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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                    )                           
                                                                
                                    )   File No. EB-09-SE-126   
     In the Matter of                                           
                                    )   Acct. No. 201032100033  
     Alpheus Communications, L.P.                               
                                    )   FRN No. 0005004361      
                                                                
                                    )                           


                                     ORDER

   Adopted: August 12, 2011 Released: August 12, 2011

   By the Chief, Enforcement Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau ("Bureau") and Alpheus Communications,
       L.P. ("Alpheus"). The Consent Decree terminates an investigation and
       cancels a Notice of Apparent Liability for Forfeiture ("NAL") issued
       by the Bureau against Alpheus for possible violations of Part 4 of the
       Commission's rules regarding the reporting of network outages.

    2. The Bureau and Alpheus have negotiated the terms of the Consent Decree
       that resolves 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, which terminates the investigation and
       cancels 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 Alpheus 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 issued
       by the Bureau against Alpheus on July 6, 2010 IS CANCELLED.

    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 Stephen W. Crawford, General Counsel and Senior Vice
       President, Alpheus Communications, L.P. 1301 Fannin St., 20th Floor,
       Houston, TX 77002 and Joshua Bobeck, Esq., counsel for Alpheus,
       Bingham McCutchen LLP, 2020 K Street NW, Washington, DC 20006-1806.

   FEDERAL COMMUNICATIONS COMMISSION

   P. Michele Ellison

   Chief, Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                  )                           
                                                              
                                  )   File No. EB-09-SE-126   
     In the Matter of                                         
                                  )   Acct. No. 201032100033  
     Alpheus Communications, LP                               
                                  )   FRN No. 0005004361      
                                                              
                                  )                           


                                 CONSENT DECREE

   The Enforcement Bureau ("Bureau") and Alpheus Communications, L.P.
   ("Alpheus" or the "Company"), by their authorized representatives, hereby
   enter into this Consent Decree for the purpose of terminating the Bureau's
   investigation into whether Alpheus violated Section 4.9(f) of the
   Commission's Rules by failing to file network outage reports by the
   compliance deadlines.

   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: 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. "Alpheus" means Alpheus Communications, L.P. and its subsidiaries,
       affiliates, predecessors-in-interest and successors-in-interest.

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

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

    f. "Compliance Plan" means the program described in this Consent Decree
       at paragraph 8.

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

    h. "Investigation" means the investigation commenced by the Bureau's
       September 10, 2009 Letter of Inquiry regarding whether Alpheus
       violated Section 4.9(f) of the Rules regarding the reporting of
       network outages.

    i. "NAL" means the Notice of Apparent Liability for Forfeiture issued by
       the Bureau against Alpheus Communications on July 6, 2010.

    j. "Parties" means Alpheus and the Bureau, and each a "Party."

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

   II. BACKGROUND

    8. Under Section 4.9(f) of the Rules, wireline service 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 on facilities that they own, operate, lease, or otherwise
       utilize, 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.

    9. On September 10, 2009, the Bureau issued a Letter of Inquiry ("LOI")
       to Alpheus. The LOI directed Alpheus, among other things, to submit a
       sworn written response to a series of questions relating to Alpheus's
       compliance with the Commission's network outage reporting rules.
       Alpheus responded to the LOI on October 9, 2009.  On July 6, 2010, the
       Bureau released the NAL  proposing that Alpheus be held liable for a
       monetary forfeiture of sixty thousand dollars ($60,000) under section
       503(b)(1)(B) of the Act, 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. Alpheus and the Bureau subsequently entered into
       settlement discussions.

   III. TERMS OF AGREEMENT

   10. 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.

   11. Jurisdiction. Alpheus 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.

   12. 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 Commission Order, entitling the Commission to
       exercise any rights and remedies attendant to the enforcement of a
       Commission Order.

   13. 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 the Investigation and cancellation of the NAL, Alpheus
       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 obtained 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 Alpheus
       concerning the matters that were the subject of the Investigation. The
       Bureau also agrees that, in the absence of new material evidence, 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 Alpheus with
       respect to Alpheus's basic qualifications, including its character
       qualifications, to be a Commission licensee or authorized common
       carrier or hold Commission authorizations.

   14. Compliance Plan. For purposes of settling the matters set forth
       herein, Alpheus agrees that it shall develop and implement within
       thirty (30) calendar days a Compliance Plan related to Alpheus's
       future compliance with the Act, the Rules, and the Commission's
       Orders. The Plan will include, at a minimum, the following components:

    a. Compliance Officer. Alpheus shall designate an officer of the Company
       to serve as the Compliance Officer for FCC outage reporting, oversee
       the Compliance Manual and Compliance Training, both of which are
       described below, and ensure compliance with the outage reporting
       requirements in the Rules.

    b. Compliance Manual. Alpheus shall develop an FCC outage reporting
       compliance manual addressing FCC network outage reporting
       requirements, as detailed below, and distribute to all employees who
       are responsible for analyzing technical information regarding
       Alpheus's network outages, entering information into any Alpheus
       database(s) and/or record(s) that form the basis of Alpheus's
       reporting of network outages to the Commission, and compiling and/or
       submitting Alpheus's outage reports to the Commission.

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

   ii. Alpheus shall update and enhance the foregoing Compliance Manual as
   appropriate and necessary to ensure that it remains current at all times
   on all the FCC's outage reporting requirements.

    c. Compliance Training Program. Alpheus shall establish and implement an
       FCC outage reporting training program addressing FCC network outage
       reporting requirements, as detailed below, for all employees who are
       responsible for analyzing technical information regarding Alpheus's
       network outages, entering information into any Alpheus database(s)
       and/or record(s) that form the basis of Alpheus's reporting of network
       outages to the Commission, and compiling and/or submitting Alpheus's
       outage reports to the Commission. Alpheus's Training Program shall
       cover the topics outlined in the Compliance Manual set forth in
       section (b) above.

   i. Alpheus shall provide the foregoing outage reporting training within
   sixty (60) calendar days of the Effective Date and will update the
   training at least annually for employees who are responsible for analyzing
   technical information regarding Alpheus's network outages, entering
   information into any Alpheus database(s) and/or record(s) that form the
   basis of Alpheus's reporting of network outages to the Commission, and
   compiling and/or submitting Alpheus's outage reports to the Commission.
   Alpheus will also provide training to new employees responsible for these
   activities within thirty (30) days of such person beginning employment or
   assuming such responsibilities.

   ii. Alpheus shall update and enhance the foregoing training as appropriate
   and necessary to ensure that it remains current at all times on all the
   FCC's outage reporting requirements.

    d. Outage Reporting. Beginning sixty (60) days after the Effective Date
       and thereafter, Alpheus shall include in any NORS report filed with
       the Commission the date and time that Alpheus discovered the outage
       was reportable using the following two separate fields: (1) Date
       Outage Determined Reportable and (2) Local Time Outage Determined
       Reportable (24 hr clock (nnnn))

    e. Reporting Non-Compliance. Alpheus shall report any non-compliance with
       section 4.9 of the Rules to the Bureau within fifteen (15) calendar
       days after the discovery of such noncompliance. Such reports shall
       include a detailed explanation of (i) each instance of noncompliance;
       (ii) the steps that Alpheus has taken or will take to remedy such
       noncompliance, including the schedule on which proposed remedial
       actions will be taken; and (iii) the steps that Alpheus has taken or
       will take to prevent the recurrence of any such non-compliance,
       including the schedule on which such preventive action will be taken.
       All such reports of non-compliance shall be submitted to Chief,
       Spectrum Enforcement Division, Enforcement Bureau, Federal
       Communications Commission, 445 12th Street, S.W., Washington, D.C.
       20554, with a copy submitted electronically to Ricardo Durham at
       Ricardo.Durham@fcc.gov, and Linda Nagel at Linda.Nagel@fcc.gov.

    f. Compliance Reports. Alpheus will 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 compliance
       certificate from the Compliance Officer, as an agent and on behalf of
       Alpheus, stating that the Compliance Officer has personal knowledge
       that Alpheus has (i) established and implemented operating procedures
       intended to ensure compliance with this Consent Decree, the Act, the
       Rules and the Commission's Orders, together with an accompanying
       statement explaining the basis for the officer's compliance
       certification; (ii) has been utilizing those procedures since
       establishing and implementing the Compliance Plan; and (iii) is not
       aware of any instances of noncompliance, other than those set forth in
       paragraph 8(e) above. The certification shall be accompanied by a
       statement explaining the basis for the Compliance Officer's
       certification and 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 Alpheus, shall provide the Commission with a detailed
       explanation of: (i) any instances of noncompliance with this Consent
       Decree, the Act, or the Rules,  (ii) the steps that Alpheus has taken
       or will take to remedy each instance of noncompliance and ensure
       future compliance, and (iii) 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 Ricardo
       Durham at Ricardo.Durham@fcc.gov and Linda Nagel at
       Linda.Nagel@fcc.gov.

    g. Termination. Unless stated otherwise, the provisions of this paragraph
       shall remain in effect for twenty-four (24) months from the Effective
       Date.

   15. 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 Alpheus 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 Alpheus of the Act, the Rules, or
       Commission Orders.

   16. Voluntary Contribution. Alpheus agrees to make a voluntary
       contribution to the United States Treasury in the amount of Fifty-Five
       Thousand Dollars ($55,000) within thirty (30) calendar days after the
       Effective Date. 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 NAL/Account number in block number 23A (call sign/other ID), and
       enter the letters "FORF" in block number 24A (payment type code).
       Alpheus will also send electronic notification on the date said
       payment is made to Ricardo.Durham@fcc.gov and Linda.Nagel@fcc.gov.

   17. Waivers. Alpheus waives any and all rights it may have to seek
       administrative or judicial reconsideration, review, appeal or stay, or
       otherwise to 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. Alpheus 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
       Alpheus nor the Commission shall contest the validity of the Consent
       Decree or the Adopting Order, and Alpheus shall waive any statutory
       right to a trial de novo. Alpheus 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.

   18. Invalidity. 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.

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

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

   21. 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, Alpheus 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.

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

   23. 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.

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

   25. 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                                                                
                                                                             
         ________________________________                                    
                                                                             
         Stephen W. Crawford                                                 
                                                                             
         General Counsel and Senior Vice President, Mergers and              
         Acquisitions                                                        
                                                                             
         Alpheus Communications, L.P.                                        
                                                                             
         ________________________________                                    
                                                                             
         Date                                                                


       Alpheus Communications, L.P., Notice of Apparent Liability for
       Forfeiture, 25 FCC Rcd 8993 (Enf. Bur. 2010) ("NAL").

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

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

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

       47 C.F.R. S: 4.9(f).

       See Letter from Kathryn S. Berthot, Chief, Spectrum Enforcement
       Division, Enforcement Bureau, to Stephen W. Crawford, Esq., General
       Counsel and Senior Vice President, Alpheus Communications, LP
       (September 10, 2009) ("LOI").

       "User minutes" are defined as "assigned telephone number minutes ...
       for telephony and for those paging networks in which each individual
       user is assigned a telephone number" or "the mathematical result of
       multiplying the duration of an outage, expressed in minutes, by the
       number of end users potentially affected by the outage for all other
       forms of communication." 47 C.F.R. S: 4.7(e).

       "DS3 minutes" are defined as "the mathematical result of multiplying
       the duration of an outage, expressed in minutes, by the number of
       previously operating DS3 circuits that were affected by the outage."
       47 C.F.R. S: 4.7(d).

       "Special offices and facilities" include major military installations,
       key government facilities, nuclear power plants, and certain airports.
       47 C.F.R. S: 4.5(b)-(d).

       See 47 C.F.R. S: 4.5(e).

       See 47 C.F.R. S: 4.9(f).

       See LOI, supra n. 2.

       Letter from Joshua M. Bobeck, Esq., Counsel for Alpheus
       Communications, LP, to Linda M. Nagel, Esq., Spectrum Enforcement
       Division, Enforcement Bureau, Federal Communications Commission
       (October 9, 2009) ("LOI Response").

       Alpheus Communications, L.P., Notice of Apparent Liability for
       Forfeiture, 25 FCC Rcd 8993 (Enf. Bur. 2010).

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

       Federal Communications Commission DA 11-1362

                                       4

       Federal Communications Commission DA 11-1362