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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554

   In the Matter of TerraCom, Inc. ) ) ) ) ) File No.: EB-12-IH-1351 Acct.
   No.: 201332080015 FRN: 0010-1037-45




                                     ORDER

   Adopted: February 26, 2013 Released: February 26, 2013

   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 and TerraCom, Inc. (TerraCom). The Consent Decree
       terminates and resolves an investigation by the Bureau against
       TerraCom for possible violations of Sections 54.403(a), 54.407,
       54.409, 54.413, and 54.414 of the Commission's rules (Rules)^
       concerning TerraCom's failure to maintain adequate records and to
       submit accurate claims for reimbursement, and the collection of
       Lifeline and Link Up support to which it was not entitled.

    2. The Bureau and TerraCom have negotiated the Consent Decree that
       resolves this matter, including a detailed, three-year compliance plan
       requirement. 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. Based solely on the record developed to date in this investigation and
       in the absence of material new evidence relating to this matter, we
       conclude that the investigation raises no substantial or material
       questions of fact as to whether TerraCom 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), 4(j), and
       503(b) of the Communications Act,^ and Sections 0.111 and 0.311 of the
       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 first class mail and certified mail, return receipt
       requested, to Jonathan D. Lee, Esq., J.D. Lee Consulting, LLC, 1776 I
       Street, N.W., Suite 900, Washington, D.C. 20006.

   FEDERAL COMMUNICATIONS COMMISSION

   P. Michele Ellison

   Chief, Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554

   In the Matter of TerraCom, Inc. ) ) ) ) ) File No.: EB-12-IH-1351 Acct.
   No.: 201332080015 FRN: 0010-1037-45




                                 CONSENT DECREE

    1. The Enforcement Bureau of the Federal Communications Commission and
       TerraCom, Inc., by their authorized representatives, hereby enter into
       this Consent Decree for the purpose of terminating the Enforcement
       Bureau's investigation into whether TerraCom, Inc. violated Sections
       54.403(a), 54.407, 54.409, 54.413, and 54.414 of the Commission's
       rules,^ concerning the company's failure to maintain adequate records
       and to submit accurate claims for reimbursement for revenues it was
       forgoing in providing Lifeline and Link Up service, and for the
       collection of Lifeline and Link Up support to which it was not
       entitled.

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

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

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

    e. "Communications Laws" means collectively, the Act, the Rules, and the
       published and promulgated orders and decisions of the Commission to
       which TerraCom is subject by virtue of its business activities.

    f. "Compliance Plan" means the compliance obligations, programs, and
       procedures described in this Consent Decree at paragraph 14.

    g. "Covered Employees" means all employees and agents of TerraCom who
       perform, or supervise, oversee, or manage the performance of, duties
       that relate to TerraCom's responsibilities under the Communications
       Laws, including the Lifeline Rules.

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

    i. "ETC" means an eligible telecommunications carrier designated pursuant
       to 47 U.S.C. S 214(e).

    j. "Investigation" means the investigation initiated by the Bureau in
       File No. EB-12-IH-1351 regarding possible violations of Sections
       54.403(a), 54.407, 54.409, 54.413, and 54.414 of the Rules.

    k. "Lifeline" is a federal benefit program under which an ETC offers a
       retail telecommunications service to qualifying low-income consumers,
       who pay reduced or no monthly service charges as a result of
       application of the Lifeline support from the USF.

    l. "Lifeline Rules" means the federal regulatory obligations concerning
       the provision of Lifeline Service and Link Up Service.

    m. "Lifeline Service" means telecommunications service offered under the
       Lifeline program.

    n. "Link Up" is a federal benefit program under which an ETC offers
       qualifying low-income consumers discounts on the initial costs of
       installing telephone service.

    o. "Link Up Service" means the ETC's act of commencing telecommunications
       service to a single telecommunications connection offered under the
       Link Up program.

    p. "Operating Procedures" means the standard, internal operating
       procedures and compliance policies established by TerraCom to
       implement the Compliance Plan.

    q. "Parties" means TerraCom, Inc. and the Bureau, each of which is a
       "Party."

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

    s. "TerraCom" or "Company" means TerraCom, Inc. and its
       predecessors-in-interest and successors-in-interest.

    t. "USF" means the Universal Service Fund.

   II. BACKGROUND

    3. Lifeline and Link Up are federal benefit programs that ensure the
       availability of telecommunications services for eligible low-income
       households by providing discounts on basic telephone service.^ These
       programs are part of the USF and help qualifying consumers have the
       opportunities and security that phone service brings, including being
       able to connect to jobs, family members, and emergency services.
       Lifeline provides a single discounted wireline or wireless phone
       service to each qualifying low-income consumer's household.^ Link Up
       provides some of those consumers with discounts on the initial costs
       of installing telephone service.^ An ETC designated under the Act ^ ^
       that provides Lifeline or Link Up Service may seek and receive
       reimbursement from the USF for revenues it forgoes in providing the
       discounted services to eligible customers.^ Section 254(e) of the Act
       provides that an ETC that receives such support "shall use that
       support only for the provision, maintenance, and upgrading of
       facilities and services for which the support is intended."^

    4. The Lifeline Rules establish explicit requirements that ETCs must meet
       to receive federal low-income support.^ Section 54.407(a) of the Rules
       states that Lifeline support "shall be provided directly to an
       eligible telecommunications carrier, based on the number of actual
       qualifying low-income consumers it serves."^ The Rules define a
       "qualifying low-income consumer" as one who--among other things--"must
       not already be receiving a Lifeline service;" in addition, "there must
       not be anyone else in the subscriber's household subscribed to a
       Lifeline service."^ Section 54.403(a) of the Rules specifies that an
       ETC may receive $9.25 per month for each qualifying low-income
       consumer receiving Lifeline Service and up to an additional $25 per
       month if the consumer resides on Tribal lands.^ Until April 2012, each
       ETC could also receive Link Up support, a one-time reimbursement for
       installation costs associated with each new qualifying consumer's
       account.^ ETCs are required to pass these discounts along to eligible
       low-income consumers.

    5. In addition to verifying customer eligibility,^ ETCs have an ongoing
       duty to ensure that they provide Lifeline service to no more than one
       qualified consumer per household.^ This obligation requires, among
       other steps, that each ETC search its own internal records before
       signing up a customer for Lifeline Service to ensure that the ETC does
       not already provide Lifeline Service to someone in the same
       household.^ Additionally, an ETC must implement policies and
       procedures to ensure that its Lifeline subscribers are eligible to
       receive Lifeline services.^ An ETC receives duplicative support, in
       violation of the Rules, when it concurrently receives Lifeline support
       or Link Up support for two or more subscribers in a household.^

    6. The Universal Service Administrative Company (USAC) administers the
       Lifeline and Link Up programs. ETCs that provide qualifying low-income
       consumers with Lifeline or Link Up discounts file FCC Form 497 with
       USAC, either quarterly or monthly, to request support that reimburses
       them for providing service at the discounted rates. An ETC's FCC Form
       497 documents the number of low-income customers served and the total
       amount of Lifeline support claimed by the ETC during the specified
       time period. USAC reviews the claims for reimbursement for consistency
       with the Lifeline Rules, and then disburses support to the ETC in
       accordance with its review. An ETC may revise its Form 497 data within
       12 months after it is submitted. In addition to reviewing claims
       submitted by ETCs, USAC conducts oversight audits and in-depth
       validations (IDVs) to ensure compliance with the Lifeline Rules. In
       2011, the Commission directed USAC to begin conducting IDVs relating
       to Lifeline support after oversight audits had revealed that several
       ETCs were seeking duplicative support.^

    7. On August 26, 2004, the Oklahoma Corporation Commission (Oklahoma
       Commission) designated TerraCom, incorporated and headquartered in
       Oklahoma, as an ETC to provide wireline Lifeline and Link Up Service
       in that state. The Oklahoma Commission authorized TerraCom to provide
       wireless Lifeline and Link Up Service in Oklahoma on August 18, 2011.^

    8. USAC conducted an IDV of the Lifeline benefits received by TerraCom in
       Oklahoma for the month of June, 2012. The IDV revealed that TerraCom
       had received duplicative Lifeline and Link Up support to such extent
       that further inquiry was warranted. Based on the IDV results, the
       Bureau issued a Letter of Inquiry (LOI) to TerraCom on August 28,
       2012.^ The Company responded to the LOI on September 27, 2012, and
       supplemented its responses several times thereafter.^

   III. TERMS OF AGREEMENT

    9. 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.

   10. Jurisdiction. TerraCom agrees that the Bureau has jurisdiction over it
       and the matters contained in this Consent Decree and that the Bureau
       has the authority to enter into and adopt this Consent Decree.

   11. Effective Date; Violations. The Parties agree that this Consent Decree
       shall become effective on the Effective Date. As of 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.

   12. 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. In this regard, TerraCom expressly represents that it
       is unaware of any intentional effort to submit inaccurate Form 497
       data to USAC in order to obtain duplicative support. In consideration
       for the termination of the Investigation, TerraCom agrees to the
       terms, conditions, and procedures contained herein. The Bureau further
       agrees that, in the absence of new material evidence, the Bureau will
       not use the facts developed in this Investigation through the
       Effective Date, 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 TerraCom concerning the matters that
       were the subject of the Investigation. The Bureau also agrees that,
       based solely on the record developed to date in this Investigation,
       and in the absence of new material evidence it will not use the facts
       developed in this Investigation through the Effective Date, 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 TerraCom with respect to TerraCom's basic qualifications,
       including its character qualifications, to be a Commission licensee or
       hold Commission authorizations.

   13. Compliance Officer. Within thirty (30) calendar days after the
       Effective Date, TerraCom shall designate a senior corporate manager
       with the requisite corporate and organizational authority to serve as
       a Compliance Officer and to discharge the duties set forth below. The
       person designated as the Compliance Officer shall be responsible for
       developing, implementing, and administering the Compliance Plan and
       ensuring that TerraCom complies with the terms and conditions of the
       Compliance Plan and this Consent Decree. In addition to the general
       knowledge of the Communications Laws necessary to discharge his/her
       duties under this Consent Decree, the Compliance Officer shall have
       specific knowledge of the Lifeline Rules prior to assuming his/her
       duties.

   14. Compliance Plan. For purposes of settling the matters set forth
       herein,  TerraCom agrees that it shall, within sixty (60) calendar
       days after the Effective Date, develop and implement a Compliance Plan
       designed to ensure future compliance with the Communications Laws, and
       with the terms and conditions of this Consent Decree. With respect to
       the Lifeline Rules, TerraCom shall implement the following components:

    a. Operating Procedures. Within sixty (60) calendar days after the
       Effective Date, TerraCom shall establish Operating Procedures that all
       Covered Employees shall follow to help ensure TerraCom's compliance
       with the Lifeline Rules. In addition to implementing the required
       policies and procedures in Section 54.410 of the Rules, TerraCom's
       Operating Procedures shall include internal procedures and policies
       specifically designed to ensure that TerraCom keeps accurate records
       of revenues it forgoes in providing Lifeline Service; that it provide
       Lifeline Service only to qualifying low-income consumers; and that it
       submits accurate claims for reimbursement for providing Lifeline
       Service. TerraCom shall also develop a Compliance Checklist that
       describes the steps that a Covered Employee must follow to ensure
       compliance with the Lifeline Rules.

    b. Compliance Manual. Within sixty (60) calendar days after the Effective
       Date, the Compliance Officer shall develop and distribute a Compliance
       Manual to all Covered Employees. The Compliance Manual shall explain
       the Communications Laws that apply to TerraCom, including the Lifeline
       Rules, and set forth the Operating Procedures that Covered Employees
       shall follow to help ensure TerraCom's compliance with the Lifeline
       Rules. TerraCom shall periodically review and revise the Compliance
       Manual as necessary to ensure that the information set forth therein
       remains current and accurate. TerraCom shall distribute any revisions
       to the Compliance Manual promptly to Covered Employees. The Compliance
       Manual will require personnel, including Covered Employees, to contact
       TerraCom's Compliance Officer and, if appropriate, regulatory legal
       counsel, with any questions or concerns that arise with respect to
       TerraCom's obligations under the Lifeline Rules.

    c. Compliance Training Program. TerraCom shall establish and implement a
       Compliance Training Program on compliance with the Communications
       Laws, including the Lifeline Rules, and the Operating Procedures. As
       part of the Compliance Training Program, Covered Employees shall be
       advised of TerraCom's obligation to report any noncompliance with the
       Lifeline Rules under paragraph 15 of this Consent Decree and shall be
       instructed on how to disclose noncompliance to the Compliance Officer.
       All Covered Employees shall be trained pursuant to the Compliance
       Training Program within sixty (60) calendar days after the Effective
       Date. Any person who becomes a Covered Employee at any time after the
       initial Compliance Training Program shall be trained within thirty
       (30) calendar days after the date such person becomes a Covered
       Employee. TerraCom shall repeat the compliance training on an annual
       basis, and shall periodically review and revise the Compliance
       Training Program as necessary to ensure that it remains current and
       complete and to enhance its effectiveness.

   15. Reporting Noncompliance. TerraCom shall report any noncompliance with
       the Lifeline Rules and with the terms and conditions of this Consent
       Decree within fifteen (15) calendar days after discovery of such
       noncompliance. Such reports shall include a detailed explanation of
       (i) each instance of noncompliance; (ii) the steps that TerraCom has
       taken or will take to remedy such noncompliance; (iii) the schedule on
       which such remedial actions will be taken; and (iv) the steps that
       TerraCom has taken or will take to prevent the recurrence of any such
       noncompliance. All reports of noncompliance shall be submitted to the
       Chief, Investigations and Hearings Division, Enforcement Bureau,
       Federal Communications Commission, Room 3-C330, 445 12th Street, S.W.
       Washington, D.C. 20554, with a copy submitted electronically to
       Theresa Z. Cavanaugh at Terry.Cavanaugh@fcc.gov, Pamela S. Kane at
       Pamela.Kane@fcc.gov, William Kehoe at William.Kehoe@fcc.gov, and Mindy
       Littell at Mindy.Littell@fcc.gov.

   16. Compliance Reports. TerraCom 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 thirty-six (36) months after the Effective
       Date.

    a. Each Compliance Report shall include a detailed description of
       TerraCom's efforts during the relevant period to comply with the terms
       and conditions of this Consent Decree and the Lifeline Rules. In
       addition, each Compliance Report shall include a certification by the
       Compliance Officer, as an agent of and on behalf of TerraCom, stating
       that the Compliance Officer has personal knowledge that TerraCom (i)
       has established and implemented the Compliance Plan; (ii) has utilized
       the Operating Procedures since the implementation of the Compliance
       Plan; and (iii) is not aware of any instances of noncompliance with
       the terms and conditions of this Consent Decree, including the
       reporting obligations set forth in paragraph 15  of this Consent
       Decree.

    b. The Compliance Officer's certification shall be accompanied by a
       statement explaining the basis for such certification and shall comply
       with Section 1.16 of the Rules^ and be subscribed to as true under
       penalty of perjury in substantially the form set forth in Section
       1.16.

    c. If the Compliance Officer cannot provide the requisite certification,
       the Compliance Officer, as an agent of and on behalf of TerraCom,
       shall provide the Commission with a detailed explanation of the
       reason(s) why and describe fully (i) each instance of noncompliance;
       (ii) the steps that TerraCom 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 TerraCom has taken or
       will take to prevent the recurrence of any such noncompliance,
       including the schedule on which such preventive action will be taken.

    d. All Compliance Reports shall be submitted to the Chief, Investigations
       & 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
       Terry.Cavanaugh@fcc.gov, Pamela S. Kane at Pamela.Kane@fcc.gov,
       William Kehoe at William.Kehoe@fcc.gov, and Mindy Littell at
       Mindy.Littell@fcc.gov.

   17. Termination Date. Unless stated otherwise, the obligations set forth
       in paragraphs 13 through 16 of this Consent Decree shall expire
       thirty-six (36) months after the Effective Date.

   18. 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 TerraCom 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 TerraCom with the Communications Laws.

   19. Reimbursement to the Universal Service Fund. TerraCom agrees that it
       shall reimburse the Universal Service Fund in an amount totaling Four
       Hundred Two Thousand Seven Hundred Sixty dollars ($402,760), which
       constitutes the amount of support received by the Company to which it
       was not entitled, plus accrued interest (Reimbursement Payment).
       TerraCom represents that it has submitted to USAC revised Form 497
       reimbursement requests, and other appropriate documentation, to enable
       recovery of this Reimbursement Payment (except that the accrued
       interest portion of the Reimbursement Payment shall be made to USAC
       within thirty (30) calendar days after the Effective Date). TerraCom
       acknowledges and agrees that upon execution of this Consent Decree,
       the Reimbursement Payment shall become a "Claim" or "Debt" as defined
       in 31 U.S.C. S 3701(b)(1).^

   20. Voluntary Contribution. TerraCom agrees that it will make a voluntary
       contribution to the United States Treasury in the aggregate amount of
       Four Hundred Forty Thousand dollars ($440,000) (Voluntary
       Contribution). Such Voluntary Contribution shall be made in
       installments (each an Installment Payment). The first Installment
       Payment in the amount of One Hundred Ten Thousand dollars ($110,000)
       is due within thirty (30) calendar days after the Effective Date. The
       balance of the Voluntary Contribution will be made in three payments
       of One Hundred Ten Thousand dollars ($110,000), payable on July 1,
       2013, October 1, 2013, with the final payment due on January 1, 2014
       (Maturity Date). TerraCom acknowledges and agrees that upon execution
       of this Consent Decree, the Voluntary Contribution and each
       Installment Payment shall become a "Claim" or "Debt" as defined in 31
       U.S.C. S 3701(b)(1).^ Upon an Event of Default (as defined below), all
       procedures for collection as permitted by law may, at the Commission's
       discretion, be initiated. In addition, TerraCom agrees that it will
       make the first and all subsequent Installment Payments in United
       States Dollars without further demand or notice by the dates specified
       above. TerraCom shall also send electronic notification of payment to
       Theresa Z. Cavanaugh at Terry.Cavanaugh@fcc.gov, Pamela S. Kane at
       Pamela.Kane@fcc.gov, William Kehoe at William.Kehoe@fcc.gov, and Mindy
       Littell at Mindy.Littell@fcc.gov on the date said Installment Payment
       is made. The Installment Payment must be made by check or similar
       instrument, wire transfer, or credit card, and must include the
       Account number and FRN referenced above. Regardless of the form of
       payment, a completed 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).   Below are additional
       instructions you should follow based on the form of payment you
       select:

     * Payment by check or money order must be made payable to the order of
       the Federal Communications Commission.  Such payments (along with the
       completed Form 159) must be mailed to Federal Communications
       Commission, P.O. Box 979088, St. Louis, MO 63197-9000, or sent
       via overnight mail to U.S. Bank - Government Lockbox #979088,
       SL-MO-C2-GL, 1005 Convention Plaza, St. Louis, MO 63101.

     * Payment by wire transfer must be made to ABA Number 021030004,
       receiving bank TREAS/NYC, and Account Number 27000001.  To complete
       the wire transfer and ensure appropriate crediting of the wired funds,
       a completed Form 159 must be faxed to U.S. Bank at (314) 418-4232 on
       the same business day the wire transfer is initiated.

     * Payment by credit card must be made by providing the required credit
       card information on FCC Form 159 and signing and dating the Form 159
       to authorize the credit card payment. The completed Form 159 must then
       be mailed to Federal Communications Commission, P.O. Box 979088, St.
       Louis, MO 63197-9000, or sent via overnight mail to U.S. Bank -
       Government Lockbox #979088, SL-MO-C2-GL, 1005 Convention Plaza, St.
       Louis, MO 63101.

   If you have questions regarding payment procedures, please contact the
   Financial Operations Group Help Desk by phone, 1-877-480-3201, or by
   e-mail, ARINQUIRIES@fcc.gov.

   21. Event of Default. TerraCom agrees that an Event of Default shall occur
       upon the failure by TerraCom to pay the full amount of any Installment
       Payment on or before the due date specified in this Consent Decree.

   22. Interest, Charges for Collection, and Acceleration of Maturity Date.
       After an Event of Default has occurred under this Consent Decree, the
       then unpaid amount of the Voluntary Contribution shall accrue
       interest, computed using the U.S. Prime Rate in effect on the date of
       the Event of Default plus 4.75 percent, from the date of the Event of
       Default until payment in full. Upon an Event of Default, the then
       unpaid amount of the Voluntary Contribution, together with interest,
       as aforesaid, any penalties permitted and/or required by the law,
       including but not limited to 31 U.S.C. S 3717 and administrative
       charge(s), plus the costs of collection, litigation, and attorneys'
       fees, shall become immediately due and payable, without notice,
       presentment, demand, protest, or notice of protest of any kind, all of
       which are waived by TerraCom.

   23. Waivers. TerraCom waives any and all rights it may have to seek
       administrative or judicial reconsideration, review, appeal or stay, or
       to otherwise challenge or contest the validity of this Consent Decree
       and the Adopting Order, provided the Bureau issues the Adopting Order
       as defined herein. TerraCom 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 TerraCom nor the Commission shall contest the
       validity of the Consent Decree or the Adopting Order, and TerraCom
       shall waive any statutory right to a trial de novo. TerraCom 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.

   24. 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.

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

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

   27. Final Settlement. The Parties agree and acknowledge that this Consent
       Decree shall constitute a final settlement between the Parties with
       respect to the Investigation. 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 Communications Laws, or any other
       laws. The Parties also agree that this Consent Decree does not
       constitute an admission of liability by TerraCom or a concession by
       the Commission that its investigation was not well-founded.

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

   29. 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.

   30. Authorized Representative. The individual signing this Consent Decree
       on behalf of TerraCom represents and warrants that he is authorized by
       TerraCom to execute this Consent Decree and to bind TerraCom to the
       obligations set forth herein. The FCC signatory represents that she is
       signing this Consent Decree in her official capacity and that she is
       authorized to execute this Consent Decree.

   31. 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
   ________________________________ Dale R. Schmick Vice President TerraCom,
   Inc. ________________________________ Date




   ^ 47 C.F.R. SS 54.403(a), 54.407, 54.409, 54.413, 54.414.

   ^ 47 U.S.C. SS 154(i), 154(j), 503(b).

   ^ 47 C.F.R. SS 0.111, 0.311.

   ^ 47 C.F.R. SS 54.403(a), 54.407, 54.409, 54.413, 54.414.

   ^ See 47 C.F.R. SS 54.400-54.422.

   ^ 47 C.F.R. S 54.401. See also 47 C.F.R. S 54.400(h) (defining "household"
   as "any individual or group of individuals who are living together at the
   same address as one economic unit"); Lifeline and Link Up Reform and
   Modernization, Report and Order and Further Notice of Proposed Rulemaking,
   27 FCC Rcd 6656, 6760, para. 241 (2012) (Lifeline Reform Order) (noting
   that the cost of wireless handsets are not supported by the Lifeline
   program).

   ^ 47 C.F.R. S 54.413(a).

   ^ 47 U.S.C. S 254(e) (providing that "only an eligible telecommunications
   carrier designated under section 214(e) of this title shall be eligible to
   receive specific Federal universal service support");  47 U.S.C. S 214(e)
   (prescribing the method by which carriers are designated as ETCs).

   ^ 47 C.F.R. S 54.403.

   ^ 47 U.S.C. S 254(e).

   ^ See 47 U.S.C. S 254(a)-(c), (e); 47 C.F.R. SS 54.400-54.422.

   ^ 47 C.F.R. S 54.407(a).

   ^ 47 C.F.R. SS 54.400(a), 54.409(c).

   ^ 47 C.F.R. S 54.403(a).

   ^ See 47 C.F.R. S 54.413(a) (amended effective April 1, 2012, to restrict
   Link Up support to ETCs serving eligible residents of Tribal lands for
   which the ETCs also receive high-cost support); see also 47 C.F.R. S
   54.414 (setting forth requirements for ETC reimbursement for Tribal Link
   Up provided pursuant to Section 54.413 of the Rules).

   ^ ETCs must obtain a certification, under penalty of perjury, that the
   consumer and the other members of his or her household do not already
   receive Lifeline-supported service. See 47 C.F.R. S 54.410(d)(3)(vi).

   ^ See Lifeline and Link Up Reform and Modernization, Report and Order, 26
   FCC Rcd 9022, 9026, para. 7 (2011) (Lifeline Duplicates Order).

   ^ See Lifeline Reform Order, 27 FCC Rcd at 6691, para. 78.

   ^ 47 C.F.R. S 54.410(a).

   ^ 47 C.F.R. S 54.400(g).

   ^ See Lifeline Duplicates Order, 26 FCC Rcd at 9026, para. 7.

   ^ See Oklahoma Corporation Commission, "Eligible Telecommunications
   Carriers,"
   http://www.occeweb.com/pu/ETC%20Designation/2012-11-01ETCInformationreport.pdf
   http://www.occeweb.com/pu/ETC%20Designation/2012-11-01ETCInformationreport.pdfhttp://www.occeweb.com/pu/ETC%20Designation/2012-11-01ETCInformationreport.pdf
   (last visited Feb. 22, 2013). TerraCom also provides Lifeline service in
   Arkansas, Indiana, Maryland, Nevada, Texas, West Virginia, Iowa,
   Louisiana, Puerto Rico, and Wisconsin.

   ^ See Letter of Inquiry from Theresa Z. Cavanaugh, Chief, Investigations
   and Hearings Division, FCC Enforcement Bureau, to Jonathan D. Lee, Esq.,
   Counsel for TerraCom (dated Aug. 28, 2012) (on file in EB-12-IH-1351)
   (LOI).

   ^ See TerraCom LOI Responses (submitted Sept. 27, 2012) and supplemental
   responses submitted by TerraCom on Oct. 22, Oct. 23, Oct. 24, Nov. 5, Dec.
   5, and Dec. 14, 2012.

   ^ 47 C.F.R. S 1.16.

   ^ 47 U.S.C. S 208.

   ^ Debt Collection Improvement Act of 1996, Pub. L. No. 104-134, 110 Stat.
   1321, 1358 (Apr. 26, 1996).

   ^ Id.

   ^ An FCC Form 159 and detailed instructions for completing the form may be
   obtained at http://www.fcc.gov/Forms/Form159/159.pdf.

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

   Federal Communications Commission DA 13-285

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   Federal Communications Commission DA 13-285