiality of
   proprietary information of, and relating to, other telecommunications
   carriers, equipment manufacturers, and customers, including
   telecommunication carriers reselling telecommunications services provided
   by a telecommunications carrier." 47 U.S.C. S: 222.

   In the Matter of Implementation of the Telecommunications Act of 1996:
   Telecommunications Carriers' Use of Customer Proprietary Network
   Information and Other Customer Information and Implementation of the
   Non-Accounting Safeguards of Sections 271 and 272 of the Communications
   Act of 1934, as amended,  Order and Further Notice of Proposed Rulemaking,
   13 FCC Rcd 8061 (1998) ("CPNI Order"); see also  In the Matter of
   Implementation of the Telecommunications Act of 1996: Telecommunications
   Carriers' Use of Customer Proprietary Network Information and Other
   Customer Information and Implementation of the Non-Accounting Safeguards
   of Sections 271 and 272 of the Communications Act of 1934, as amended,
   Order on Reconsideration and Petitions for Forbearance, 14 FCC Rcd 14409
   (1999);  In the Matter of Implementation of the Telecommunications Act of
   1996: Telecommunications Carriers' Use of Customer Proprietary Network
   Information and Other Customer Information and Implementation of the
   Non-Accounting Safeguards of Sections 271 and 272 of the Communications
   Act of 1934, as amended; 2000 Biennial Regulatory Review -- Review of
   Policies and Rules Concerning Unauthorized Changes of Consumers' Long
   Distance Carriers,  Third Report and Order and Third Further Notice of
   Proposed Rulemaking, 17 FCC Rcd 14860 (2002).

   47 C.F.R. S: 64.2009(e). This rule has been amended since issuance of the
   NAL against KLM. The quoted rule is cited as it was at the time of the
   alleged violation.

   See, e.g. http://www.epic.org/privacy/iei/.

   See id.

   See note 1, supra.

   Letter from Gerard J. Duffy, Counsel to KLM Telephone Company, to Marcy
   Greene, Deputy Division Chief, Telecommunications Consumers Division,
   Enforcement Bureau, Federal Communications Commission (December 11, 2006);
   Letter from Gerard J. Duffy, Counsel to KLM Long Distance Company, to
   Marcy Greene, Deputy Division Chief, Telecommunications Consumers
   Division, Enforcement Bureau, Federal Communications Commission (December
   11, 2006); Letter from Gerard J. Duffy, Counsel to Holway Telephone
   Company, to Marcy Greene, Deputy Division Chief, Telecommunications
   Consumers Division, Enforcement Bureau, Federal Communications Commission
   (December 11, 2006); and Letter from Gerard J. Duffy, Counsel to Holway
   Long Distance Company, to Marcy Greene, Deputy Division Chief,
   Telecommunications Consumers Division, Enforcement Bureau, Federal
   Communications Commission (December 11, 2006 ) (collectively "December 11
   responses").

   In the Matter of RBJ Corporation and its subsidiaries, KLM Telephone
   Company, KLM Long Distance Company, Holway Telephone Company, and Holway
   Long Distance Company., Notice of Apparent Liability for Forfeiture, 22
   FCC Rcd. 5487 (Enf. Bur. rel. March 29, 2007) ("NAL").

   Id.

   Statement Seeking Cancellation of Proposed Forfeiture, filed by RBJ
   Corporation and its subsidiaries KLM Telephone Company, KLM Long Distance
   Company, Holway Telephone Company, and Holway Long Distance Company, April
   30, 2007.

   Supplement to Statement Seeking Cancellation of Proposed Forfeiture, filed
   by RBJ Corporation and its subsidiaries KLM Telephone Company, KLM Long
   Distance Company, Holway Telephone Company, and Holway Long Distance
   Company, October 15, 2007

   Federal Communications Commission DA 10-1524

   2

   Federal Communications Commission DA 10-1524