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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                         )                                 
                                                                           
                                         )                                 
                                                                           
                                         )   File No.: EB-07-TC-4006       
     In the Matter of                                                      
                                         )   NAL /Acct. No.: 200832170013  
     Horizon Telecom, Inc.                                                 
                                         )   FRN: 0009704925               
     and                                                                   
                                         )   File No.: EB-08-TC-1067       
     Reduced Rate Long Distance, LLC                                       
                                         )   NAL /Acct. No.: 200832170026  
     Apparent Liability for Forfeiture       FRN: 0005003025               
                                         )                                 
                                                                           
                                         )                                 
                                                                           
                                         )                                 


                                 ADOPTING ORDER

   Adopted: March 30, 2012 Released: April 5, 2012

   By the Chief, Enforcement Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau (Bureau) of the Federal Communications
       Commission (Commission) and Horizon Telecom, Inc. (Horizon) and
       Reduced Rate Long Distance, LLC (Reduced Rate Long Distance). The
       Consent Decree terminates the investigation initiated by the Bureau
       regarding Horizon's compliance with Sections 201(b) and 258 of the
       Communications Act of 1934, as amended (Act), and Sections 1.717,
       64.1120, and 64.1130 of the Commission's rules, and finds that the
       forfeiture proposed in the Notice of Apparent Liability for Forfeiture
       should not be imposed. The Consent Decree also terminates the
       investigation initiated by the Bureau regarding Reduced Rate Long
       Distance's compliance with Section 1.717 of the Commission's rules,
       and finds that the forfeiture proposed in the Notice of Apparent
       Liability for Forfeiture should not be imposed.

    2. The Bureau and Horizon and Reduced Rate Long Distance have negotiated
       the terms of a Consent Decree that resolves these matters. 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 and terminating the referenced
       investigations.

    4. In the absence of material new evidence relating to this matter, we
       conclude that our investigations raise no substantial or material
       questions of fact as to whether Reduced Rate Long Distance possesses
       the basic qualifications, including those related to character, to
       hold or obtain any Commission license or authorization.

    5. Accordingly, IT IS ORDERED, pursuant to Section 4(i) of the
       Communications Act of 1934, as amended and the authority delegated by
       Sections 0.111 and 0.311 of the Commission's rules, that the attached
       Consent Decree IS ADOPTED.

    6. IT IS FURTHER ORDERED that the above-captioned investigations ARE
       TERMINATED.

    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 Thomas K. Crowe, Partner, Law Offices of Thomas K.
       Crowe, P.C., 1250 24th Street, N.W., Suite 300, Washington, D.C.
       20037.

   FEDERAL COMMUNICATIONS COMMISSION

   P. Michele Ellison

   Chief, Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                         )                                 
                                                                           
                                         )                                 
                                                                           
                                         )   File No.: EB-07-TC-4006       
     In the Matter of                                                      
                                         )   NAL /Acct. No.: 200832170013  
     Horizon Telecom, Inc.                                                 
                                         )   FRN: 0009704925               
     and                                                                   
                                         )   File No.: EB-08-TC-1067       
     Reduced Rate Long Distance, LLC                                       
                                         )   NAL /Acct. No.: 200832170026  
     Apparent Liability for Forfeiture       FRN: 0005003025               
                                         )                                 
                                                                           
                                         )                                 
                                                                           
                                         )                                 


                                 CONSENT DECREE

   I. INTRODUCTION

    1. The Enforcement Bureau of the Federal Communications Commission and
       Horizon Telecom, Inc. and Reduced Rate Long Distance, LLC, by their
       authorized representatives, hereby enter into this Consent Decree for
       the purpose of terminating the investigations initiated by the Bureau
       into whether Horizon Telecom, Inc. violated Sections 201(b) and 258 of
       the Communications Act of 1934, as amended, and Sections 1.717,
       64.1120, and 64.1130 of the Commission's rules, and whether Reduced
       Rate Long Distance, LLC violated Section 1.717 of the Commission's
       rules. In addition to terminating the investigations, the Consent
       Decree finds that the forfeitures proposed in the related Notices of
       Apparent Liability for Forfeiture should not be imposed.

   III. DEFINITIONS

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

     a. "Act" means the Communications Act of 1934, as amended, 47 U.S.C. S:
        151 et seq.

     b. "Adopting Order" or "Order" means an order of the Bureau adopting the
        terms and conditions of this Consent Decree without change, addition,
        or modification, and formally terminating the above-captioned
        Investigations.

     c. "Affiliate" shall have the same meaning as that term is defined in
        Section 153(1) of the Communications Act. 47 U.S.C. S: 153(1).

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

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

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

     g. "Horizon" means Horizon Telecom, Inc., its affiliates, and its
        predecessors-in-interest and successors-in-interest.

     h. "Horizon Obligations" means the requirements described in this
        Consent Decree at paragraph 12.

     i. "Horizon Investigation" means the Bureau's investigation regarding
        Horizon's compliance with Sections 201(b) and 258 of the Act, 47
        U.S.C. S:S: 201(b), 258, and Sections 1.717, 64.1120, and 64.1130 of
        the Commission's rules, 47 C.F.R. S:S: 1.717, 64.1120, 64.1130,
        commenced by the Bureau's June 28, 2007 letter of inquiry to Horizon,
        described in paragraph 5 below.

     j. "Investigations" means, collectively, the Horizon Investigation and
        the Reduced Rate Long Distance Investigation.

     k. "Parties" means Horizon, Reduced Rate Long Distance, and the Bureau,
        each of which is a "Party."

     l. "Rules" means those rules and regulations codified in Title 47 of the
        Code of Federal Regulations.

     m. "Reduced Rate Long Distance" means Reduced Rate Long Distance, LLC,
        its affiliates, and its predecessors-in-interest and
        successors-in-interest.

     n. "Reduced Rate Long Distance Compliance Plan" means the program
        described in this Consent Decree at paragraph 13.

     o. "Reduced Rate Long Distance Investigation" means the Bureau's
        investigation regarding Reduced Rate Long Distance's compliance with
        Section 1.717 of the Commission's rules, 47 C.F.R. S: 1.717,
        commenced by the Bureau's January 24, 2008 letter of inquiry to
        Reduced Rate Long Distance, described in paragraph 6 below.

     p. "Slamming Rules" means the Rules set forth at 47 C.F.R. S: 64.1120 et
        seq.

   II. BACKGROUND

   3. In December 1998, the Commission released the Section 258 Order in
   which it adopted rules to implement Section 258 of the Act.  Section 258
   makes it unlawful for any telecommunications carrier to "submit or execute
   a change in a subscriber's selection of a provider of telephone exchange
   service or telephone toll service except in accordance with such
   verification procedures as the Commission shall prescribe." In the Section
   258 Order, the Commission adopted aggressive new rules designed to take
   the profit out of slamming, broadened the scope of the slamming rules to
   encompass all carriers, and modified its existing requirements for the
   authorization and verification of preferred carrier changes. The rules
   require, among other things, that a carrier receive individual subscriber
   consent before a carrier change may occur.  Pursuant to Section 258,
   carriers are absolutely barred from changing a customer's preferred local
   or long distance carrier without first complying with one of the
   Commission's verification procedures. Specifically, a carrier must: (1)
   obtain the subscriber's written or electronically signed authorization in
   a format that meets the requirements of Section 64.1130; (2) obtain
   confirmation from the subscriber via a toll-free number provided
   exclusively for the purpose of confirming orders electronically; or (3)
   utilize an independent third party to verify the subscriber's order.

   4. Horizon was a provider of telecommunications services that primarily
   used the internet to market its products to residential customers from
   approximately February 2006 through April 2007. Horizon also engaged in a
   telemarketing program that was suspended in May 2007. On December 1, 2007,
   Horizon and Reduced Rate Long Distance entered into a management
   agreement, whereby Reduced Rate Long Distance agreed to manage the
   business of Horizon. The companies also contemporaneously entered into an
   asset purchase agreement, whereby Horizon's telecommunications assets,
   including its customer base, would be transferred to Reduced Rate Long
   Distance. The transfer was consummated on January 23, 2009. The companies
   state that all affected customers have been notified pursuant to Section
   64.1120(e)(3) of the Commission's rules.

   Horizon NAL

   5. The Bureau sent a letter of inquiry (LOI) to Horizon on June 28, 2007.
   Horizon provided a Response to the LOI on July 27, 2007 and supplemented
   its Response on September 19, 2007 and October 5, 2007. On February 29,
   2008, the Commission released an NAL against Horizon for its apparent
   willful and repeated failure to respond on a timely basis to twenty-one
   informal complaints that had been served upon it by the Commission's
   Consumer and Governmental Affairs Bureau (CGB), and for apparently
   changing the preferred carriers of one hundred twenty-five consumers
   without proper authorization. On March 31, 2008, Horizon filed its
   response to the NAL.

   Reduced Rate Long Distance NAL

   6. The Bureau sent an LOI to Reduced Rate Long Distance on January 24,
   2008. Reduced Rate Long Distance submitted its responses on March 3, 2008
   and March 12, 2008. On February 19, 2008, the Bureau released an NAL
   against Reduced Rate Long Distance for its failure to respond to two
   informal consumer complaints served upon it by CGB in apparent violation
   of Section 1.717 of the Commission's rules. On March 20, 2008, Reduced
   Rate Long Distance filed its response to the NAL.

   IV. TERMS OF AGREEMENT

   7. 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. Horizon's and Reduced Rate Long
   Distance's decisions to enter into this Consent Decree are expressly
   contingent upon the Bureau's issuance of an Adopting Order.

   8. Jurisdiction. Horizon and Reduced Rate Long Distance agree that the
   Bureau has jurisdiction over them and the matters contained in this
   Consent Decree and has the authority to enter into and adopt this Consent
   Decree.

   9. Effective Date; Violations. The Parties agree that this Consent Decree
   shall become effective on the Effective Date. Upon the Effective Date, the
   Adopting Order and this Consent Decree shall have the same force and
   effect as any other order of the Commission. 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.

   10. Termination of Investigation. In express reliance on the covenants and
   representations contained herein, and to avoid expenditure of additional
   public resources, the Bureau agrees to terminate the Investigations. In
   consideration for the termination of said Investigations and in accordance
   with the terms of this Consent Decree, Horizon and Reduced Rate Long
   Distance agree to the terms, conditions, and procedures contained herein.
   The Bureau agrees that, in the absence of new material evidence related to
   the Investigations, it will not use the facts developed in the
   Investigations through the Effective Date, or the existence of this
   Consent Decree to institute, on its own motion, or refer to the
   Commission, any new proceeding, formal or informal, or take, on its own
   motion, or refer to the Commission, any action against Horizon or Reduced
   Rate Long Distance, concerning the matters that were the subject of the
   Investigations, or with respect to Reduced Rate Long Distance's basic
   qualifications, including its character qualifications, to be a Commission
   licensee or hold other Commission authorizations.

   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 Horizon or Reduced Rate Long Distance 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 Horizon or Reduced Rate Long Distance with the Act, the
   Rules, or the Adopting Order.

   12. Horizon Obligations. To resolve and terminate the Horizon
   Investigation, Horizon agrees to certain obligations consistent with this
   paragraph 12.

   A. No Marketing or Sales of Telecommunications Services. Irrespective of
   other terms that may be set forth in this Consent Decree, Horizon shall
   not, at any time, market or sell, or resume marketing or sales of,
   telecommunications services.

   B. Discontinuance of Service. Horizon represents that it has transferred
   its telecommunications assets, including its customer base, to Reduced
   Rate Long Distance and permanently discontinued all interstate,
   international, and intrastate long distance services as of April 2007.
   Irrespective of other terms that may be set forth in this Consent Decree,
   Horizon shall not, at any time, resume the provision of telecommunications
   services in the future.

   C. Notice of Consent Decree. Within sixty (60) calendar days after the
   Effective Date, Horizon shall notify all of its directors, officers,
   managers, employees, and agents, including all sales representatives and
   Third Party Verification firms utilized by Horizon, of the terms and
   conditions set forth in this Consent Decree.

   D. Reporting Non-Compliance. Horizon shall report any non-compliance with
   this Consent  Decree to the Enforcement Bureau within thirty (30) calendar
   days after the discovery of non-compliance. Such reports shall include a
   detailed explanation of (i) each instance of non-compliance; (ii) the
   steps that Horizon has taken or will take to remedy such non-compliance;
   (iii) the schedule on which such remedial actions will be taken; and (iv)
   the steps that Horizon has taken or will take to prevent the recurrence of
   any such non-compliance. All reports of non-compliance shall be submitted
   to the Chief, Telecommunications Consumers Division, Enforcement Bureau,
   Federal Communications Commission, 445 12th Street S.W., Washington, D.C.
   20554, with a copy submitted electronically to donna.cyrus@fcc.gov and
   kimberly.wild@fcc.gov.

   13. Reduced Rate Long Distance Compliance Plan. To resolve and terminate
   the Reduced Rate Long Distance Investigation, Reduced Rate Long Distance
   agrees to implement a Compliance Plan consistent with this paragraph 13.

   A. Compliance Officer. Within thirty (30) calendar days after the
   Effective Date, Reduced Rate Long Distance shall designate a Compliance
   Officer responsible for administering Reduced Rate Long Distance's
   Compliance Plan. The Compliance Officer shall ensure compliance with this
   Consent Decree and the Slamming Rules.

   B. Consumer Remedies. Reduced Rate Long Distance shall take the necessary
   steps to address any and all consumer complaints regarding an alleged
   unauthorized switch of service provider by:

   i. having all such complaints addressed by appropriately-trained customer
   service representatives; and

   ii. acting in good faith to resolve all such complaints during the first
   call; and where it is necessary to call the customer back or leave a
   message, striving to resolve the complaint in the same business day and at
   the latest within twenty-four (24) hours, excluding weekends and federal
   holidays; and

   iii. providing all appropriate remedies, including credits and refunds, if
        necessary; and

   iv. implementing improvements to its customer service program, including
       upgrading its complaint logging database to allow timely responses to
       informal complaints served by the FCC.

   C. Revised Sales Scripts, Third Party Verification Scripts, and Letters of
   Authorization. Reduced Rate Long Distance shall revise its sales scripts,
   third party verification scripts, and any other marketing or verification
   scripts, including written or electronic Letters of Authorization to
   ensure compliance with the Rules.

   D. Customer Service Record Retention.

   i. In addition to the Third Party Verification retention requirements set
   forth in Section 64.1120(a)(1)(ii) of the Commission's rules, Reduced Rate
   Long Distance shall retain records of all consumer complaints and customer
   service responses, including consumer credits, for the term of this
   Consent Decree. The records shall be maintained in an accurate and
   easy-to-review format. These records shall be made available to the Bureau
   for inspection within twenty (20) business days from receipt of a Bureau
   request.

   ii. Consumer complaint records shall include all written consumer
   complaints filed directly with Reduced Rate Long Distance by consumers or
   submitted to Reduced Rate Long Distance by the Commission or other state
   or federal authority.

   iii. The record of consumer complaints shall include the name, address,
   and telephone number of each complainant, Reduced Rate Long Distance's
   response, and the status or final disposition of each complaint. For the
   purposes of this provision, consumer complaint records shall include all
   non-privileged writings, computer records, electronic, or email
   communications, all written notes regarding such writings, verbal
   discussions, and electronic mail communications.

   E. Sales Training Materials.

   i. Reduced Rate Long Distance shall implement a new Policy Manual (Manual)
   within thirty (30) calendar days after the Effective Date. The Manual will
   prohibit any activity that violates any federal or state law,
   misrepresents the sales caller's identity or purpose, or involves any
   other misleading, untrue, or incomplete statements. The Manual shall
   impose a "zero tolerance" policy for acts of misrepresentation for which
   Reduced Rate Long Distance may immediately terminate its relationship with
   any employee, affiliate, agent, contractor, or any other individual or
   entity acting on behalf of, or for the benefit of, Reduced Rate Long
   Distance. All such sales and marketing individuals or entities shall be
   provided with a copy of the Manual, and be required to review the Manual,
   and an explanation of the provisions in the Manual shall be a part of
   their initial training.

   ii. The activity prohibited by the Manual shall include, but will not be
   limited to:

   a. any activity that violates any federal or state law or results in
   violation of any regulation enacted by any federal or state governmental
   body including the FCC or any state public utilities commission. Any
   activity that would constitute a violation of federal or state slamming or
   cramming laws is strictly prohibited; and

   b. any act of misrepresentation or fraud made in relation to Reduced Rate
   Long Distance's services, rates, surcharges, terms, and conditions. This
   may include, but is not limited to, the following:

   1) claiming that a sales call is for a purpose other than to sell Reduced
   Rate Long Distance's long distance services;

   2) claiming that a sales call is only for the purpose of verifying or
   confirming the consumer's current services;

   3) falsely claiming that the call will not result in a change of the
   consumer's long distance carrier;

   4) claiming to be affiliated with or working for any telecommunications
   carrier or any other company other than Reduced Rate Long Distance;

   5) claiming that another carrier (or the consumer's current carrier)
   cannot make or complete certain long distance calls;

   6) failing to adequately identify the marketing representative or Reduced
   Rate Long Distance on a sales call;

   7) making any false, untrue, misleading, or incomplete statements;

   8) any conduct which generally violates standard industry ethical
   practices.

   F. Sales and Marketing Contracts. Reduced Rate Long Distance shall require
   contracts from all sales and marketing companies it employs obligating
   them to abide by all applicable federal, state, and local laws and
   regulations, including the Act. Said contracts shall allow Reduced Rate
   Long Distance, in its sole discretion, to terminate any contract upon
   suspicion of illegal or unethical conduct.

   G. Counsel Review. Prior to distributing the new Policy Manual and the new
   sales scripts, TPV scripts, and other marketing or verification scripts
   described herein, Reduced Rate Long Distance shall submit the same to
   legal counsel of its own designation for review and editing regarding
   conformity with the requirements of this Compliance Plan and all
   applicable federal and state laws. Such counsel shall have experience with
   federal telecommunications and consumer protection laws, including the law
   relating to fraudulent, deceptive, unconscionable, and unfair acts or
   practices.

   H. Notice of Consent Decree. Within sixty (60) calendar days after the
   Effective Date, Reduced Rate Long Distance shall notify all directors,
   officers, managers, employees and agents, including all sales
   representatives and Third Party Verification firms utilized by Reduced
   Rate Long Distance, of the terms and conditions set forth therein.

   I. Reporting Non-Compliance. Reduced Rate Long Distance shall report any
   non-compliance with this Consent  Decree, or with the Slamming Rules, to
   the Bureau within thirty (30) calendar days after the discovery of
   non-compliance. Such reports shall include a detailed explanation of (i)
   each instance of non-compliance; (ii) the steps that Reduced Rate Long
   Distance has taken or will take to remedy such non-compliance; (iii) the
   schedule on which such remedial actions will be taken; and (iv) the steps
   that Reduced Rate Long Distance has taken or will take to prevent the
   recurrence of any such non-compliance. All reports of non-compliance shall
   be submitted to the Chief, Telecommunications Consumers Division,
   Enforcement Bureau, Federal Communications Commission, 445 12th Street
   S.W., Washington, D.C. 20554, with a copy submitted electronically to
   donna.cyrus@fcc.gov.

   J. Compliance Report. The Compliance Officer, as an agent of and on behalf
   of Reduced Rate Long Distance, shall file compliance reports ninety (90)
   calendar days after the Effective Date, one (1) year after the Effective
   Date, and at the end of the two (2) year term, in compliance with the
   terms of this paragraph 13(J).

   i. Each compliance report shall include a detailed description of Reduced
   Rate Long Distance's efforts during the relevant period to comply with the
   terms and conditions of this Consent Decree and the Commission's Slamming
   Rules.

   ii. Each compliance report shall include a certification by the Compliance
   Officer, as an agent of and on behalf of Reduced Rate Long Distance,
   stating that the Compliance Officer has personal knowledge that Reduced
   Rate Long Distance (A) has established and implemented the Compliance
   Plan; (B) has been following all aspects of the Compliance Plan for the
   entire term of the Consent  Decree; and (C) is not aware of any instances
   of non-compliance with the terms and conditions of this Consent  Decree
   that have not been disclosed as required by paragraph 13(I) above. The
   certification shall be accompanied by a statement explaining the basis for
   the Compliance Officer's certification and must be substantially in the
   form set forth in Section 1.16 of the Rules.

   iii. If the Compliance Officer cannot provide the requisite certification,
   the Compliance Officer, as an agent of and on behalf of Reduced Rate Long
   Distance, shall provide the Commission with a detailed explanation of (A)
   each instance of non-compliance; (B) the steps that Reduced Rate Long
   Distance has taken or will take to remedy such non-compliance, including
   the schedule on which proposed remedial actions will be taken; and (C) the
   steps that Reduced Rate Long Distance has taken or will take to prevent
   recurrence of any such non-compliance, including the schedule on which
   such preventive action will be taken.

   iv. Such certification must be mailed within fifteen (15) calendar days of
   the one (1) and the two (2) year anniversary of the Effective Date, and
   Reduced Rate Long Distance must mail the certification to the Chief,
   Telecommunications Consumers Division, Enforcement Bureau, Federal
   Communications Commission, 445 12th Street, S.W., Washington, D.C. 20554,
   and must include the file number listed above. Reduced Rate Long Distance
   shall also send an electronic copy of its certification to
   kimberly.wild@fcc.gov and donna.cyrus@fcc.gov.

   K. Duration of the Compliance Plan. Reduced Rate Long Distance shall
   implement the Reduced Rate Long Distance Compliance Plan within sixty (60)
   calendar days after the Effective Date. The term of the Reduced Rate Long
   Distance Compliance Plan shall expire two (2) years after the Effective
   Date.

   14. Voluntary Contribution. In consideration for the termination of the
   Investigations in accordance with the terms of this Consent Decree,
   Horizon and Reduced Rate Long Distance agree to make a voluntary
   contribution to the United States Treasury, without further protest or
   recourse to a trial de novo, in the amount of fifty-three thousand dollars
   ($53,000) within thirty (30) calendar days after the Effective Date.
   Horizon and Reduced Rate Long Distance agree that they are jointly and
   severally liable for the payment, which is reduced from the proposed NAL
   amounts based upon their demonstrated inability to pay. The 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 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. Horizon and Reduced Rate Long Distance
   will also send electronic notification on the date said payment is made to
   Johnny.Drake@fcc.gov.

   15. Waivers. Horizon and Reduced Rate Long Distance waive any and all
   rights they 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. Horizon and Reduced Rate
   Long Distance shall retain the right to challenge the Commission's
   interpretation of the Consent Decree or any terms contained herein, and of
   the Rules. If any Party (or the United States on behalf of the Commission)
   brings a judicial action to enforce the terms of the Adopting Order or
   this Consent Decree, neither Horizon, Reduced Rate Long Distance, nor the
   Bureau shall contest the validity of the Consent Decree or the Adopting
   Order, and Horizon and Reduced Rate Long Distance shall waive any
   statutory right to a trial de novo and shall consent to a judgment
   incorporating the terms of this Consent Decree. Horizon and Reduced Rate
   Long Distance hereby agree to waive any claims they 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 contained in this Consent Decree.

   16. 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.

   17. Privileged and Confidential Documents. By this Consent Decree, Horizon
   and Reduced Rate Long Distance neither waive nor alter their rights to
   assert and seek protection from disclosure of any privileged or otherwise
   confidential and protected documents and information, or to seek
   appropriate safeguards of confidentiality for any competitively sensitive
   or proprietary information.

   18. Subsequent Rule or Order. The Parties agree that if any provision of
   this Consent Decree is inconsistent with any subsequent rule or order
   adopted by the Commission, that provision will be superseded by such
   Commission rule or order.

   19. Successors and Assigns. Horizon and Reduced Rate Long Distance agree
   that the provisions of this Consent Decree shall be binding on their
   successors, assigns, and transferees.

   20. Final Settlement. The Parties agree and acknowledge that this Consent
   Decree shall constitute a final settlement of the Investigations. The
   Parties 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 by Horizon or Reduced Rate Long
   Distance with the requirements of the Act or the Commission's rules or
   orders. The Parties agree that this Consent Decree is for settlement
   purposes only, and that by agreeing to this Consent Decree, Horizon and
   Reduced Rate Long Distance do not admit or deny any noncompliance,
   violation, or liability associated with or arising from their actions or
   omissions involving the Act or the Rules that are the subject of this
   Consent Decree.

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

   22. 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.

   23.  Counterparts. This Consent Decree may be signed in counterparts
   (including by facsimile or electronic mail), 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.

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

   For: Horizon Telecom, Inc.

   __________ _______________________

   Date Robert Sorrentino

   President

   For: Reduced Rate Long Distance, LLC

   __________ _______________________

   Date Robert Sorrentino

   President

   For: Federal Communications Commission

   __________ ________________________________

   Date P. Michele Ellison

   Chief, Enforcement Bureau

   47 U.S.C. S:S: 201(b), 258.

   47 C.F.R. S:S: 1.717, 64.1120, 64.1130.

   In the Matter of Horizon Telecom, Inc., Notice of Apparent Liability for
   Forfeiture, Apparent Liability for Forfeiture, 23 FCC Rcd 3485
   (2008)(Horizon NAL).

   47 C.F.R. S: 1.717.

   In the Matter of Reduced Rate Long Distance, Notice of Apparent Liability
   for Forfeiture, 23 FCC Rcd 2697 (Enf. Bur. 2008)(Reduced Rate Long
   Distance NAL).

   Horizon permanently discontinued all interstate, international, and
   intrastate long distance services in April 2007. Horizon's
   telecommunications assets, including its customer base, were transferred
   to Reduced Rate Long Distance on January 23, 2009.

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

   47 CFR S:S: 0.111, 0.311.

   47 U.S.C. S:S: 201(b), 258.

   47 C.F.R. S:S: 1.717, 64.1120, 64.1130.

   In the Matter of Horizon Telecom, Inc., Notice of Apparent Liability for
   Forfeiture, Apparent Liability for Forfeiture, 23 FCC Rcd 3485
   (2008)(Horizon NAL). In the Matter of Reduced Rate Long Distance, Notice
   of Apparent Liability for Forfeiture, 23 FCC Rcd 2697 (Enf. Bur.
   2008)(Reduced Rate Long Distance NAL).

   47 U.S.C. S: 258(a); Telecommunications Act of 1996, Pub. L. No. 104-104,
   110 Stat. 56 (1996); Implementation of the Subscriber Carrier Selection
   Changes Provisions of the Telecommunications Act of 1996; Policies and
   Rules Concerning Unauthorized Changes of Consumers' Long Distance
   Carriers, CC Docket No. 94-129, Second Report and Order and Further Notice
   of Proposed Rule Making, 14 FCC Rcd 1508 (1998) (Section 258 Order),
   stayed in part, MCI WorldCom v. FCC, No. 99-1125 (D.C. Cir. May 18, 1999);
   First Order on Reconsideration, 15 FCC Rcd 8158 (2000); stay lifted, MCI
   WorldCom v. FCC, No. 99-1125 (D.C. Cir. June 27, 2000); Third Report and
   Order and Second Order on Reconsideration, 15 FCC Rcd 15996 (2000),
   Errata, DA No. 00-2163 (rel. Sept. 25, 2000), Erratum, DA No. 00-2192
   (rel. Oct. 4, 2000), Order, FCC 01-67 (rel. Feb. 22, 2001); Third Order on
   Reconsideration and Second Further Notice of Proposed Rule Making, 18 FCC
   Rcd 5099 (2003); Order, 18 FCC Rcd 10997 (2003). Prior to the adoption of
   Section 258, the Commission had taken various steps to address the
   slamming problem. See, e.g., Policies and Rules Concerning Unauthorized
   Changes of Consumers' Long Distance Carriers, CC Docket No. 94-129, Report
   and Order, 10 FCC Rcd 9560 (1995), stayed in part, 11 FCC Rcd 856 (1995);
   Policies and Rules Concerning Changing Long Distance Carriers, CC Docket
   No. 91-64, 7 FCC Rcd 1038 (1992), reconsideration denied, 8 FCC Rcd 3215
   (1993); Investigation of Access and Divestiture Related Tariffs, CC Docket
   No. 83-1145, Phase I, 101 F.C.C.2d 911, 101 F.C.C.2d 935, reconsideration
   denied, 102 F.C.C.2d 503 (1985).

   47 U.S.C. S: 258(a).

   See generally Section 258 Order.

   47 C.F.R. S: 64.1120.

   47 U.S.C. S: 258(a).

   47 C.F.R. S: 64.1120(c).

   47 C.F.R. S: 64.1120(e)(3). Additionally, according to the companies, a
   copy of the notice to affected customers was filed by Horizon and Reduced
   Rate Long Distance on December 22, 2008 in CC Docket No. 00-257, pursuant
   to Section 64.1120(e)(1) of the Commission's rules, 47 C.F.R. S:
   64.1120(e)(1), and the Notification of Pro Forma Assignment of Customer
   Base from Horizon Telecom, Inc. to Reduced Rate Long Distance, LLC was
   filed with the Commission on February 3, 2009, pursuant to Sections
   63.03(d) and 63.24(f)(2), 47 C.F.R. S:S: 63.03(d), 63.24(f)(2).

   Letter from Marcy Greene, Deputy Division Chief, Telecommunications
   Consumers Division, FCC Enforcement Bureau, to Cheyenne Devine, Customer
   Service Manager, Horizon Telecom, Inc. (June 28, 2007) (on file in
   EB-07-TC-4006).

   Letter from Andrew Lustigman, The Lustigman Firm, P.C., Counsel to Horizon
   Telecom, Inc., to Marcy Greene, Deputy Division Chief, Telecommunications
   Consumers Division, FCC Enforcement Bureau, (July 27, 2007) (on file in
   EB-07-TC-4006).

   Letter from Andrew Lustigman, The Lustigman Firm, P.C., Counsel to Horizon
   Telecom, Inc., to Marcy Greene, Deputy Division Chief, Telecommunications
   Consumers Division, FCC Enforcement Bureau, (September 19, 2007) (on file
   in EB-07-TC-4006).

   See supra note 1.

   Written Statement in Response to Notice of Apparent Liability for
   Forfeiture from Thomas K. Crowe and Cheng-yi Liu, Law Offices of Thomas K.
   Crowe, P.C., Counsel to Horizon Telecom, Inc., to Marlene H. Dortch,
   Secretary, Federal Communications Commission, filed March 31, 2008 (on
   file in EB-07-TC-4006).

   Letter from Marcy Greene, Deputy Division Chief, Telecommunications
   Consumers Division, FCC Enforcement Bureau, to Robert Sorrentino, Chief
   Executive Officer, Reduced Rate Long Distance, LLC, and Adam Z. Solomon,
   The Lustigman Firm, P.C. (January 24, 2008) (on file in EB-08-TC-1067).

   Letter from Andrew Lustigman, The Lustigman Firm, P.C., Counsel to Reduced
   Rate Long Distance, LLC, to Marcy Greene, Deputy Division Chief,
   Telecommunications Consumers Division, FCC Enforcement Bureau (March 3,
   2008) (on file in EB-08-TC-1067).

   Letter from Andrew Lustigman, The Lustigman Firm, P.C., Counsel to Reduced
   Rate Long Distance, LLC, to Marcy Greene, Deputy Division Chief,
   Telecommunications Consumers Division, FCC Enforcement Bureau, (March 12,
   2008) (on file in EB-08-TC-1067).

   See supra note 2.

   Written Statement in Response to Notice of Apparent Liability for
   Forfeiture from Thomas K. Crowe and Cheng-yi Liu, Law Offices of Thomas K.
   Crowe, P.C., and Andrew Lustigman and Adam Z. Solomon, The Lustigman Firm,
   P.C., Counsel to Reduced Rate Long Distance, LLC, to Marlene H. Dortch,
   Secretary, Federal Communications Commission, filed March 3, 2008 (on file
   in EB-08-TC-1067).

   47 C.F.R. S: 1.16.

   See supra note 3.

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