**Before the**

**Federal Communications Commission**

**Washington, D.C. 20554**

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| In the Matter of                 | *  | File No. EB-03-IH-0366       |
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| WestCom Corporation              | ** | Acct. No. 200432080021       |
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**ORDER**

**Adopted: March 12, 2004 Released: March 16, 2004**

By the Chief, Enforcement Bureau:

1.  In this Order, we adopt a Consent Decree terminating an
    investigation into possible violations by WestCom Corporation
    ("WestCom") of sections 54.706, 54.711, 54.713, and related
    provisions of the Commission's rules ("Rules"), 47 C.F.R. §§ 54.706,
    54.711 and 54.713, in connection with the universal service support
    mechanism reporting and contribution requirements.[^1]

2.  The Enforcement Bureau ("Bureau") and WestCom have negotiated the
    terms of the Consent Decree. A copy of the Consent Decree is
    attached hereto and incorporated by reference.

3.  We have reviewed the terms of the Consent Decree and evaluated the
    facts before us. We believe that the public interest would be served
    by approving the Consent Decree and terminating the investigation.

4.  Based on the record before us, and in the absence of material new
    evidence relating to this matter, we conclude that there are no
    substantial or material questions of fact as to whether WestCom
    possesses the basic qualifications, including those related to
    character, to hold or obtain any Commission license or
    authorization.

5.  We deem the adopted Consent Decree to satisfy the requirements of
    the Citation provisions under subsections 503(b)(5)(A)-(B) of the
    Communications Act of 1934, as amended.[^2]

6.  Accordingly, **IT IS ORDERED**, pursuant to Sections 4(i), 4(j), and
    503(b)(5) of the Communications Act of 1934, as amended, 47 U.S.C.
    §§ 154(i), 154(j), and 503(b)(5), and the authority delegated by
    section 0.111 and 0.311 of the Commission's rules, 47 C.F.R.
    §§ 0.111, 0.311, that the attached Consent Decree **IS ADOPTED**.

7.  IT **IS FURTHER ORDERED** that the above-captioned investigation
    **IS TERMINATED**.

FEDERAL COMMUNICATIONS COMMISSION

David H. Solomon

Chief, Enforcement Bureau

**Before the**

**Federal Communications Commission**

**Washington, D.C. 20554**

+----------------------------------+----+------------------------------+
| In the Matter of                 | *  | File No. EB-03-IH-0366       |
|                                  | *) |                              |
| WestCom Corporation              | ** | Acct. No. 200432080021       |
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|                                  | *  | FRN No. 0009-6760-99         |
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**CONSENT DECREE**

1.  The Enforcement Bureau (the "Bureau") of the Federal Communications
    Commission (the "Commission") and WestCom Corporation ("WestCom" or
    the "Company"), by their respective authorized representatives,
    hereby enter into this Consent Decree for the purpose of terminating
    the Bureau's investigation into whether WestCom violated the
    universal service reporting and contribution requirements of Section
    254 of the Communications Act of 1934, as amended (the "Act"), 47
    U.S.C. § 254, and of Sections 52.17, 52.32, 54.706, 54.711, 54.713,
    and 64.1195 of the Commission's Rules, 47 C.F.R. §§ 52.17, 52.32,
    54.706, 54.711, 54.713, and 64.1195.

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

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(a) The "Act" means the Communications Act of 1934, as amended, 47
    U.S.C. §§ 151 *et seq.*

(b) "Adopting Order" or "Order" means an order of the Commission or the
    Bureau adopting this Consent Decree.

(c) The "Bureau" means the Enforcement Bureau of the Federal
    Communications Commission.

(d) The "Commission" or "FCC" means the Federal Communications
    Commission.

(e) "Effective Date" means the date on which the Commission or the
    Bureau releases the Order.

(f) "Investigation" means the investigation initiated by the Bureau's
    September 10, 2003 letter of inquiry concerning possible violations
    of the Rules.

(g) "Parties" means WestCom and the Bureau.

(h) "Rules" means the Commission's regulations set forth in Title 47 of
    the Code of Federal Regulations.

(i) "WestCom" or the "Company" means WestCom Corporation and all
    parents, subsidiaries, divisions and affiliates, and each of their
    respective officers, directors, employees, agents, representatives,
    or any other person acting or purporting to act on behalf of
    WestCom, or its successors or assigns.

# Background

9.  Pursuant to section 254(d) of the Act and sections 54.706, 54.711,
    and 54.713 of the Rules, telecommunications carriers that provide
    interstate telecommunications services and private service providers
    that provide interstate telecommunications are required to file
    annual and quarterly Telecommunications Reporting Worksheets (FCC
    Forms 499-A and FCC Form 499-Q) and contribute to the Universal
    Service Fund. 47 U.S.C. § 254(d); 47 C.F.R. §§ 54.706, 54.711 and
    54.713. Sections 52.17 and 52.32 of the Rules require all
    telecommunications carriers to contribute to the costs of
    establishing numbering administration and long-term number
    portability, respectively. Section 64.1195 of the Rules requires all
    telecommunications carriers to register using Form 499-A.

10. WestCom offers local and long distance private line voice and data
    services to business customers, predominantly in the financial
    industry. On September 10, 2003, the Bureau issued a letter of
    inquiry ("LOI") initiating an investigation regarding WestCom's
    compliance with its universal service and other reporting and
    contribution obligations associated with Forms 499-A and 499-Q.[^3]
    In its filings and discussions with the Bureau, WestCom stated that
    prior to its receipt of the LOI, WestCom anonymously had sought
    guidance from the Wireline Competition Bureau and from the Universal
    Service Administrative Company ("USAC") regarding voluntary payment
    of past universal service contribution obligations and had advised
    USAC of its intention to pay in full all such amounts. On October 3,
    2003, WestCom submitted to USAC Forms 499-A and 499-Q for prior
    periods (the "Forms") for which WestCom had not made universal
    service support contributions. Based on the Forms, USAC calculated
    WestCom's obligation and issued three substantial, multi-million
    dollar invoices. On November 15, 2003, December 15, 2003, and
    January 15, 2004, WestCom timely paid, in full, each of the
    invoices.

# Agreement

11. The Parties agree that the provisions of this Consent Decree shall
    be subject to final approval by the Bureau, through the entry of the
    Order, which shall immediately resolve and terminate the
    Investigation.

12. 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 with the
    requirements of the Act or the Commission's rules and orders. The
    Parties agree that this Consent Decree is for settlement purposes
    only and that by agreeing to this Consent Decree, WestCom does not
    admit or deny liability for violating any statute, regulation, or
    administrative rule in connection with the matters that are the
    subject of this Consent Decree.

13. WestCom agrees that it has implemented or will implement, within
    thirty (30) calendar days after the Bureau releases the Order
    adopting this Consent Decree, an internal compliance program (the
    "Program") to ensure WestCom's future compliance with the Act, the
    Commission's rules, and the Commission's orders. The program will
    include, at a minimum, the following components:

> **Compliance Manual.** The Company shall develop and update as
> necessary a Compliance Manual. Company personnel shall have ready
> access to the Compliance Manual and are to follow the procedures
> contained in it. The Compliance Manual will describe the universal
> service rules and requirements as they apply to WestCom. The
> Compliance Manual will encourage personnel to contact the Company\'s
> Legal Department, the Company's Chief Executive and/or Chief Financial
> Officer with any questions or concerns that arise.
>
> **Compliance Training Program**. The Company shall establish an FCC
> compliance-training program for employees who engage in activities
> subject to FCC regulation. Training sessions will be conducted (i) at
> least annually to ensure compliance with the Act and the FCC\'s
> regulations and policies and (ii) for any new employee, within the
> first thirty (30) days of employment.
>
> **Designated Contact**. The Company will designate one employee as the
> point of contact for all regulatory compliance matters.
>
> **Review and Monitoring**. The Company will review the Program
> annually to ensure that it is maintained in a proper manner and
> continues to address the objectives set forth herein.
>
> **Supplemental Measures**. The Program will be supplemented by
> membership in a trade organization and other means of keeping
> responsible Company personnel informed of FCC regulatory compliance
> requirements.

14. WestCom agrees that in the event it shall fail, after the Effective
    Date, to timely file a FCC Form 499-A or Form 499-Q, or make on a
    timely basis a required contribution to the Universal Service Fund,
    it will make a voluntary contribution to the United States Treasury
    equal to (a) \$25,000 for the first such failure, (b) \$100,000 for
    the second such failure, or (c) \$250,000 for the third and any
    subsequent such failure. Any voluntary contribution under this
    Paragraph 8 must be made by check, wire transfer or money order
    drawn to the order of the Federal Communications Commission and the
    check, wire transfer, or money order shall reference "Acct. No.
    200432080021" and "FRN No. 0009-6760-99." If WestCom makes any
    payments by check or money order, it must mail the check or money
    order to: the Forfeiture Collection Section, Finance Branch, Federal
    Communications Commission, P.O. Box 73482, Chicago, Illinois,
    60673-7482. If WestCom makes any payment by wire transfer, it must
    wire such payment in accordance with Commission procedures for wire
    transfers. WestCom must make any voluntary contribution under this
    Paragraph 8 within thirty (30) days of notice to WestCom from USAC
    or the Commission that WestCom has failed to timely file a FCC Form
    499-A or Form 499-Q, or make a required contribution.

15. The Parties agree that this Consent Decree and WestCom's December 9,
    2003 meeting with the Bureau staff are deemed to satisfy the
    requirements of the Citation provisions under subsections
    503(b)(5)(A)--(B) of the Act, 47 U.S.C. §§ 503(b)(5)(A)-(B).

16. The Parties agree that this Consent Decree shall become effective on
    the Effective Date and, except for paragraph 9, shall expire two (2)
    years after the Effective Date. On the Effective Date, the Order and
    this Consent Decree shall have the same force and effect as any
    other order of the Commission. Any material violation of any term of
    this Consent Decree shall constitute a violation of a Commission
    order entitling the Commission to exercise any rights and remedies
    attendant to the enforcement of a Commission order.

17. This Consent Decree and Order may be extended by the Bureau upon a
    final, non-appealable judicial or administrative ruling that WestCom
    has materially failed to comply with the terms of this Consent
    Decree.

18. WestCom acknowledges that the Bureau has jurisdiction over it and
    this matter, and has the authority to enter into, and adopt, this
    Consent Decree.

19. WestCom 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, provided the Order adopts this Consent Decree without change,
    addition, or modification.

20. The Parties agree that if WestCom, the Commission or the United
    States on behalf of the Commission, brings a judicial action to
    enforce the terms of the Order adopting this Consent Decree, neither
    WestCom nor the Commission shall contest the validity of the Consent
    Decree or the Order, and WestCom will waive any statutory right to a
    trial *de novo* regarding the terms or validity of the Consent
    Decree. WestCom, however, may present evidence that it has not
    violated the Consent Decree.

21. WestCom agrees to waive any claims it may otherwise have under the
    Equal Access to Justice Act, Title 5 U.S.C. § 504 and 47 C.F.R.
    §§ 1.1501 *et seq*.

22. In express reliance on the covenants and representations in this
    Consent Decree, the Bureau agrees to terminate the Investigation
    without any finding of liability on the part of WestCom. This
    Consent Decree shall constitute a final settlement between the
    Parties of the Investigation.

23. The Bureau agrees that, in the absence of material new evidence
    related to the matters that were the subject of the Investigation,
    it will not institute, on its own motion, any new proceeding, formal
    or informal, or take any action on its own motion against WestCom
    for possible past violations of the contribution rules of the
    Commission in connection with the universal service and other
    reporting and contribution requirements. The Bureau also agrees
    that, in the absence of material new evidence related to these
    matters, it will not use the facts developed in the 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 to take any action on its own motion, against WestCom
    concerning the matters that were the subject of the Investigation.
    The Bureau further agrees that, in the absence of material new
    evidence related to these matters, 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 WestCom with respect to its basic qualifications,
    including its character qualifications, to be a Commission licensee
    or with respect to compliance with the Commission's rules and
    policies.

24. Nothing in this Consent Decree shall prevent the Commission from
    adjudicating formal or informal complaints filed against the Company
    pursuant to Section 208 of the Act, 47 U.S.C. § 208. Similarly,
    nothing in this Consent Decree is dispositive with respect to the
    rights of any third party or complainant who has filed or may file a
    formal or informal complaint against the Company pursuant to Section
    208 of the Act, 47 U.S.C. § 208. If any such complaint is made, the
    adjudication of that complaint will be based solely on the record
    developed in that proceeding and the Bureau shall not use any facts
    developed through the Investigation in any such proceeding.
    Moreover, the existence of this Consent Decree and the Order shall
    not be submitted in any proceeding, legal or otherwise, other than
    to enforce this Consent Decree and Order, as evidence of any act or
    omission by WestCom, and shall not be deemed an admission or denial
    by WestCom of any fact introduced therein.

25. Nothing in this Consent Decree shall preclude WestCom from
    petitioning the Commission for relief as to future obligations under
    Section 254 of the Act and the Commission's Rules.

26. The Parties agree that the effectiveness of this Consent Decree is
    expressly contingent upon the Bureau's issuance of the Order
    adopting the Consent Decree without change, addition, or
    modification.

27. In the event that this Consent Decree 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.

28. 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 WestCom does not consent) that
    provision will be superseded by such Commission rule or order.

29. This Consent Decree may be signed in counterparts.

**For the Enforcement Bureau**

**Federal Communications Commission**

By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Date:
\_\_\_\_\_\_\_\_\_

David H. Solomon

Chief, Enforcement Bureau

**For WestCom Corporation**

By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Date:
\_\_\_\_\_\_\_\_\_

Michael Hirtenstein\
President

[^1]: *See* Letter from William H. Davenport, Deputy Chief,
    Investigations and Hearings Division, Enforcement Bureau, to Michael
    Hirtenstein, President and Chief Executive Officer, WestCom
    Corporation, dated September 10, 2003 ("LOI").

[^2]: *See* 47 U.S.C. §§ 503(b)(5)(A) -- (B); Consent Decree at ¶ 9.

[^3]: *See* Letter from William H. Davenport, Deputy Chief,
    Investigations and Hearings Division, Enforcement Bureau, to Michael
    Hirtenstein, President and Chief Executive Officer, WestCom
    Corporation, dated September 10, 2003.