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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                      )                                
                                                                       
                                      )                                
                                           File No. EB-08-IH-1364      
     In the Matter of                 )                                
                                           NAL/Acct. No. 201132080025  
     ALLEGIANCE COMMUNICATIONS, LLC   )                                
                                           FRN 0010267862              
                                      )                                
                                                                       
                                      ))                               


                                     ORDER

   Adopted: April 14, 2011 Released: April 14, 2011

   By the Chief, Enforcement Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau ("Bureau") and Allegiance
       Communications, LLC ("Allegiance" or the "Company"). The Consent
       Decree terminates an investigation by the Bureau against Allegiance
       for possible violations of sections 1.1157, 52.17, 52.32, 54.706,
       54.711, 64.604, and 64.1195 of the Commission's rules, concerning the
       payment of annual regulatory fees; contributions to the Universal
       Service Fund ("USF") and Telecommunications Relay Services ("TRS")
       Fund; contributions to cost-recovery mechanisms for North American
       Numbering Plan ("NANP") and Local Number Portability ("LNP")
       administration; and the submission of information as set forth on the
       Telecommunications Reporting Worksheets (i.e., FCC Forms 499-A and
       499-Q).

    2. The Bureau and Allegiance have negotiated the terms of a Consent
       Decree that resolves this matter. A copy of the Consent Decree is
       attached hereto and incorporated herein 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 Allegiance 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 (the "Act"), 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.

    7. IT IS FURTHER ORDERED that a copy of this Order and Consent Decree
       shall be sent by certified mail, return receipt requested, to Mr.
       William Haggarty, Chief Executive Officer, Allegiance Communications,
       LLC, 1819 Airport Drive, Shawnee, Oklahoma, 74804.

   FEDERAL COMMUNICATIONS COMMISSION

   P. Michele Ellison

   Chief, Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                      )                                
                                                                       
                                      )                                
                                           File No. EB-08-IH-1364      
     In the Matter of                 )                                
                                           NAL/Acct. No. 201132080025  
     ALLEGIANCE COMMUNICATIONS, LLC   )                                
                                           FRN 0010267862              
                                      )                                
                                                                       
                                      ))                               


                                 CONSENT DECREE

    1. The Enforcement Bureau ("Bureau") and Allegiance Communications, LLC
       ("Allegiance" or the "Company"), by their authorized representatives,
       hereby enter into this Consent Decree for the purpose of terminating
       the Bureau's investigation into whether the Company violated sections
       1.1157, 52.17, 52.32, 54.706, 54.711, 64.604, and 64.1195 of the
       Commission's rules, concerning the payment of annual regulatory fees;
       contributions to the Universal Service Fund ("USF") and
       Telecommunications Relay Services ("TRS") Fund; contributions to
       cost-recovery mechanisms for North American Numbering Plan ("NANP")
       and Local Number Portability ("LNP") administration; and the
       submission of information as set forth on the Telecommunications
       Reporting Worksheets (i.e., FCC Forms 499-A and 499-Q).

   I. DEFINITIONS

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

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

    d. "Effective Date" means the date on which the Commission releases the
       Adopting Order.

    e. "Federal Regulatory Reporting and Contribution Compliance Plan" means
       the program described in this Consent Decree at paragraph 14.

    f. "Investigation" means the investigation commenced by the Bureau's July
       30, 2008 letter of inquiry regarding whether Allegiance violated
       sections 1.1157, 52.17, 52.32, 54.706, 54.711, 64.604, and 64.1195 of
       the Commission's rules, concerning the payment of annual regulatory
       fees; contributions to the federal USF and TRS Fund; contributions to
       cost-recovery mechanisms for NANP and LNP administration; and the
       submission of information as set forth on the Telecommunications
       Reporting Worksheets (i.e., FCC Forms 499-A and 499-Q).

    g. "Allegiance Communications, LLC" or "Allegiance" means Allegiance
       Communications, LLC, and its predecessors-in-interest and
       successors-in-interest.

    h. "Order" or "Adopting Order" means an Order of the Bureau adopting the
       terms of this Consent Decree without change, addition, deletion, or
       modification.

    i. "Parties" means Allegiance Communications, LLC, and the Bureau, and
       each is a "Party."

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

    k. "Interconnected VoIP service" has the meaning set forth at 47 C.F.R.
       S: 9.3.

   II. BACKGROUND

    3. Pursuant to section 254(d) of the Act and sections 54.706 and 54.711
       of the Rules, certain providers of interstate telecommunications,
       including companies providing interconnected VoIP service, are
       required to file annual and quarterly Telecommunications Reporting
       Worksheets (FCC Form 499-A and FCC Form 499-Q) and contribute to the
       federal USF.

    4. Pursuant to section 251(e) of the Act and sections 52.17 and 52.32 of
       the Rules, certain companies, including those providing interconnected
       VoIP service, are required to contribute to the costs of establishing
       numbering administration and local number portability.

    5. Pursuant to section 225(b)(1) of the Act and the Commission's 2007
       order extending disability access requirements to providers of
       interconnected Voice over Internet Protocol (VoIP) services,
       interconnected VoIP service providers are required to contribute to
       the TRS Fund.

    6. Pursuant to sections 1.1154 and 1.1157 of the Rules, interstate
       telephone service providers, including those providing interconnected
       VoIP service, are required to pay regulatory fees.

    7. Pursuant to the Commission's 2006 Universal Service Contribution
       Methodology order, interconnected VoIP providers are required to
       register with the Commission and designate an agent for service of
       process pursuant to section 4(i) of the Act.

    8. Allegiance offers interstate interconnected VoIP telecommunications
       services and is subject to the requirements discussed in paragraphs 3
       through 7 above.

    9. On July 30, 2008, the Bureau issued a letter of inquiry to Allegiance.
       The LOI directed Allegiance, among other things, to submit a sworn
       written response to a series of questions relating to whether
       Allegiance violated the Rules concerning the payment of annual
       regulatory fees; contributions to the USF and TRS Fund; contributions
       to cost-recovery mechanisms for NANP and LNP administration; the
       reporting of information as set forth on the Telecommunications
       Reporting Worksheets; and the submission of registration information
       with the Commission. Allegiance responded to the LOI on September 4,
       2008. As of March 25, 2011, Allegiance has paid all invoiced amounts
       to the USF, TRS Fund, cost recovery mechanisms for NANP and LNP
       administration, and regulatory fees, and has made the required filings
       with respect to the regulatory reporting obligations discussed above.

   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. Allegiance 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 Bureau Order, entitling the Bureau 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 the
       Investigation. In consideration for the termination of the
       Investigation, Allegiance 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 Allegiance concerning the matters
       that were the subjects of the Investigation. The Bureau also agrees
       that 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 Allegiance
       with respect to Allegiance's basic qualifications, including its
       character qualifications, to be a Commission licensee or authorized
       common carrier.

   14. Federal Regulatory  Reporting and Contribution Compliance Plan. For
       purposes of settling the matter set forth herein,  Allegiance agrees, 
       within 30 days of the Effective Date, to create and maintain a
       Compliance Plan related to future compliance with the Act and the
       Rules and orders concerning federal regulatory reporting and
       contribution obligations. The Plan will include, at a minimum, the
       following components:

    a. Compliance Manual. Allegiance shall create, maintain and update a
       manual to ensure future compliance with Allegiance's obligations
       concerning the payment of annual regulatory fees; contributions to the
       USF and TRS Fund; contributions to cost-recovery mechanisms for NANP
       and LNP administration; and the submission of information as set forth
       on the Telecommunications Reporting Worksheets (the "federal
       regulatory reporting and contribution obligations"). Allegiance
       personnel who have responsibility for fulfilling Allegiance's federal
       regulatory reporting and contribution obligations shall follow the
       procedures contained in the Compliance Manual. The Compliance Manual
       shall, among other things, describe the Rules and requirements as they
       apply to Allegiance regarding Allegiance's federal regulatory
       reporting and contribution obligations. The Compliance Manual shall
       set forth a schedule of filing and payment dates associated with
       annual regulatory fees; contributions to the USF and TRS Fund;
       contributions to cost-recovery mechanisms for NANP and LNP
       administration; and the submission of information as set forth on the
       Telecommunications Reporting Worksheets. Allegiance shall create
       compliance notifications that alert Allegiance personnel to upcoming
       filing and payment dates. The Compliance Manual shall require
       personnel to contact Allegiance's Compliance Officer, and if
       appropriate regulatory legal counsel, with any questions or concerns
       that arise with respect to Allegiance's federal regulatory reporting
       and contribution obligations.

    b. Compliance Training Program. Within 60 days of the Effective Date,
       Allegiance will implement and conduct a training program for employees
       who are responsible for fulfilling its federal regulatory reporting
       and contribution obligations, as described in paragraph 14(a).
       Allegiance shall ensure that training and compliance materials
       regarding the federal regulatory reporting and contribution
       obligations are provided to all of its employees who are responsible
       for fulfilling those obligations. New employees, or reassigned
       employees who take on such responsibilities, will be provided such
       training within 30 days of hiring or reassignment.

    c. Compliance Officer. Allegiance shall designate a Compliance Officer
       within thirty (30) days of the Effective Date. The Compliance Officer
       shall be responsible for administering the Compliance Plan and shall
       be the individual whose business unit is most directly responsible for
       fulfilling Allegiance's federal regulatory reporting and contribution
       obligations.

    d. Review and Monitoring. Allegiance shall review the Compliance Manual
       and Compliance Training Program to ensure that they are maintained in
       the proper manner and continue to address future compliance with
       Allegiance's federal regulatory reporting and contribution
       obligations. Allegiance shall update the Compliance Manual and
       Compliance Training Program as necessary and appropriate, and in the
       event of changes and/or additions to the relevant Rules and orders
       shall update the Compliance Manual and Compliance Training Program
       within thirty (30) days after the effective date of any such change or
       addition.

    e. Compliance Reports. Allegiance 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. Allegiance
   also shall disclose any failure to comply with the terms and conditions of
   this Consent Decree, or with the federal regulatory reporting and
   contribution obligations described in subparagraph (a) above, within
   fifteen (15) business days after discovery of such failure to comply.

   i. Each Compliance Report shall include assertions by Allegiance that it:

        1. has established operating procedures intended to ensure compliance
           with the terms and conditions of this Consent Decree and with the
           relevant sections of the Rules, together with an accompanying
           statement explaining the basis for the assertion;

        2. has been utilizing these procedures for the entire term of the
           Compliance Plan;

        3. has disclosed any known instances of non-compliance with this
           Compliance Plan discovered during the reporting period;

        4. has taken steps to identify any failures to timely fulfill its
           federal regulatory reporting and contribution obligations; and

        5. has addressed any instances of non-compliance and taken steps to
           remedy the cause thereof.

   ii. Each Compliance Report must be supported by the declaration of an
       officer as an agent of and on behalf of Allegiance with personal
       knowledge of the representations provided in the report, verifying the
       truth and accuracy of the information. The declaration must comply
       with section 1.16 and be subscribed to as true under penalty of
       perjury in substantially the same form set forth therein.

   iii. Any instance of non-compliance with the Compliance Plan disclosed in
        the report shall provide:

          1. a detailed explanation of the non-compliance;

          2. the steps Allegiance has taken to remedy the non-compliance and
             ensure future compliance; and

          3. the schedule on which the proposed remedial actions will be
             taken.

    f. Filing. All Compliance Reports and other disclosures required by this
       Consent Decree shall be submitted to Theresa Z. Cavanaugh,  Acting
       Chief, Investigations & Hearings Division, Enforcement Bureau, Federal
       Communications Commission, 445 12th Street, S.W., Room 4-C330,
       Washington, D.C. 20554. Allegiance must also transmit a copy of the
       reports via email to Terry.Cavanaugh@fcc.gov.

   15. Termination Date.  Unless stated otherwise,  the requirements of the
       Federal Regulatory Reporting and Contribution Compliance Plan will
       expire 24 months after the Effective Date.

   16. 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 Allegiance 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 Allegiance of the Act, the Rules, or the
       Order.

   17. Voluntary Contribution. Allegiance agrees that it will make a
       voluntary contribution to the United States Treasury in the amount of
       $20,000, in two payments of $10,000 each. The first payment shall be
       made within 10 days after the Effective Date of the Adopting Order,
       and the second payment shall be made within 12 months after the
       Effective Date of the Adopting Order. The  payments 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 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 TREAS/NYC, and account number 27000001. Allegiance will
       also send electronic notification on the date said payments are made
       to Mindy.Littell@fcc.gov.

   18. Waivers. Allegiance 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 Commission
       issues an Order adopting the Consent Decree without change, addition,
       modification, or deletion. Allegiance 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 Allegiance nor the Commission shall contest
       the validity of the Consent Decree or the Adopting Order, and
       Allegiance shall waive any statutory right to a trial de novo.
       Allegiance hereby agrees to waive any claims it may otherwise have
       under the Equal Access to Justice Act, relating to the matters
       addressed in this Consent Decree.

   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 Allegiance does not expressly
       consent) that provision will be superseded by such Rule or order.

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

   21. Invalidity. In the event that this Consent Decree is rendered invalid
       by a court of competent jurisdiction, it shall become null and void,
       and may not be used in any manner in any legal proceeding.

   22. 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 Rules and orders.

   23. Modifications. This Consent Decree cannot be modified without the
       advance written consent of both parties.

   24. 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.

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

   26. 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 William Haggarty

   Chief, Enforcement Bureau Chief Executive Officer,

   Federal Communications Commission Allegiance Communications, LLC

   Date: ________________________________ Date: ________________________

   47 C.F.R. S:S: 1.1157, 52.17, 52.32, 54.706, 54.711, 64.604, and 64.1195.

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

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

   47 C.F.R. S:S: 1.1157, 52.17, 52.32, 54.706, 54.711, 64.604, and 64.1195.

   See Allegiance Communications, LLC, EB-08-IH-1364,  Letter from Trent B.
   Harkrader, Deputy Chief, Investigations & Hearings Division, Enforcement
   Bureau, Federal Communications Commission to William Haggarty, Chief
   Executive Officer, Allegiance Communications, LLC (July 30, 2008) ("LOI").

   47 C.F.R. S:S: 1.1157, 52.17, 52.32, 54.706, 54.711, 64.604, and 64.1195.

   47 C.F.R. S: 9.3.

   47 U.S.C. S: 254(d); 47 C.F.R. S:S: 54.706, 54.711. See also 47 C.F.R. S:
   54.713 (governing contributors' failure to report or to contribute).

   47 C.F.R. S: 52.17(c) and 52.32(e) (including interconnected VoIP
   providers as defined in section 52.21(h) of the Commission's rules in the
   terms "telecommunications carrier" or "carrier" for purposes of numbering
   administration and number portability).

   47 U.S.C. S: 251(e); 47 C.F.R. S:S: 52.17, 52.32.

   47 U.S.C. S: 225(b)(1); Implementation of Sections 255 and 251(a)(2) of
   the Communications Act of 1934, as Enacted by the Telecommunications Act
   of 1996: Access to Telecommunications Service, Telecommunications
   Equipment and Customer Premises Equipment by Persons with Disabilities;
   Telecommunications Relay Services and Speech-to- Speech Services for
   Individuals With Hearing and Speech Disabilities, Report and Order, 22 FCC
   Rcd 11275, 11291-97, P:P: 32- 43 (2007).

   47 U.S.C. S: 9(a)(1); 47 C.F.R. S:S: 1.1154, 1.1157 (setting forth
   regulatory fees and method of payment applicable to "Interstate Telephone
   Service Providers" according to their interstate and international
   end-user revenues as reported on FCC Form 499-A). See also Assessment and
   Collection of Regulatory Fees for Fiscal Year 2007, 22 FCC Rcd 15712,
   15717-18 (2007) (extending regulatory fee obligations to VoIP service
   providers).

   Universal Service Contribution Methodology, 21 FCC Rcd 7518, 7548 P:P:
   60-61 (2006), aff'd in part, vacated in part, Vonage Holdings Corp. v.
   FCC, 489 F.3d 1232, 1244 (D.C. Cir. 2007); 47 U.S.C. 154(i) (2006
   Contribution Methodology Order).

   See LOI, n.2, supra.

   See Letter from Jane Bremer and Stephen Ross, Bremer Law, P.C., to Mindy
   Littell, Attorney Advisor, Investigations & Hearings Division, Enforcement
   Bureau, FCC, dated September 2, 2008 ("LOI Response").

   5 U.S.C. S: 504; 47 C.F.R. Part 1, Subpart K.

   Federal Communications Commission DA 11-666

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   Federal Communications Commission DA 11-666