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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                      )                               
                                                                      
                                      )   File No. EB-08-TC-5413      
     In the Matter of                                                 
                                      )   NAL/Acct. No. 200932170760  
     Southwest Communications, Inc.                                   
                                      )   FRN: 0005079967             
                                                                      
                                      )                               


                                     ORDER

   Adopted: July 12, 2011 Released: July 13, 2011

   By the 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 Southwest
       Communications, Inc. ("Southwest Communications" or "Company"). The
       Consent Decree terminates an investigation and Notice of Apparent
       Liability for Forfeiture ("NAL") by the Bureau against Southwest
       Communications for possible violation of section 222 of the
       Communications Act of 1934, as amended ("Communications Act" or
       "Act"), 47 U.S.C. S: 222, section 64.2009(e) of the Commission's
       rules, 47 C.F.R. S: 64.2009(e), and the Commission's EPIC CPNI Order,
       regarding Southwest Communications' apparent failure to timely file a
       compliant annual customer proprietary network information ("CPNI")
       certification pursuant to section 64.2009(e).

    2. The Bureau and Southwest Communications 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 Southwest Communications 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

   Richard A. Hindman, Chief

   Telecommunications Consumers Division

   Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                      )                               
                                                                      
                                      )   File No. EB-08-TC-5413      
     In the Matter of                                                 
                                      )   NAL/Acct. No. 200932170760  
     Southwest Communications, Inc.                                   
                                      )   FRN: 0005079967             
                                                                      
                                      )                               


                                 CONSENT DECREE

    1. The Enforcement Bureau  ("Bureau") and Southwest Communications, Inc.
       ("Southwest Communications" or the "Company"), by their authorized
       representatives, hereby enter into this Consent Decree for the purpose
       of cancelling the Notice of Apparent Liability for Forfeiture ("NAL")
       and terminating the Enforcement Bureau's investigation into Southwest
       Communications' 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, section 64.2009(e)
       of the Commission's rules, 47 C.F.R. S: 64.2009(e), and the
       Commission's EPIC CPNI Order.

   I. DEFINITIONS

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

    a. "Communications Act" or "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
       letter of inquiry regarding whether Southwest Communications violated
       the requirements of section 222 of the Communications Act and section
       64.2009(e) of the Commission's rules by failing to file a compliant
       customer proprietary network information ("CPNI") certification.

    h. "Southwest Communications" means Southwest Communications, Inc. and
       its predecessors-in-interest and successors-in-interest.

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

    j. "Parties" means Southwest Communications and the Bureau.

   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.

    4. In 2006, some companies, known as "data brokers," advertised the
       availability of records of wireless subscribers' incoming and outgoing
       telephone calls for a fee. Data brokers also advertised the
       availability of certain landline toll calls. On April 2, 2007, the
       Commission strengthened its privacy rules with the release of the EPIC
       CPNI Order,  which adopted additional safeguards to protect CPNI
       against unauthorized access and disclosure. The EPIC CPNI Order was
       directly responsive to the actions of databrokers, or pretexters, to
       obtain unauthorized access to CPNI. The EPIC CPNI Order  requires that
       all companies subject to the CPNI rules file annually, on or before
       March 1, a certification with the Commission pursuant to amended rule
       47 C.F.R. S: 64.2009(e). Additionally, companies must now provide,
       with their certification, "an explanation of any actions taken against
       data brokers and a summary of all customer complaints received in the
       past year concerning the unauthorized release of CPNI."

    5. The Bureau sent a Letter of Inquiry ("LOI") to Southwest
       Communications on September 5, 2008, asking it to provide copies and
       evidence of its timely filed CPNI compliance certificate for 2007,
       which was due by March 1, 2008, pursuant to section 64.2009(e) of the
       Commission's rules or an explanation as to why no certification was
       filed. Southwest Communications submitted a response to the LOI on
       September 15, 2008. The Bureau concluded that Southwest Communications
       failed to submit satisfactory evidence of its timely filing of the
       annual CPNI compliance certification. Accordingly, on February 24,
       2009, the Bureau released the Omnibus NAL against numerous companies,
       including Southwest Communications, proposing a monetary forfeiture of
       twenty thousand dollars ($20,000) for its apparent failure to comply
       with section 64.2009(e) of the Commission's rules, and the
       Commission's EPIC CPNI Order, and ordered the Company either to pay
       the proposed forfeiture or file a written response within thirty (30)
       days of the release date stating why the proposed forfeiture should be
       reduced or canceled. Southwest Communications submitted a response to
       the Omnibus NAL; subsequently, Southwest Communications and the Bureau
       entered into settlement discussions.

   III. TERMS OF AGREEMENT

    6. 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.

    7. Jurisdiction. Southwest Communications 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.

    8. 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.

    9. 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,
       Southwest Communications 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 Southwest Communications 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 Southwest Communications' basic qualifications,
       including its character qualifications, to be a Commission licensee or
       authorized common carrier or hold Commission authorizations.

   10. Compliance Plan. For purposes of settling the matters set forth herein
       and to help ensure compliance with the Commission's CPNI rules,
       Southwest Communications agrees to take all measures necessary to
       achieve full compliance with section 64.2009(e) of the Commission's
       rules. Southwest Communications agrees that within thirty (30) days
       its personnel will be trained as to when they are and are not
       authorized to use CPNI. Southwest Communications further agrees to
       have an express disciplinary process in place for the unauthorized use
       of CPNI within thirty (30) days. Additionally, Southwest
       Communications agrees to submit a copy of its annual section
       64.2009(e) compliance certificate, which it is required to file
       annually in EB Docket 06-36, for each of two (2) 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. Southwest
       Communications will also send an electronic copy of its certification
       to other Telecommunications Consumers Division staff as directed by
       the Division Chief. This Consent Decree will expire two (2) years
       after the Effective Date or upon the termination of the certification
       requirement set forth in section 64.2009(e) of the Commission's rules,
       47 C.F.R. S: 64.2009(e), whichever is earlier.

   11. 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 Southwest Communications 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 Southwest
       Communications of the Act, the rules, or the Adopting Order.

   12. Voluntary Contribution. Southwest Communications agrees that it will
       make a voluntary contribution to the United States Treasury in the
       amount of $3,600.00. The contribution will be made within thirty (30)
       calendar days after the Effective Date of the Adopting Order. 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 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). Southwest Communications will
       also send electronic notification on the date said payment is made to
       johnny.drake@fcc.gov.

   13. Waivers. Southwest Communications 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. Southwest Communications 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 Southwest
       Communications nor the Commission shall contest the validity of the
       Consent Decree or the Adopting Order, and Southwest Communications
       shall waive any statutory right to a trial de novo. Southwest
       Communications 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.

   14. 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.

   15. 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 Southwest Communications does
       not expressly consent) that provision will be superseded by such
       Commission rule or Order.

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

   17. 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.

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

   19. 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.

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

   21. 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.


     ________________________________         
                                              
     Richard A. Hindman, Chief                
                                              
     Telecommunications Consumers Division    
                                              
     Enforcement Bureau                       
                                              
     ________________________________         
                                              
     Date                                     
                                              
     ________________________________         
                                              
     Paul Kirby                               
                                              
     Operations Manager/Corporate Secretary   
                                              
     Southwest Communications, Inc.           
                                              
     ________________________________         
                                              
     Date                                     


   Implementation of the Telecommunications Act of 1996: Telecommunications
   Carriers' Use of Customer Proprietary Network Information and Other
   Customer Information; IP-Enabled Services, CC Docket No. 96-115; WC Docket
   No. 04-36, Report and Order and Further Notice of Proposed Rulemaking, 22
   FCC Rcd 6927, 6953 (2007) ("EPIC CPNI Order"); aff'd sub nom. Nat'l Cable
   & Telecom. Assoc. v. FCC, 555 F.3d 996 (D.C. Cir. 2009).

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

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

   Implementation of the Telecommunications Act of 1996: Telecommunications
   Carriers' Use of Customer Proprietary Network Information and Other
   Customer Information; IP-Enabled Services, CC Docket No. 96-115; WC Docket
   No. 04-36, Report and Order and Further Notice of Proposed Rulemaking, 22
   FCC Rcd 6927, 6953 (2007) ("EPIC CPNI Order"); aff'd sub nom. Nat'l Cable
   & Telecom. Assoc. v. FCC, 555 F.3d 996 (D.C. Cir. 2009).

   See Letter from Marcy Greene, Deputy Division Chief, Telecommunications
   Consumers Division, Enforcement Bureau, FCC, to Southwest Communications
   (Sept. 5, 2008).

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

   Section 222 of the Communications Act, 47 U.S.C S: 222, 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." Prior to the 1996 Act, the
   Commission had established CPNI requirements applicable to the enhanced
   services operations of AT&T, the Bell Operating Companies ("BOCs"), and
   GTE, and the customer premises equipment ("CPE") operations of AT&T and
   the BOCs, in the Computer II, Computer III, GTE Open Network Architecture
   ("ONA"), and BOC CPE Relief proceedings. See Implementation of the
   Telecommunications Act of 1996: Telecommunications Carriers' Use of
   Customer Proprietary Network Information and Other Customer Information
   and Implementation of Non-Accounting Safeguards of Sections 271 and 272 of
   the Communications Act of 1934, as amended, CC Docket Nos. 96-115 and
   96-149, Second Report and Order and Further Notice of Proposed Rulemaking,
   13 FCC Rcd 8061, 8068-70,  para. 7 (1998) ("CPNI Order") (describing the
   Commission's privacy protections for confidential customer information in
   place prior to the 1996 Act.)

   See CPNI Order. See also  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, CC Docket Nos. 96-115 and 96-149, Order on
   Reconsideration and Petitions for Forbearance, 14 FCC Rcd 14409 (1999); 
   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, CC
   Docket Nos. 96-115 and 96-149; 2000 Biennial Regulatory Review -- Review
   of Policies and Rules Concerning Unauthorized Changes of Consumers' Long
   Distance Carriers, CC Docket No. 00-257,  Third Report and Order and Third
   Further Notice of Proposed Rulemaking, 17 FCC Rcd 14860 (2002); EPIC CPNI
   Order.

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

   See id.

   EPIC CPNI Order, 22 FCC Rcd 6927. Specifically, pursuant to section
   64.2009(e): A telecommunications carrier must have an officer, as an agent
   of the carrier, sign and file with the Commission a compliance certificate
   on an annual basis. The officer must state in the certification that he or
   she 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
   certification explaining how its operating procedures ensure that it is or
   is not in compliance with the rules in this subpart. In addition, the
   carrier must include an explanation of any actions taken against data
   brokers and a summary of all customer complaints received in the past year
   concerning the unauthorized release of CPNI. This filing must be made
   annually with the Enforcement Bureau on or before March 1 in EB Docket No.
   06-36, for data pertaining to the previous calendar year. 47 C.F.R. S:
   64.2009(e).

   EPIC CPNI Order, 22 FCC Rcd at 6928.

   Id. at 6953; 47 C.F.R. S: 64.2009(e).

   EPIC CPNI Order, 22 FCC Rcd at 6953.

   See note 2, supra.

   See email from Leon Nowalsky to Robert Somers (Sept. 15, 2008).

   Annual CPNI Certification, Omnibus Notice of Apparent Liability for
   Forfeiture, 24 FCC Rcd 2299 (Enf. Bur. 2009) ("Omnibus NAL").

   Id.

   Federal Communications Commission DA 11-1115

   6

   Federal Communications Commission DA 11-1115