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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                               )                               
                                                               
                               )                               
                                   File No. EB-08-IH-1372      
     In the Matter of          )                               
                                   NAL/Acct. No. 201032080017  
     Comtel Telcom Assets LP   )                               
                                   FRN No. 0013838701          
                               )                               
                                                               
                               )                               


                                 CONSENT DECREE

    1. The Enforcement Bureau of the Federal Communications Commission and
       Comtel Telcom Assets LP ("Comtel"), by their authorized
       representatives, hereby enter into this Consent Decree for the purpose
       of resolving the Enforcement Bureau's investigation of compliance by
       Comtel with Section 254(d) of the Communications Act of 1934, as
       amended (the "Act"),  and section 54.706 of the Commission's rules by
       willfully and repeatedly failing to contribute fully and timely to the
       Universal Service Fund (USF"). 

   I. DEFINITIONS

    2. For 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 Bureau adopting this
            Consent Decree without any modifications adverse to Comtel Telcom
            Assets LP.

         c. "Bureau" means the FCC's Enforcement Bureau.

         d. "Commission" or "FCC" means the Federal Communications
            Commission.

         e. "Compliance Plan" means the program described in this Consent
            Decree at Paragraph 8.

         f. "Comtel" or the "Company" means Comtel Telecom Assets LP and its
            predecessors-in-interest and successors-in-interest.

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

         h. "Investigation" means the Bureau's investigation commenced by the
            Bureau's letter of inquiry dated June 26, 2008 to Comtel into
            whether Comtel violated, among other requirements, Section 254(d)
            of the Communications Act of 1934, as amended (the "Act"),  and
            section 54.706 of the Commission's rules, by willfully or
            repeatedly failing to contribute fully and timely to the
            Universal Service Fund.

         i. "Parties" means the Bureau and Comtel.

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

   II. BACKGROUND

    3. Pursuant to Section 254(d) of the Act and section 54.706 of the
       Commission's rules, telecommunications carriers that provide
       interstate telecommunications services are required to contribute to
       the Universal Service Fund. Comtel has provided interstate,
       intrastate, and international telecommunications services within and
       throughout the United States since June 2006. In May 2008, USAC
       referred Comtel to the Enforcement Bureau ("Bureau") after the company
       accumulated a delinquent balance owed to the USF. The Bureau initiated
       the Investigation on June 26, 2008, by issuing a letter of inquiry to
       Comtel seeking information about Comtel's compliance with USF payment
       and other related regulatory obligations. The inquiry letter directed
       Comtel to provide documents and information and Comtel responded on
       July 28, 2008. In its response, Comtel submitted documents and
       information establishing that it failed to timely make full
       contributions to the USF. Comtel paid these USF contributions that
       were not timely made, in part before and in part after submission of
       its response. Comtel also entered into a Tolling Agreement with the
       Bureau as well as subsequent extensions in order to resolve the
       Investigation with a Consent Decree.

   III. TERMS OF AGREEMENT

    4. Adopting Order. The Parties agree that the provisions of this Consent
       Decree shall be subject to approval by the Bureau by incorporation of
       such provisions by reference in the Adopting Order, without change,
       addition, modification, or deletion.

    5. Jurisdiction. Comtel acknowledges that the Bureau has jurisdiction
       over the matters contained in this Consent Decree and 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 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.

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

    8. Compliance Plan. Comtel agrees that it will develop and implement a
       comprehensive Compliance Plan for the purpose of ensuring its
       compliance with Section 254(d) of the Act and section 54.706 of the
       Commission's rules. The Compliance Plan shall include, at a minimum,
       the following components:

         a. Compliance Officer. Within 60 calendar days of the Effective
            Date, Comtel will designate a Compliance Officer who will
            administer the Compliance Plan, supervise Comtel's compliance
            with the Commission's Rules, and serve as the point of contact on
            behalf of Comtel for all FCC-related compliance matters.

         b. Compliance Manual. Within 90 calendar days of the Effective Date,
            the Compliance Officer will develop and distribute a Compliance
            Manual to Comtel employees and others who engage in activities
            related to FCC regulation of Comtel. The Compliance Manual will,
            among other things, describe the rules and requirements as they
            apply to Comtel regarding the USF contribution requirements. The
            Compliance Manual shall require Comtel employees to report
            non-compliance with the terms and conditions of this Consent
            Decree, Section 254(d) of the Act and section 54.706 of the
            Commission's rules to the Compliance Officer and senior executive
            management. The Compliance Manual will encourage personnel to
            contact Comtel's Compliance Officer or internal regulatory legal
            counsel with any questions or concerns that arise with respect to
            Comtel's FCC compliance. The Compliance Manual will be updated
            from time to time as needed.

         c. Compliance Training Program. Within 90 calendar days of the
            Effective Date, Comtel will begin administering a Compliance
            Training Program for Comtel employees and others who engage in
            activities related to FCC regulation of Comtel. This Compliance
            Training Program will be presented to new employees who are
            engaged in such activities, within the first 60 calendar days of
            employment or as soon as practicable. This Compliance Training
            Program will track the Compliance Manual, focusing on proper
            implementation of the Compliance Manual and tailored to specific
            user groups.

         d. Review and Monitoring. Comtel will review the Compliance Manual
            and Compliance Training Program annually to ensure that they are
            maintained in a proper manner and continue to address the
            objectives set forth therein.

         e. Compliance Reports. Comtel will submit a Compliance Report to the
            Commission 90 days after the Effective Date and annually
            thereafter on the anniversary of the Effective Date until the
            Termination Date. Each Compliance Report will include a
            certification by the Compliance Officer stating that he has
            personal knowledge that Comtel has established operating
            procedures intended to ensure compliance with the terms and
            conditions of this Consent Decree and with Section 254(d) of the
            Act and section 54.706 of the Commission's rules, has been
            utilizing those procedures at all times since the previous
            Compliance Report was submitted, and is not aware of any
            instances of non-compliance. If the Compliance Officer is not
            able to so certify, he shall explain fully the reason(s)
            therefore. All Compliance Reports shall be directed to the Chief,
            Investigations & Hearings Division, Enforcement Bureau, Federal
            Communications Commission, 445 12th Street, S.W., Washington,
            D.C. 20554.

         f. Self-Disclosure. Comtel will report any occurrences of
            non-compliance with the terms and conditions of this Consent
            Decree and with Section 254(d) of the Act and section 54.706 of
            the Commission's rules within one month after Comtel's Compliance
            Officer or senior executive management becomes aware of the
            matter (whether from a report from an employee or otherwise) to
            the Chief, Investigations & Hearings Division, Enforcement
            Bureau, Federal Communications Commission, 445 12th Street, S.W.,
            Washington, D.C. 20554, provided that this report shall not be
            required if Comtel cures the violation before the report is due.

         g. Termination Date. The requirements relating to the Compliance
            Plan shall expire 36 months after the Effective Date.

    9. Voluntary Contribution. Comtel agrees that it will make a voluntary
       contribution to the United States Treasury in the total amount of
       $25,000. The payment shall be made within 30 days after the Effective
       Date of the Adopting Order. The payment shall 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 the 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. Comtel will also send
       electronic notification to Trent Harkrader at Trent.Harkrader@fcc.gov
       within forty-eight (48) hours of the date said payment is made.

   10. Waivers. Comtel agrees to waive 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 Consent Decree is adopted without
       change, addition, modification or deletion. Comtel 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 Comtel nor the Commission shall
       contest the validity of the Consent decree or the Adopting Order, and
       Comtel shall waive any statutory right to a trial de novo. Comtel
       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. 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 the Consent Decree to which Comtel does not expressly
       consent) that provision shall be superseded by such Commission rule or
       Order.

   12. Successors and Assigns. Comtel agrees that the terms and conditions of
       this Consent Decree shall be binding on its successors, assigns, and
       transferees.

   13. 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 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 and shall
       not be construed as an admission by Comtel.

   14. Modifications. This Consent Decree may not be modified without the
       advance written consent of both Parties.

   15. Paragraph Headings. The headings to 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.

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

   17. 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.

   By: _____________________________________ By:
   _______________________________

   P. Michele Ellison Name

   Chief, Enforcement Bureau Title

   Federal Communications Commission Comtel Telcom Assets LP

   Date: ___________________________________ Date:
   _____________________________

   47 U.S.C. S: 254(d); 47 C.F.R. S: 54.706.

   See Letter from James H. Lister, Birch Horton Bittner and Cherot, to Irene
   Flannery, Assistant Chief, Investigations and Hearings Division,
   Enforcement Bureau, Federal Communications Commission, dated July 28,
   2008, at 4 ("LOI Response").

   Letter from Trent B. Harkrader, Deputy Chief, Investigations & Hearings
   Division, Enforcement Bureau, Federal Communications Commission, to James
   Cashiola, Chief Executive Officer, Comtel Telcom Assets LP, dated June 26,
   2008.

                  Federal Communications Commission DA 10-418

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                                       1

                                 Federal Communications Commission DA 04-3260

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