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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                )                           
                                    File No. EB-08-SE-561   
     In the Matter of           )                           
                                    Acct. No. 201032100017  
     Bluegrass Cellular, Inc.   )                           
                                    FRN No. 0007000854      
                                )                           


                                     order

   Adopted: February 12, 2010 Released: February 12, 2010

   By the Chief, Enforcement Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau ("Bureau") and Bluegrass Cellular, Inc.
       ("Bluegrass"). The Consent Decree terminates an investigation by the
       Bureau into Bluegrass's possible violations of Part 4 of the
       Commission's rules regarding the reporting of network outages.

    2. The Bureau and Bluegrass have negotiated the terms of the Consent
       Decree that resolve this matter. 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 which terminates the investigations.

    4. Based on the record before us, we conclude that our investigations
       raise no substantial or material questions of fact as to whether
       Bluegrass possesses the basic qualifications, including those related
       to character, to hold or obtain any Commission license or
       authorization.

    5. Accordingly, IT IS ORDERED that, pursuant to section 4(i) of the
       Communications Act of 1934, as amended, and sections 0.111 and 0.311
       of the Commission's Rules, the Consent Decree attached to this Order
       IS ADOPTED.

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

    7. IT IS FURTHER ORDERED that a copy of this Order and Consent Decree
       shall be sent by first class mail and certified mail, return receipt
       requested, to Ronald R. Smith, President, Bluegrass Cellular, Inc.,
       2902 Ring Road, Elizabethtown, Kentucky 42702, and to Pamela L. Gist,
       Esq., Lukas, Nace, Gutierrez & Sachs, 1650 Tysons Blvd., Suite 1500,
       McLean, Virginia 22102.

   FEDERAL COMMUNICATIONS COMMISSION

   P. Michele Ellison

   Chief, Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                )                           
                                    File No. EB-08-SE-561   
     In the Matter of           )                           
                                    Acct. No. 201032100017  
     Bluegrass Cellular, Inc.   )                           
                                    FRN No. 0007000854      
                                )                           


                                 CONSENT DECREE

   The Enforcement Bureau ("Bureau") and Bluegrass Cellular, Inc.
   ("Bluegrass"), by their respective authorized representatives, hereby
   enter into this Consent Decree for the purpose of terminating the Bureau's
   investigation into whether Bluegrass violated Section 4.9(e) of the
   Commission's Rules by failing to file network outage reports by the
   compliance deadlines.

   I. DEFINITIONS

    1. 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. "Bluegrass" means Bluegrass Cellular, Inc., its affiliates, its
       predecessors-in-interest and successors-in-interest.

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

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

   (f) "Compliance Plan" means the program described in this Consent Decree
   at paragraph 10.

   (g) "Effective Date" means the date on which the Bureau releases the
   Adopting Order.

   (h) "Investigation" means the investigation commenced by the Bureau's July
   14, 2008 and December 29, 2008 Letters of Inquiry regarding whether
   Bluegrass violated Section 4.9(e) of the Rules regarding the reporting of
   network outages.

   (i) "Parties" means Bluegrass and the Bureau.

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

   II. BACKGROUND

   2. Pursuant to Section 4.9(e) of the Rules, a wireless communications
   provider is required to submit to the Commission an electronic
   Notification within 120 minutes after discovering that it has experienced
   a network outage of at least 30 minutes duration that: (1) potentially
   affects at least 900,000 user minutes of either telephony or paging; (2)
   affects at least 1,350 DS3 minutes; (3) potentially affects any special
   offices or facilities, as defined in Section 4.5(e) Rules; or (4)
   potentially affects a 911 special facility, as defined by the Rules.
   Within 72 hours after discovering such an outage, a wireless
   communications provider is required to submit electronically an Initial
   Communications Outage Report, and within 30 days after discovering such an
   outage, a wireless communications provider is required to submit
   electronically a Final Communications Report. 

    3. On July 14, 2008, the Bureau issued a Letter of Inquiry ("LOI") to
       Bluegrass. The July 14, 2008 LOI directed Bluegrass, among other
       things, to submit a sworn written response to a series of questions
       relating to Bluegrass's compliance with the Commission's network
       outage reporting rules.  Bluegrass responded to the LOI on August 6,
       2008.  On December 29, 2008, the Bureau issued a follow up LOI to
       Bluegrass. Bluegrass responded to the follow-up LOI on January 14,
       2009.  The Bureau and Bluegrass executed a Tolling Agreement on April
       14, 2008, and executed Tolling Agreement Extensions on July 8, 2009
       and on October 30, 2009.

   III. TERMS OF AGREEMENT

    4. 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.

    5. Jurisdiction. Bluegrass 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.

    6. Effective Date; Violations. The Parties agree that this Consent Decree
       shall become effective on the date on which the Bureau 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.

    7. 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, Bluegrass 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 Bluegrass 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 Bluegrass
       with respect to Bluegrass's basic qualifications, including its
       character qualifications, to be a Commission licensee.

    8. Compliance Plan. For purposes of settling the matters set forth
       herein, Bluegrass agrees to create within thirty (30) days a
       Compliance Plan related to Bluegrass's future compliance with the Act,
       the Commission's Rules, and the Commission's Orders. The Plan will
       include, at a minimum, the following components:

    a. Compliance Training Program. Bluegrass shall establish and maintain a
       FCC outage reporting training program addressing FCC network outage
       reporting requirements, as detailed below, for all employees who are
       responsible for analyzing technical information regarding Bluegrass's
       network outages, entering information into any Bluegrass database(s)
       and/or record(s) that form the basis of Bluegrass's reporting of
       network outages to the Commission, and compiling and/or submitting
       Bluegrass's outage reports to the Commission.

   i. Bluegrass's Compliance Training Program shall address, at a minimum,
   the FCC's Rules governing the reporting of network outages, the
   information and calculations necessary to determine whether an outage is
   reportable under the FCC's Rules, and the time periods during which
   notifications and reports of reportable outages must be submitted to the
   FCC. Bluegrass's Compliance Training Program shall also address the
   methods and procedures adopted by Bluegrass to identify and report those
   network outages that satisfy the FCC's reporting criteria in order to
   ensure compliance with the FCC's outage reporting Rules. The training
   program shall also include information on the potential internal and
   regulatory consequences of failing to comply with Bluegrass's methods and
   procedures and/or the FCC's outage reporting requirements.

   ii. Bluegrass shall provide the foregoing outage reporting training within
   six months of the Effective Date and will update the training at least
   annually for employees who are responsible for analyzing technical
   information regarding Bluegrass's network outages, entering information
   into any Bluegrass database(s) and/or record(s) that form the basis of
   Bluegrass's reporting of network outages to the Commission, and compiling
   and/or submitting Bluegrass's outage reports to the Commission. Bluegrass
   will also provide training to new employees responsible for these
   activities.

   iii. Bluegrass shall update and enhance the foregoing training regarding
   the FCC's outage reporting requirements as appropriate and necessary.

    b. Compliance Reports. Bluegrass will file compliance reports with the
       Commission ninety (90) days after the Effective Date, twelve (12)
       months and twenty-four (24) months after the Effective Date. Each
       compliance report shall include a compliance certificate from an
       officer, as an agent of Bluegrass, stating that the officer has
       personal knowledge that Bluegrass has established operating procedures
       intended to ensure compliance with this Consent Decree, together with
       an accompanying statement explaining the basis for the officer's
       compliance certification. All compliance reports shall be submitted to
       the Chief, Spectrum Enforcement Division, Enforcement Bureau, Federal
       Communications Commission, 445 12th Street, S.W., Washington, D.C.
       20554. All reports shall also be submitted electronically to Ricardo
       M. Durham, Senior Deputy Chief, Spectrum Enforcement Division at
       Ricardo.Durham@fcc.gov and Nissa Laughner at Nissa.Laughner@fcc.gov.

    c. Termination. The provisions of this paragraph shall remain in effect
       for two (2) years from the Effective Date.

    9. 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 Bluegrass 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 Bluegrass with the Act, the Rules, or
       Commission Orders.

   10. Voluntary Contribution. Bluegrass agrees that it will make a voluntary
       contribution to the United States Treasury, in the amount of fifty
       thousand dollars ($50,000). The contribution will be made within
       thirty (30) days after the Effective Date of the Adopting Order. 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 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 Account number
       in block number 23A (call sign/other ID), and enter the letters "FORF"
       in block number 24A (payment type code). Bluegrass will also send
       electronic notification on the date said payment is made to
       Ricardo.Durham @fcc.gov and Nissa.Laughner@fcc.gov.

   11. Waivers.   Bluegrass 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 an Adopting Order
       adopting the Consent Decree without change, addition, modification, or
       deletion. Bluegrass 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
       Bluegrass nor the Commission shall contest the validity of the Consent
       Decree or the Adopting Order, and Bluegrass shall waive any statutory
       right to a trial de novo. Bluegrass 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.

   12. 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.

   13. 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 Bluegrass does not expressly
       consent), that provision will be superseded by such Commission Rule or
       Order.

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

   15. Final Settlement. The Parties agree and acknowledge that this Consent
       Decree shall constitute a final settlement between the Parties. The
       Parties further agree that this Consent Decree does not constitute
       either an adjudication on the merits or a factual or legal finding or
       determination regarding any compliance or noncompliance with the
       requirements of the Act or the Commission's Rules and Orders.

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

   17. 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.

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

   19. 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

   Bureau Chief

   Enforcement Bureau

   ____________________________

   Date

   ____________________________

   Scott W. McCloud

   Vice President-Wireless Networks

   Bluegrass Cellular, Inc.

   ____________________________

   Date

   47 C.F.R. S: 4.1 et seq.

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

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

   47 C.F.R. S: 4.9(e).

   See Letter from Kathryn S. Berthot, Chief, Spectrum Enforcement Division,
   Enforcement Bureau, to Ronald R. Smith, President, Bluegrass Cellular,
   Inc. (July 14, 2008); Letter from Kathryn S. Berthot, Chief, Spectrum
   Enforcement Division, Enforcement Bureau, to Scott W. McCloud, Vice
   President, Wireless Networks, Bluegrass Cellular, Inc. (December 29,
   2008).

   47 C.F.R. S: 4.9(e).

   47 C.F.R. S: 4.5(e).

   47 C.F.R. S: 4.9(e).

   See Letter from Kathryn S. Berthot, Chief, Spectrum Enforcement Division,
   Enforcement Bureau, Federal Communications Commission, to Ronald R. Smith,
   President, Bluegrass Cellular, Inc. (July 14, 2008).

   See Letter from Pamela L. Gist, Esq., Counsel for Bluegrass Cellular Inc.,
   to Nissa Laughner, Spectrum Enforcement Division, Enforcement Bureau,
   Federal Communications Commission (August 6, 2008).

   See Letter from Kathryn S. Berthot, Chief, Spectrum Enforcement Division,
   Enforcement Bureau, Federal Communications Commission, to Scott W.
   McCloud, Vice President, Wireless Networks, Bluegrass Cellular, Inc.
   (December 29, 2008).

   See Letter from Pamela L. Gist, Esq., Counsel for Bluegrass Cellular,
   Inc., to Nissa Laughner, Spectrum Enforcement Division, Enforcement
   Bureau, Federal Communications Commission (January 14, 2009).

   See Tolling Agreement, File No. EB-07-SE-561, executed by and between
   Kathryn S. Berthot, Chief, Spectrum Enforcement Division, Enforcement
   Bureau, Federal Communications Commission, and Scott W. McCloud, Vice
   President, Wireless Networks, Bluegrass Cellular, Inc. (April 14, 2009).

   See Tolling Agreement Extension, File No. EB-07-SE-561, executed by and
   between Kathryn S. Berthot, Chief, Spectrum Enforcement Division,
   Enforcement Bureau, Federal Communications Commission, and Ronald R.
   Smith, President, Bluegrass Cellular, Inc. (July 8, 2009).

   See Tolling Agreement Extension, File No. EB-07-SE-561, executed by and
   between Kathryn S. Berthot, Chief, Spectrum Enforcement Division,
   Enforcement Bureau, Federal Communications Commission, and Ronald R.
   Smith, President, Bluegrass Cellular, Inc. (October 30, 2009).

   Under this provision, Bluegrass will not be required to provide outage
   reporting compliance training to employees other than those whose
   responsibilities include analyzing technical information regarding
   Bluegrass's network outages, entering information into Bluegrass's
   database(s) and/or record(s) that form the basis of Bluegrass's reporting
   of network outages to the Commission, and compiling and/or submitting
   Bluegrass's outage reports to the Commission.

   (Continued from previous page)

   (continued....)

   Federal Communications Commission DA 10-237

                                       2

   Federal Communications Commission DA 10-237