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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                              )                           
                                                          
                              )   File No. EB-09-SE-246   
     In the Matter of                                     
                              )   Acct. No. 201132100013  
     XO Communications, LLC                               
                              )   FRN No. 0014917959      
                                                          
                              )                           


                                     ORDER

   Adopted: December 9, 2010 Released: December 10, 2010

   By the Chief, Enforcement Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau ("Bureau") and XO Communications, LLC
       ("XO"). The Consent Decree terminates an investigation by the Bureau
       against XO for possible violations of Part 4 of the Commission's Rules
       ("Rules") regarding the reporting of network outages.

    2. The Bureau and XO 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 XO 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 Steve Nocella, Senior Vice President, Network Services,
       XO Communications, LLC, 13865 Sunrise Valley Drive, Herndon, Virginia
       20171, and to counsel for XO Communications, Todd D. Daubert, Esq.,
       SNR Denton US LLP, 1300 K Street, NW, Suite 600, East Tower,
       Washington, DC 20005-3364.

   FEDERAL COMMUNICATIONS COMMISSION

   P. Michele Ellison

   Chief, Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                              )                           
                                                          
                              )   File No. EB-09-SE-246   
     In the Matter of                                     
                              )   Acct. No. 201132100013  
     XO Communications, LLC                               
                              )   FRN No. 0014917959      
                                                          
                              )                           


                                 CONSENT DECREE

   The Enforcement Bureau (the "Bureau") and XO Communications, LLC ("XO"),
   by their respective authorized representatives, hereby enter into this
   Consent Decree for the purpose of terminating the Bureau's Investigation
   into XO's compliance with the Commission's regulations in 47 C.F.R. Part 4
   regarding the reporting of network outages.

   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:S:
   151  et seq.

   (b) "Adopting Order" means an order of the Bureau 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" or "FCC" means the Federal Communications Commission and
   all of its bureaus and offices.

   (e) "Compliance Plan" means the program described in this Consent Decree
   at Paragraph 9.

   (f) "Effective Date" means the date on which the Bureau releases the
   Adopting Order.

   (g) "Investigation" means the investigation initiated by the Bureau's May
   21, 2010 Letter of Inquiry regarding XO's compliance with the Commission's
   regulations in Part 4 of its Rules regarding the reporting of network
   outages.

   (h) "Parties" means XO and the Bureau, and each is a "Party".

   (i) "Rules" means the Commission's regulations set forth in Title 47 of
   the Code of Federal Regulations.

   (j) "XO" means XO Communications, LLC, its affiliates, its
   predecessors-in-interest and successors-in-interest.

   II. BACKGROUND

    2. Under Section 4.9(f) of the Rules, wireline communications providers
       must report to the Commission an outage of at least 30 minutes
       duration that: (1) potentially affects at least 900,000 user minutes
       of either telephony or paging; (2) affects at least 1,350 DS3 minutes;
       (3) potentially affects any special offices and facilities; or (4)
       potentially affects a 911 special facility. Upon discovery of such an
       outage, wireline service providers must file an electronic
       Notification within 120 minutes, an Initial Communications Outage
       Report within 72 hours, and a Final Communications Outage Report
       within 30 days.

    3. XO is a wireline communications provider as defined in the Rules and
       is subject to the network outage reporting regulations in Part 4 of
       the Rules.

    4. On May 21, 2010, the Bureau issued a Letter of Inquiry ("LOI")
       initiating an Investigation regarding XO's outage reporting procedures
       and XO's compliance with the Commission's outage reporting rules. On
       June 16, 2010, XO requested an extension for submitting a response to
       the LOI. The Bureau granted the extension on June 17, 2010. On July 9,
       2010, XO submitted a response to the LOI.

   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. XO agrees that the Bureau has jurisdiction over it and
       the matters contained in this Consent Decree and 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 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.

    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 the
       Investigation. In consideration for the termination of said
       Investigation, XO agrees to the terms, conditions, and procedures
       contained herein. The Bureau further agrees that, in the absence of
       new material evidence, it will not use the facts developed in this
       Investigation through the Effective Date, 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 XO
       concerning the matters that were the subject of the Investigation. The
       Bureau further agrees that in the absence of new material evidence it
       will not use the facts developed in the Investigation through the
       Effective Date, 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 XO with respect to XO's basic
       qualifications, including its character qualifications, to be a
       Commission licensee.

    9. Compliance Plan. For purposes of settling the matters set forth
       herein, XO agrees that it will develop, within thirty (30) calendar
       days from the Effective Date, an internal Compliance Plan to ensure
       XO's future compliance with the Commission's regulations in Part 4 of
       its Rules regarding the reporting of disruptions to communications.
       The Compliance Plan will include, at a minimum, the following
       components:

    a. Compliance Officer. Within thirty (30) calendar days after the
       Effective Date, XO shall designate a Compliance Officer who will be
       responsible for administering the Compliance Plan.

    b. Compliance Training Program. XO shall establish and maintain an FCC
       outage reporting training program, as detailed below, for all
       employees who are responsible for analyzing technical information
       regarding XO's network outages, entering information into any XO
       database(s) and/or record(s) that form the basis of XO's reporting of
       network outages to the Commission, and compiling and/or submitting
       XO's outage reports to the Commission.

   i. XO's Compliance Training Program shall address, at a minimum, the Rules
   governing the reporting of network outages, the information and
   calculations necessary to determine whether an outage is reportable under
   the Rules, and the time periods during which notifications and reports of
   reportable outages must be submitted to the FCC. XO's Compliance Training
   Program shall also address the methods and procedures adopted by XO to
   identify and report those network outages that satisfy the FCC's reporting
   criteria in order to ensure compliance with the outage reporting Rules.
   The training program shall also include information on the potential
   internal and regulatory consequences of failing to comply with XO's
   methods and procedures and/or the FCC's outage reporting requirements.

   ii. XO shall provide the foregoing outage reporting training to all of the
   employees identified above within two months of the Effective Date, and
   will update the training, and require retraining, at least annually. XO
   will also provide training to all new employees responsible for these
   activities within thirty (30) days of the start of their employment.

   iii. XO shall update and enhance the foregoing training regarding the
   FCC's outage reporting requirements as appropriate and necessary.

    c. Compliance Reports. XO 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 Compliance Report shall include a certification
       by the Compliance Officer, as an agent of and on behalf of XO, stating
       that the Compliance Officer has personal knowledge: (i) that XO has
       established operating procedures intended to ensure compliance with
       the terms and conditions of this Consent Decree and with Section
       4.9(f) of the Rules, together with an accompanying statement
       explaining the basis for the Compliance Officer's certification; (ii)
       that XO has been utilizing those procedures since the development of
       the Compliance Plan, and in any event no later than thirty (30) days
       after the Effective Date; and (iii) that XO is not aware of any
       instances of noncompliance. 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 XO, shall provide the
       Commission with a detailed explanation of: (i) any instances of
       noncompliance with this Consent Decree or the Rules, and (ii) the
       steps XO has taken or will take to remedy each instance of
       noncompliance and ensure future compliance, and the schedule on which
       proposed remedial actions will be taken. All compliance reports shall
       be submitted to the 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 JoAnn Lucanik at JoAnn.Lucanik@fcc.gov and Kevin M.
       Pittman at Kevin.Pittman@fcc.gov.

    d. Termination Date. Unless stated otherwise, the provisions of this
       Paragraph 9 of the Consent Decree will expire twenty-four months (24)
       from 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 XO 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 XO with the Act, the Rules, or Commission
       Orders.

   11. Voluntary Contribution. XO agrees that it will make a voluntary
       contribution to the United States Treasury, in the amount of
       sixty-eight thousand dollars ($68,000). The payment will be made
       within thirty (30) days after the Effective Date. 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 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). XO will also send electronic
       notification on the date said payment is made to JoAnn Lucanik at
       JoAnn.Lucanik@fcc.gov and to Kevin M. Pittman at
       Kevin.Pittman@fcc.gov.

   12. Waivers. XO 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 Bureau issues an Adopting Order
       adopting the Consent Decree without change, addition, modification, or
       deletion. XO 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
       XO nor the Commission shall contest the validity of the Consent Decree
       or the Adopting Order, and XO shall waive any statutory right to a
       trial de novo. XO, however, may present evidence that it has not
       violated the Consent Decree. In addition, nothing in this Consent
       Decree shall preclude XO from petitioning the Commission for relief as
       to future obligations under Part 4 of the Commission's Rules. XO
       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. Invalidity. In the event that this Consent Decree is rendered invalid
       by any court of competent jurisdiction, it shall become null and void
       and may not be used in any manner in any legal proceeding.

   14. 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 XO does not expressly consent),
       that provision will be superseded by such Commission Rule or Order.

   15. Successors and Assigns. XO agrees that the provisions of this Consent
       decree shall be binding on its successors, assigns, and transferees.

   16. 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. The
       Parties agree that this Consent Decree is for settlement purposes only
       and that by agreeing to this Consent Decree, XO does not admit or deny
       noncompliance, violation or liability for violating the Act or the
       Rules in connection with the matters that are the subject of this
       Consent Decree.

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

   18. 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.

   19. Authorized Representatives.   Each Party represents and warrants to
       the other that it has full power and authority to enter into this
       Consent Decree.

   20. 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.

   ____________________________

   P. Michele Ellison

   Chief

   Enforcement Bureau

   ____________________________

   Date

   ____________________________

   Steve Nocella

   Senior Vice President

   Network Services

   XO Communications, LLC

   ____________________________

   Date

   47 C.F.R. S: 4.1 et seq.

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

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

   Letter from Kathryn S. Berthot, Chief, Spectrum Enforcement Division,
   Enforcement Bureau, to Heather Burnett Gold, Senior Vice President,
   External Affairs, XO Communications (May 21, 2010) ("LOI").

   See LOI.

   E-mail from Todd D. Daubert, Esq., Sonnenschein Nath & Rosenthal, LLP to
   Kevin M. Pittman, Esq., Spectrum Enforcement Division, Enforcement Bureau
   (June 16, 2010).

   E-mail from Kevin M. Pittman, Esq., Spectrum Enforcement Division,
   Enforcement Bureau, to Todd D. Daubert, Esq., Sonnenschein Nath &
   Rosenthal, LLP (June 17, 2010).

   Letter from Todd D. Daubert, Esq., Sonnenschein Nath & Rosenthal, LLP, to
   Marlene H. Dortch, Federal Communications Commission, Kevin M. Pittman,
   Esq., Spectrum Enforcement Division, Enforcement Bureau (July 9, 2010).

   Under this provision, XO will not be required to provide outage reporting
   compliance training to employees other than those whose responsibilities
   include analyzing technical information regarding XO's network outages,
   entering information into XO's database(s) and/or record(s) that form the
   basis of XO's reporting of network outages to the Commission, and
   compiling and/or submitting XO's outage reports to the Commission.

   Federal Communications Commission DA 10-2303

   2

   Federal Communications Commission DA 10-2303