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Federal Communications Commission
Washington, D.C. 20554
) File No.: EB-10-IH-4016
In the Matter of
) Acct. No.: 201232080005
) FRN: 0008760928
The Enforcement Bureau of the Federal Communications Commission and
NobelTel, LLC, by their authorized representatives, hereby enter into this
Consent Decree for the purpose of terminating the Enforcement Bureau's
investigation into whether NobelTel, LLC violated section 214 of the
Communications Act of 1934, as amended, relating to transfers of control,
and sections 63.03, 63.04, 63.18, and 63.24 of the Commission's rules
("Rules"), relating to streamlined applications for transfer of control
and assignment of section 214 authorizations.
1. For the purposes of this Consent Decree, the following definitions
a. "Act" means the Communications Act of 1934, as amended, 47 U.S.C. S:
151 et seq.
b. "Adopting Order" or "Order" means an Order of the Bureau adopting the
terms of this Consent Decree without change, addition, deletion or
c. "Applicants" means NobelTel, LLC, and Aries Network, Inc.
d. "Aries" means Aries Network, Inc., and its predecessors-in-interest
e. "Bureau" means the Enforcement Bureau of the Federal Communications
f. "Commission" and "FCC" mean the Federal Communications Commission and
all of its bureaus and offices.
g. "Compliance Officer" means the individual designated in paragraph 12
of this Consent Decree as the person responsible for administration
of the Compliance Plan.
h. "Compliance Plan" means the plan described in this Consent Decree at
i. "Effective Date" means the date on which the Bureau, by delegated
authority, releases the Adopting Order.
j. "Investigation" means the investigation commenced by the Bureau's
November 29, 2010, letter of inquiry ("LOI") regarding whether
NobelTel may have violated section 214(a) of the Act, 47 U.S.C. S:
214, and sections 63.03, 63.04, 63.18, and 63.24 of the Rules, 47
C.F.R. S:S: 63.03, 63.04, 63.18, 63.24, by consummating a substantial
transfer of control of a section 214 blanket domestic and
international authorization prior to the end of the streamlined
pleading cycle established pursuant to the Applicants' filings.
k. "NobelTel" or the "Company" means NobelTel, LLC and its
predecessors-in-interest and successors-in-interest.
l. "Parties" means NobelTel, LLC and the Enforcement Bureau of the
Federal Communications Commission, each of which is a "Party."
m. "Rules" means the Commission's regulations found in Title 47 of the
Code of Federal Regulations.
n. "Special Temporary Authority" or "STA" means the special provisions
relating to temporary or emergency services under a section 214
authorization pursuant to section 63.25 of the Rules, 47 C.F.R. S:
o. "Telecommunications Service" or "Telecommunications" have the
meanings set forth in sections 3(43) and 3(46) of the Act, 47 U.S.C.
S:S: 153(43), 153(46), respectively.
2. Section 214 of the Act requires telecommunications carriers to obtain
a certificate of public convenience and necessity from the Commission
before constructing, acquiring, operating, or engaging in transmission
over lines of communications, or before discontinuing, reducing or
impairing service to a community. The Commission has granted all
carriers blanket operating authority under section 214 to provide
domestic interstate services, and to construct, acquire, or operate
any domestic transmission line. Part 63 of the Rules sets forth the
requirements for obtaining and transferring section 214
authorizations, and for discontinuing service.
3. In accordance with section 63.03 of the Rules, any domestic carrier
seeking to transfer an authorization to operate pursuant to section
214 of the Act must obtain prior approval from the Commission. The
application filing procedures are set forth in section 63.04 of the
Rules. Pursuant to section 63.03(a) of the Rules, an applicant,
unless otherwise notified, may transfer control of a domestic section
214 authorization on the 31st day after the date the Commission issues
a Public Notice listing the application for transfer of control as
accepted for filing as a streamlined application. Pursuant to section
63.24, a transfer of control of an international section 214
authorization requires application to and prior approval from the
Commission, with such application to include the contents set forth in
section 63.18 of the Rules. With regard to substantial transactions,
section 63.24(e) requires that the proposed transferee apply to the
Commission for approval prior to the consummation of the proposed
transfer of control. A carrier may also request an STA to provide
temporary or emergency services under an international section 214
authorization pursuant to section 63.25 of the Rules.
4. Aries was a non-dominant carrier that provided intrastate and
interstate telecommunications services on a resale basis. Aries held
section 214 authority to provide facilities-based and resold
international services. Until April 5, 2010, Aries was wholly-owned by
Ms. Kulait Khalaf. NobelTel is a non-dominant carrier that provides
intrastate interexchange, interstate, and international
telecommunications services, including prepaid and postpaid card
services, to residential and business end users in the United States
and other countries. NobelTel also holds section 214 authority to
provide facilities-based and resold international services.
5. On April 2, 2010, Applicants NobelTel and Aries filed a joint transfer
of control application, pursuant to sections 63.04 and 63.24 of the
Rules, requesting approval to transfer control of the domestic and
international section 214 authorizations held by Aries from Ms. Khalaf
to NobelTel. Concurrently, the Applicants filed an application for an
STA to consummate the proposed transfer of control pending grant of
permanent authority from the Wireline Competition Bureau ("WCB") and
the International Bureau ("IB"). The Applicants' STA request stated
that the parties expected to close the transaction on or about April
5, 2010, because of concerns about preserving assets and the continued
availability of suitable financing.
6. On April 9, 2010, the Applicants filed an amended STA notifying WCB
and IB that they had consummated the proposed transaction on April 5,
2010, before receiving the requisite approval from either WCB or IB.
WCB did not grant the STA authorizing NobelTel to assume control of
Aries's blanket domestic section 214 authorization until April 12,
2010, and did so subject to possible enforcement action. Similarly, IB
did not grant an STA permitting NobelTel to assume control of Aries's
international section 214 authorization until April 12, 2010, also
subject to possible subsequent enforcement action.
7. On November 29, 2010, the Bureau issued an LOI to NobelTel. The LOI
directed NobelTel, among other things, to submit a sworn, written
response to a series of questions relating to the transfer of control
of Aries to NobelTel. NobelTel responded to the LOI on December 17,
2010, and supplemented its response on February 3, 2011.
III. TERMS OF AGREEMENT
8. 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.
9. Jurisdiction. NobelTel 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.
10. 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
11. 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 the
Investigation, NobelTel 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 NobelTel 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 the 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 NobelTel with respect to NobelTel's
basic qualifications, including its character qualifications, to be a
Commission licensee or hold Commission authorizations.
12. Compliance Plan. NobelTel agrees that it will implement a
comprehensive Compliance Plan for purposes of ensuring its compliance
with the Act, the Rules, and the Commission's orders. The Compliance
Plan shall include, at a minimum, the following components:
a. Compliance Officer. NobelTel shall designate a Compliance Officer, as
defined in paragraph 1 of this Consent Decree, within thirty (30)
calendar days after the Effective Date. The Compliance Officer shall
administer the Compliance Plan, supervise NobelTel's compliance with
the Act, the Rules and the Commission's Orders, and serve as the point
of contact on behalf of NobelTel for all FCC-related compliance
b. Compliance Manual. Within sixty (60) calendar days after the Effective
Date, the Compliance Officer shall develop and distribute a Compliance
Manual to NobelTel employees and others who perform NobelTel's federal
regulatory reporting and compliance-related tasks, all of whom shall
follow the procedures detailed in the Compliance Manual. The
Compliance Manual will include at a minimum (i) an overview of the
Commission's requirements, including the need for prior approval for
license assignments and substantial transfers of control of section
214 authorizations; (ii) a description of the regulatory requirements
applicable to the accurate and timely reporting of information in FCC
applications; and (iii) instructions regarding due diligence for FCC
c. Compliance Training Program. Within ninety (90) calendar days after
the Effective Date, and annually thereafter, NobelTel shall implement
and conduct a training program for all employees who perform duties at
NobelTel that trigger or may trigger compliance-related
responsibilities. NobelTel shall ensure that training and compliance
materials are provided to new and reassigned employees who are
responsible for fulfilling those obligations within the first thirty
(30) calendar days of employment or reassignment.
d. Review and Monitoring. NobelTel shall review the Compliance Manual and
Compliance Training Program at least annually to ensure they are
maintained in a proper manner and continue to address NobelTel's
compliance with federal regulatory reporting obligations. NobelTel
shall update the Compliance Manual and Compliance Training Program in
the event of changes and/or additions to the relevant Rules and
related Commission orders.
e. Compliance Reports. NobelTel shall file compliance reports with the
Commission ninety (90) calendar days after the Effective Date, twelve
(12) months after the Effective Date, twenty-four (24) months after
the Effective Date, and upon expiration of this Compliance Plan, i.e.,
three (3) years after the Effective Date. Each compliance report shall
include a compliance certificate from the Compliance Officer, as an
agent of and on behalf of the Company, stating that the Compliance
Officer has personal knowledge that the Company: (i) has established
operating procedures intended to ensure compliance with the terms and
conditions of this Consent Decree and section 214 of the Act and
sections 63.03, 63.04, 63.18, and 63.24 of the Rules, together with
an accompanying statement explaining the basis for the Compliance
Officer's certification; (ii) has been utilizing those procedures
since the previous Compliance Report was submitted; and (iii) is not
aware of any instances of non-compliance. 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 the Company,
shall provide the Commission with a detailed explanation of: (i) any
instances of non-compliance with this Consent Decree and section 214
of the Act and sections 63.03, 63.04, 63.18, and 63.24 of the Rules;
and (ii) the steps that the Company has taken or will take to remedy
each instance of non-compliance and ensure future compliance, and the
schedule on which proposed remedial actions will be taken. All
compliance reports shall be submitted to the Chief, Investigations and
Hearings Division, Enforcement Bureau, Federal Communications
Commission, Room 4-C330, 445 12th Street, S.W., Washington, D.C.
20554, with a copy submitted electronically to Theresa Z. Cavanaugh at
firstname.lastname@example.org, and to Joy M. Ragsdale at
f. Reporting Non-Compliance. NobelTel shall report any non-compliance
with this Consent Decree, or section 214 of the Act, Part 63 of the
Rules, or related Commission orders to the Bureau within 30 calendar
days after the discovery of non-compliance.
g. Termination Date of Compliance Plan. The requirements relating to the
Compliance Plan shall expire three (3) years after the Effective Date,
unless stated otherwise.
13. 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 the Company 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 the Company of the Act, the Rules, or the
14. Voluntary Contribution. NobelTel agrees that it will make a voluntary
contribution to the United States Treasury in the total amount of
$13,000 (thirteen thousand dollars) within 30 days of the Effective
Date. The payment shall be made by check or similar instrument,
payable to the Order of the Federal Communications Commission. The
payment shall include the 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. Payments by wire transfer may be made to ABA
Number 021030004, receiving bank Federal Reserve Bank of New York, 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). NobelTel will also send an electronic mail notification to Joy
Ragsdale at Joy.Ragsdale@fcc.gov on the date said payment is made.
15. Waivers. NobelTel 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 Order adopting this Consent Decree, provided the Bureau issues
an Order adopting the Consent Decree without change, addition,
modification, or deletion. NobelTel 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 NobelTel nor the Commission shall contest the
validity of the Consent Decree or the Adopting Order, and NobelTel
shall waive any statutory right to a trial de novo. NobelTel 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.
16. Invalidity. In the event 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
17. 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 NobelTel does not expressly
consent) that provision will be superseded by such Commission rule or
18. Successors and Assigns. NobelTel agrees that the provisions of this
Consent Decree shall be binding on its successors, assigns, and
19. Modifications. This Consent Decree cannot be modified without the
written consent of both Parties.
20. 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 and
shall not be construed as (1) an adjudication on the merits, or (2) a
factual or legal finding or determination, or an admission by
NobelTel, regarding any compliance, or noncompliance with the
requirements of the Act or the Rules and/or the Commission's orders.
21. 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.
22. Counterparts. This Consent Decree may be signed in 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.
23. Authorized Representative. Each party represents and warrants to the
other that it has full power and authority to enter into this Consent
By: __________________________________ By: _______________________________
P. Michele Ellison Richard L. Mahfouz
Chief, Enforcement Bureau President
Federal Communications Commission NobelTel, LLC
Date: _________________________________ Date:
47 U.S.C. S: 214.
47 C.F.R. S:S: 63.03, 63.04, 63.18, 63.24.
Letter from Hillary S. DeNigro, Chief, Investigations and Hearings
Division, Enforcement Bureau, Federal Communications Commission to Joan M.
Griffin, Counsel to NobelTel, LLC (dated Nov. 29, 2010).
47 U.S.C. S: 214(a).
See Implementation of Section 402(b)(2)(A) of the Telecommunications Act
of 1996; Petition for Forbearance of the Independent Telephone &
Telecommunications Alliance, Report and Order and Second Memorandum
Opinion and Order, 14 FCC Rcd 11364 (1999); 47 C.F.R. S: 63.01.
47 C.F.R. S: 63.03.
47 C.F.R. S: 63.04.
47 C.F.R. S: 63.03(a).
47 C.F.R. S: 63.24.
47 C.F.R. S: 63.18.
47 C.F.R. S: 63.24(e).
47 C.F.R. S: 63.25.
See IB File No. ITC-214-20010409-00181, DA 01-1131 (rel. May 3, 2001).
See IB File No. ITC-214-20011021-00532, DA 01-2833 (rel. Dec. 6, 2001).
The original section 214 authorization was granted in the name of Nobel
Limited Company d/b/a NobelTel.
See WC Docket No. 10-85, File No. ITC-T/C-20100402-00148.
See WC Docket No. 10-85, File No. ITC-STA-20100402-00147.
Letter from Joan M. Griffin, Counsel for NobelTel, LLC, to Marlene H.
Dortch, Secretary, Federal Communications Commission, WC Docket No. 10-85,
(dated Apr. 9, 2010).
On April 12, 2010, William A. Dever, Chief, Policy Division, Wireline
Competition Bureau, granted the request by date-stamping the letter
request. NobelTel LOI Response No. 9, Schedule 9.
On April 12, 2010, James L. Ball, Chief, Policy Division, International
Bureau granted the request by date-stamping the letter request. See
NobelTel LOI Response No. 9 at Schedule 9.
Supra, note 3.
Letter from Joan M. Griffin, Counsel to NobelTel, LLC, to Marlene H.
Dortch, Secretary, Federal Communications Commission (dated Dec. 17,
Letter from Joan M. Griffin, Counsel to NobelTel, LLC, to Marlene H.
Dortch, Secretary, Federal Communications Commission (dated Feb. 3, 2011).
47 U.S.C. S: 214; 47 C.F.R. S:S: 63.03, 63.04, 63.18, 63.24.
47 C.F.R. S: 1.16.
Supra, note 24.
(continued from previous page)
Federal Communications Commission DA 11-1676
Federal Communications Commission DA 11-1676