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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                                 )                           
                                                                             
                                                 )                           
                                                                             
                                                 )                           
     In the Matter of                                                        
                                                 )                           
     PUERTO RICO TELEPHONE COMPANY, INC.             File No. EB-09-IH-0023  
                                                 )                           
     Licensee of Various Authorizations in the       NAL Acct. No.           
     Wireless Radio Services and Participant     )   201132080001            
     in Auction 73                                                           
                                                 )   FRN No. 0001731470      
     AMERICA MOVIL, S.A.B. de C.V                                            
                                                 )   FRN No. 0015025067      
     Parent of Puerto Rico Telephone Company,                                
     Inc.                                        )                           
                                                                             
                                                 )                           
                                                                             
                                                 )                           
                                                                             
                                                 )                           


                                 CONSENT DECREE

   1. The Enforcement Bureau of the Federal Communications Commission, Puerto
   Rico Telephone Company, Inc., and America Movil, S.A.B. de C.V., by their
   authorized representatives, hereby enter into this Consent Decree for the
   purpose of resolving the Enforcement Bureau's investigation of compliance
   by Puerto Rico Telephone Company, Inc. and America Movil, S.A.B. de C.V.
   with Section 1.2105(c) of the Commission's Rules, 47 C.F.R. S: 1.2105(c),
   relating to Puerto Rico Telephone Company, Inc.'s participation in
   Commission Auction 73.

   I. 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" means an order of the Bureau adopting this Consent
   Decree without any modifications adverse to PRTC or America Movil.

   c. "America Movil" means America Movil, S.A.B. de C.V., of which PRTC is a
   wholly-owned subsidiary.

   d. "Any" shall be construed to include the word "all," and the word "all"
   shall be construed to include the word "any." Additionally, the word "or"
   shall be construed to include the word "and," and the word "and" shall be
   construed to include the word "or." The word "each" shall be construed to
   include the word "every," and the word "every" shall be construed to
   include the word "each."

   e. "AT&T Mobility" means AT&T Mobility Spectrum, L.L.C., a participant in
   Auction 73 and a wholly-owned subsidiary of AT&T.

   f. "AT&T" means AT&T Inc., parent of AT&T Mobility.

   g. "Bureau" means the FCC's Enforcement Bureau.

   h. "Commission" or "FCC" means the Federal Communications Commission.

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

   j. "Investigation" mean the Bureau's investigation of PRTC's and America
   Movil's compliance with Section 1.2105(c)(1) and (c)(6) of the
   Commission's Rules, 47 C.F.R. S: 1.2105(c)(1) and (c)(6), relating to
   PRTC's participation in Auction 73.

   k. "Parties" means the Bureau, PRTC, and America Movil.

   l. "PRTC" means Puerto Rico Telephone Company, Inc., a participant in
   Auction 73 and a wholly-owned subsidiary of America Movil.

   II. BACKGROUND

   3. PRTC is a telecommunications provider in Puerto Rico. It serves more
   than 1.6 million customers with a variety of advanced services for voice,
   data, broadband, and wireless communications. PRTC is a wholly-owned
   subsidiary of Mexico City-based America Movil, a provider of wireless
   services in Latin America. As of June 30, 2010, America Movil had 211.3
   million wireless subscribers and 27.4 million fixed lines in the Americas.
   AT&T Inc. owns a substantial number (23.6 percent, based on beneficial
   ownership reports filed by AT&T Inc. with the Securities and Exchange
   Commission on August 2, 2010) of voting shares in America Movil. In
   addition, at all relevant times, two AT&T executives sat on America
   Movil's Board of Directors.

   4. Section 1.2105(c)(1) of the Commission's Rules, 47 C.F.R. S:
   1.2105(c)(1), states in pertinent part:

   [A]fter the [FCC Form 175] short-form application filing deadline, all
   applicants for licenses in any of the same geographic license areas are
   prohibited from cooperating or collaborating with respect to, discussing
   with each other, or disclosing to each other in any manner the substance
   of their own, or each other's, or any other competing applicants' bids or
   bidding strategies, or discussing or negotiating settlement agreements,
   until after the down payment deadline, unless such applicants are members
   of a bidding consortium or other joint bidding arrangement identified on
   the bidder's short-form application . . . .

   In addition, Section 1.2105(c)(6) of the Commission's Rules, 47 C.F.R. S:
   1.2105(c)(6), requires that "[a]ny applicant that makes or receives a
   communication of bids or bidding strategies prohibited under [Section
   1.2105(c)(1) of the Commission's Rules ] shall report such communication
   in writing to the Commission immediately, and in no case later than five
   business days after the communication occurs."

   5. PRTC and AT&T Mobility were both participants in Auction 73 for
   licenses in the 700 MHz band. AT&T Mobility selected all 1,099 of the
   licenses available in the auction, and PRTC selected 16 licenses covering
   areas of Puerto Rico and the Virgin Islands. Neither company identified
   the existence of any bidding consortium or joint bidding agreement with
   the other in its short form application. For Auction 73, the prohibitions
   of Section 1.2105(c) applied from 6:00 p.m. ET on December 3, 2007, the
   short-form application filing deadline, until 6:00 p.m. ET on April 3,
   2008, the down payment deadline. Bidding in Auction 73 began on January
   24, 2008, and concluded on March 18, 2008.

   6. On January 16, 2009, AT&T reported by letter to the Commission that it
   had found a document in the files of two of its employees that appeared to
   contain information in a foreign language regarding the participation of
   another applicant in Auction 73. In a subsequent letter to the Commission,
   dated January 23, 2009, AT&T explained that the document consisted of
   minutes, written in Spanish, of a board meeting of America Movil held on
   February 5, 2008, and that a copy of the minutes had been found in the
   files of a third AT&T employee. Thereafter, on January 26, 2009, AT&T
   informed the Commission that it had located a copy of the minutes in the
   files of a fourth AT&T employee. The America Movil minutes found in the
   files of the four AT&T employees contained information revealing the
   amount PRTC was authorized to bid for 700 MHz licenses in Puerto Rico.
   Neither PRTC nor America Movil reported to the Commission that these
   documents were transmitted to AT&T.

   7. On April 6, 2009, the Enforcement Bureau issued a letter of inquiry to
   PRTC and America Movil seeking sworn written responses concerning the
   specific circumstances by which information about PRTC's bids or bidding
   strategy in Auction 73 was communicated by its parent company, America
   Movil, to AT&T, the parent company of AT&T Mobility, another participant
   for licenses in the same auction, and the lack of notification of such
   communication by PRTC to the Commission. The letter of inquiry also sought
   sworn statements concerning the adequacy of safeguards between America
   Movil and AT&T to prevent communications prohibited by Section 1.2105(c)
   of the Commission's Rules, given AT&T's voting and equity interest in
   America Movil. On June 9, 2009, PRTC and America Movil responded to the
   letter of inquiry.

   III. TERMS OF AGREEMENT

   8. Adopting Order. The Parties agree that the provisions of this Consent
   Decree shall be subject to final approval by the Bureau by incorporation
   of such provisions by reference in the Adopting Order without change,
   addition, modification, or deletion.

   9. Jurisdiction. PRTC and America Movil each agrees that the Bureau has
   jurisdiction over it and the matters contained in this Consent Decree and
   has the authority to enter into and adopt this Consent Decree.

   10. Effective Date; Violations. The Parties agree that this Consent Decree
   shall become effective on the date on which the FCC releases the Adopting
   Order. Upon release, the Adopting Order and this Consent Decree shall have
   the same force and effect as any other Order of the Bureau. Any violation
   of the Adopting Order or of the terms of this Consent Decree shall
   constitute a separate violation of a Bureau Order, entitling the Bureau to
   exercise any rights and remedies attendant to the enforcement of a
   Commission Order.

   11. Termination of Investigation. In express reliance on the covenants and
   representations in this Consent Decree and to avoid further expenditure of
   public resources, the Bureau  agrees to terminate its Investigation. In
   consideration for the termination of said Investigation, PRTC and America
   Movil each 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 of the Consent Decree, or the
   existence of this Consent Decree, to institute, on its own motion, any new
   proceeding, formal or informal, or take any action on its own motion
   against PRTC or America Movil concerning the matters that were the subject
   of the Investigation. The Bureau also agrees that it will not use the
   facts developed in this Investigation through the Effective Date of this
   Consent Decree, or the existence of this Consent Decree, to institute on
   its own motion any proceeding, formal or informal, or take any action on
   its own motion against PRTC or America Movil with respect to PRTC's or
   America Movil's basic qualifications, including their character
   qualifications, to be a Commission licensee or hold Commission
   authorizations.

   12. Compliance Plan. For purposes of settling the matters set forth
   herein, PRTC and America Movil each agrees to develop a Compliance Plan
   within 90 calendar days of the Effective Date related to future compliance
   with the Act, the Commission's Rules, and the Commission's Orders
   involving FCC auctions. The requirements of the Compliance Plan shall
   continue for a period of 3 years after the Effective Date. The Compliance
   Plan shall be implemented at least 30 days prior to participation by
   either entity in any future FCC auction. The Compliance Plan shall
   include, at a minimum, the following components:

     a. Definitions - For purposes of this Compliance Plan, the following
        definition shall apply:

         i. "Auctions Personnel" means with respect to America Movil and
            PRTC:

              1. all officers and directors, regardless of their ownership
                 interest in America Movil and PRTC; and

              2. all individuals holding controlling interests in America
                 Movil and PRTC; and

              3. all individual holders of ownership interests amounting to
                 10 percent or more of either company or 10 percent or more
                 of either company's outstanding stock or either company's
                 outstanding voting stock, provided the individual also is an
                 employee of America Movil or PRTC; and

              4. all employees or agents of America Movil or PRTC who are
                 directly involved in America Movil's or PRTC's auction
                 decision-making or auction-related activities, all employees
                 or agents possessing information about America Movil's or
                 PRTC's bids or bidding strategies, and all employees or
                 agents possessing information that is non-public under the
                 Commission's anonymous bidding procedures, including
                 information relating to bidder interests or identities the
                 public disclosure of which is prohibited at any time during
                 the auction process.

         ii. Notwithstanding the provisions in paragraph 12(a)(i), the term
             "Auctions Personnel" shall not include AT&T or its employees.

     b. Auctions Compliance Manual

         i. No later than 30 days prior to the filing with the FCC by either
            America Movil or PRTC of a short form application to participate
            in an auction, America Movil and PRTC shall each distribute an
            Auctions Compliance Manual to their respective company's Auctions
            Personnel. If either company desires to add persons to its
            respective Auctions Personnel subsequent to the date that is 30
            days prior to the filing with the FCC by either America Movil or
            PRTC of a short form application, America Movil or PRTC, as
            appropriate, shall provide such persons with a copy of the
            Auctions Compliance Manual prior to their receiving information
            about America Movil's or PRTC's bids or bidding strategies or any
            information that is non-public under the Commission's anonymous
            bidding procedures, including information relating to bidder
            interests or identities. America Movil and PRTC shall make their
            Auctions Compliance Manuals available in both English and
            Spanish.

         ii. The Auctions Compliance Manual shall include, in greater detail,
             the matters covered in the Compliance Training Program, e.g., an
             overview of the Commission's requirements for participation in
             auctions, including the requirements of the Communications Act
             of 1934, as amended (the "Act"), and the Commission's Rules
             regarding prohibited communications and related reporting
             requirements.

     c. Compliance Training Program

         i. No later than 30 days prior to the filing with the FCC by either
            America Movil or PRTC of a short form application to participate
            in an auction, America Movil and PRTC each shall implement a
            comprehensive Compliance Training Program for the education of
            their respective company's Auctions Personnel, such training to
            be completed prior to the short form filing. If either company
            desires to add persons to its respective Auctions Personnel
            subsequent to the date that is 30 days prior to the filing with
            the FCC by either America Movil or PRTC of a short form
            application, America Movil or PRTC, as appropriate, shall provide
            such persons with compliance training prior to their receiving
            information about America Movil's or PRTC's bids or bidding
            strategies or any information that is non-public under the
            Commission's anonymous bidding procedures, including information
            relating to bidder interests or identities. The purpose of the
            Compliance Training Program shall be to ensure future compliance
            by America Movil and PRTC with all applicable, current
            auction-related rules and regulations and prompt reporting of
            violations thereof. The Compliance Training Program shall include
            an overview of the Commission's requirements for participation in
            auctions, including the requirements of the Act, and the
            Commission's rules regarding prohibited communications and
            related reporting requirements.

     d. Compliance Officer and Compliance Reports

         i. America Movil and PRTC each shall designate an officer of the
            company to serve as its Compliance Officer. Such Compliance
            Officer shall be directly responsible for overseeing compliance
            with all of the requirements of this Compliance Plan.

         ii. The Compliance Officer shall, among other things:

               1. Communicate the substance of this Compliance Plan to all
                  Auctions Personnel.

               2. Oversee and be responsible for all aspects of the
                  Compliance Training Program referenced in paragraph 2,
                  above, including monitoring and evaluating the
                  participation in all educational training sessions provided
                  under the Compliance Training Program;

               3. Maintain auditable records demonstrating compliance with
                  all aspects of this Compliance Plan and produce such
                  records, together with a certified English translation
                  thereof  if the original is written in Spanish, to the
                  Commission upon written request for such within 14 calendar
                  days;

               4. Disclose in a written Disclosure Report, in English, to the
                  Commission within 14 calendar days of any event or
                  occurrence that causes the company to be out of compliance
                  with any provision of this Consent Decree; any provision of
                  this Compliance Plan; and/or any provision of the Act, as
                  amended, and/or the Commission's rules, regulations,
                  policies, or procedures relating to auctions. Such
                  Disclosure Report shall be submitted under penalty of
                  perjury to Chief, Auctions and Spectrum Access Division,
                  Wireless Telecommunications Bureau, and to Chief,
                  Investigations and Hearings Division, Enforcement Bureau.

               5. Act as a point of contact for all personnel within the
                  company who have information relating to any matters that
                  may be self-reported under paragraph 12(d)(ii)(4), above;

               6. Investigate and act upon any known or reported matter that
                  may be self-reported under paragraph 12(d)(ii)(4), above;
                  and

               7. Submit to the Commission in writing a Compliance Report, in
                  English. Each Compliance Report shall be signed by the
                  Compliance Officer who shall certify under penalty of
                  perjury on behalf of the company that the company has been
                  in compliance during the previous 12 month period with all
                  provisions of this Consent Decree; all provisions of this
                  Compliance Plan; all provisions of the Act, and/or the
                  Commission's rules, regulations, policies or procedures
                  relating to auctions. If the Compliance Officer is unable
                  to so certify, he/she shall explain fully and completely
                  why. Each Compliance Report shall also include a
                  certification by the Compliance Officer submitting the
                  report that he/she is familiar with the requirements of the
                  Act, and the rules, regulations and procedures implemented
                  in connection therewith related to FCC auction proceedings.
                  Each such Compliance Report shall be directed to Chief,
                  Auctions and Spectrum Access Division, Wireless
                  Telecommunications Bureau, and to Chief, Investigations and
                  Hearings Division, Enforcement Bureau. The first such
                  Compliance Report shall be submitted no later than 12
                  months after the Effective Date. Subsequent Compliance
                  Reports shall be submitted every 12 months thereafter for
                  the duration of this Compliance Plan.

   13. Voluntary Contribution. PRTC and America Movil collectively agree that
   they shall make a voluntary contribution to the United States Treasury in
   the total amount of $80,000 within ten business days of the Effective
   Date. The payment shall include the NAL/Account Number and FRN Number
   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. Payment by wire transfer may be made to ABA Number
   021030004, receiving bank TREAS/NYC, and account number 27000001. For
   payment by credit card, an FCC Form 159 (Remittance Advice) must be
   submitted. When completing the FCC Form 159, enter the NAL/Account number
   in block number 23A (call sign/other ID), and enter the letters "FORF" in
   block number 24A (payment type code). PRTC and America Movil shall also
   send electronic notification on the date said payment is made to
   Hillary.DeNigro@fcc.gov, Gary.Schonman@fcc.gov and
   William.Knowles-Kellett@fcc.gov.

   14. Waivers. PRTC and America Movil each waives any and all rights it may
   have to seek administrative or judicial reconsideration, review, appeal or
   stay, or to otherwise challenge or contest the validity of this Consent
   Decree and the Order adopting this Consent Decree, provided the Bureau
   issues an Order adopting the Consent Decree without change, addition,
   modification, or deletion. PRTC and America Movil shall retain the right
   to challenge Commission interpretation of the Consent Decree or any terms
   contained herein. If any party to this Consent Decree (or the United
   States on behalf of the Commission) brings a judicial action to enforce
   the terms of the Adopting Order, neither PRTC nor America Movil nor the
   Commission shall contest the validity of the Consent Decree or the
   Adopting Order, and PRTC and America Movil shall waive any statutory right
   to a trial de novo. PRTC and America Movil each hereby agrees to waive any
   claims it may otherwise have under the Equal Access to Justice Act, 5
   U.S.C. S: 504 and 47 C.F.R. S: 1.1501 et seq., relating to the matters
   addressed in this Consent Decree.

   15. 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 PRTC or America Movil does not expressly
   consent) that provision will be superseded by such Commission rule or
   Order.

   16. Successors and Assigns. PRTC and America Movil each agrees that the
   provisions of this Consent Decree shall be binding on its successors and
   assigns.

   17. Final Settlement. The Parties agree and acknowledge that this Consent
   Decree shall constitute full and final settlement between the Parties. The
   Parties further agree that this Consent Decree does not constitute and
   shall not be construed as  (1) an adjudication on the merits; or (2) a
   factual or legal finding or determination; or (3) an admission by America
   Movil or PRTC regarding any compliance or noncompliance with the
   requirements of the Act or the Commission's Rules and/or Orders.

   18. Modifications. This Consent Decree shall not be modified without the
   written consent of all Parties.

   19. 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.

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

   21. 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 Date

   Chief, Enforcement Bureau

   _________________________________ ______________________________

   Francisco J. Silva Date

   Secretary and General Counsel

   Puerto Rico Telephone Company, Inc.

   _________________________________ ______________________________

   Alejandro Cantu Jimenez Date

   Secretary and General Counsel

   America Movil, S.A.B. de C.V.

                                 Federal Communications Commission DA 10-1876

                                       2

                                 Federal Communications Commission DA 10-1876