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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                             )                           
                                                 File No. EB-08-SE-562   
     In the Matter of                        )                           
                                                 Acct. No. 201032100018  
     Centennial Communications Corporation   )                           
                                                 FRN # 0009631136        
                                             )                           


                                     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 Centennial
       Communications Corporation ("Centennial"). The Consent Decree
       terminates an investigation by the Bureau against Centennial for
       possible violation of Part 4 of the Commission's rules regarding the
       reporting of network outages.

    2. The Bureau and Centennial 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 and terminating the investigation.

    4. Based on the record before us, we conclude that our investigation
       raises no substantial or material questions of fact as to whether
       Centennial 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 William L. Roughton, Jr., Vice President, Legal &
       Regulatory Affairs, Centennial Communications Corporation, 1919
       Pennsylvania Avenue, NW, Suite 200, Washington, DC 20006, and to
       Counsel for Centennial Communications Corporation, David L. Solomon,
       Esq., and Robert G. Morse, Esq., Wilkinson Barker Knauer, LLP, 2300 N
       Street, N.W., Suite 700, Washington, DC 20037.

   FEDERAL COMMUNICATIONS COMMISSION

   P. Michele Ellison

   Chief, Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                             )                           
                                                 File No. EB-08-SE-562   
     In the Matter of                        )                           
                                                 Acct. No. 201032100018  
     Centennial Communications Corporation   )                           
                                                 FRN No. 0009631136      
                                             )                           


                                 CONSENT DECREE

   The Enforcement Bureau (the "Bureau") and Centennial Communications
   Corporation ("Centennial"), by their respective authorized
   representatives, hereby enter into this Consent Decree for the purpose of
   terminating the Bureau's investigation into Centennial's compliance with
   the Commission's regulations in 47 C.F.R. Part 4 regarding the reporting
   of network outages.

   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: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. "Centennial" means Centennial Communications Corporation, its
       affiliates, its predecessors-in-interest and successors-in-interest.

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

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

    g. "Investigations" means the investigations initiated by the Bureau's
       August 15, 2008, November 19, 2008, and December 29, 2008 Letters of
       Inquiry regarding Centennial's compliance with the Commission's
       regulations in Part 4 of its Rules regarding the reporting of network
       outages through the Effective Date.

    h. "Parties" means Centennial and the Bureau.

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

   II. BACKGROUND

    2. Pursuant to Part 4 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: (1) of a Mobile Switching Center; (2)
       that potentially affects at least 900,000 user minutes of either
       telephony and associated data (2nd generation or lower) service or
       paging service; (3) that affects at least 1,350 DS3 minutes; (3) that
       potentially affects any special offices and facilities, as defined by
       the Rules; or (4) that potentially affects a 911 special facility, as
       defined by the Rules. 

    3. Centennial is a wireless communications provider and is subject to the
       network outage reporting regulations in Part 4 of the Commission's
       Rules.  On August 15, 2008, the Bureau issued a Letter of Inquiry
       ("LOI") initiating an investigation regarding Centennial's outage
       reporting procedures and Centennial's compliance with the Commission's
       outage reporting rules. On September 11, 2008, Centennial submitted a
       response to the LOI. The Bureau issued an additional LOI on November
       19, 2008, and Centennial submitted a response to that LOI on December
       10, 2008. The Bureau issued an additional LOI on December 29, 2008,
       and Centennial submitted a response to that LOI on January 30, 2009.
       The Bureau and Centennial executed a Tolling Agreement on April 28,
       2009, and executed subsequent Tolling Agreement Extensions on June 1,
       2009, and on September 14, 2009. On November 21, 2008, applications to
       transfer control of Centennial to AT&T Inc. ("AT&T") were filed. The
       Commission granted those applications, with conditions, on November 5,
       2009, and the parties consummated the transaction on November 6, 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. Centennial 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, Centennial 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, or
       refer to the Commission, any new proceeding, formal or informal, or
       take on its own motion, or refer to the Commission, any action against
       Centennial for possible violations of Part 4 of the Commission's rules
       regarding the reporting of network outages that were subject to this
       investigation prior to the Effective Date. The Bureau also agrees that
       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, or refer to the Commission, any proceeding, formal
       or informal, or take on its own motion, or refer to the Commission,
       any action, against Centennial with respect to Centennial's basic
       qualifications, including its character qualifications, to be a
       Commission licensee or authorized common carrier.

    8. 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 Centennial 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 Centennial with the Act, the Rules, or
       Commission Orders.

    9. Voluntary Contribution. Centennial agrees that it will make a
       voluntary contribution to the United States Treasury, in the amount of
       forty thousand dollars ($40,000). The payment 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). Centennial will also send
       electronic notification on the date said payment is made to
       Ricardo.Durham@fcc.gov and Nissa.Laughner@fcc.gov.

   10. Waivers. Centennial 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. Centennial 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
       Centennial nor the Commission shall contest the validity of the
       Consent Decree or the Adopting Order, and Centennial shall waive any
       statutory right to a trial de novo. Centennial, however, may present
       evidence that it has not violated the Consent Decree. In addition,
       nothing in this Consent Decree shall preclude Centennial from
       petitioning the Commission for relief as to future obligations under
       Part 4 of the Commission's Rules. Centennial 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.

   11. Invalidity. 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.

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

   13. Successors and Assigns. Centennial agrees that the provisions of this
       Consent decree shall be binding on its successors, assigns, and
       transferees.

   14. 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.

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

   16. 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.

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

   18. 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

   ____________________________

   William L. Roughton, Jr.

   Vice President, Legal and Regulatory Affairs

   Centennial Communications Corporation

   ____________________________

   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.

   Letter from Kathryn S. Berthot, Chief, Spectrum Enforcement Division,
   Enforcement Bureau, Federal Communications Commission to Tony L. Wolk,
   Senior Vice President, General Counsel and Secretary, Centennial
   Corporation (August 15, 2008); Letter from Kathryn S. Berthot, Chief,
   Spectrum Enforcement Division, Enforcement Bureau, Federal Communications
   Commission to William L. Roughton, Jr., Vice President, Legal & Regulatory
   Affairs, Centennial Communications Corporation (November 19, 2008); and
   Letter from Kathryn S. Berthot, Chief, Spectrum Enforcement Division,
   Enforcement Bureau, Federal Communications Commission to William L.
   Roughton, Jr., Vice President, Legal & Regulatory Affairs, Centennial
   Communications Corporation (December 29, 2008).

   47 C.F.R. S:S: 4.5, 4.9(e).

   Letter from Kathryn S. Berthot, Chief, Spectrum Enforcement Division,
   Enforcement Bureau, Federal Communications Commission to Tony L. Wolk,
   Senior Vice President, General Counsel and Secretary, Centennial
   Corporation (August 15, 2008).

   Letter from William L. Roughton, Jr., Vice President, Legal & Regulatory
   Affairs, Centennial Communications Corporation, to Kathryn S. Berthot,
   Chief, Spectrum Enforcement Division, Enforcement Bureau, Federal
   Communications Commission (September 11, 2008).

   Letter from Kathryn S. Berthot, Chief, Spectrum Enforcement Division,
   Enforcement Bureau, Federal Communications Commission to William L.
   Roughton, Jr., Vice President, Legal & Regulatory Affairs, Centennial
   Communications Corporation (November 19, 2008).

   Letter from William L. Roughton, Jr., Vice President, Legal & Regulatory
   Affairs, Centennial Communications Corporation, to Kathryn S. Berthot,
   Chief, Spectrum Enforcement Division, Enforcement Bureau, Federal
   Communications Commission (December 10, 2008).

   Letter from Kathryn S. Berthot, Chief, Spectrum Enforcement Division,
   Enforcement Bureau, Federal Communications Commission to William L.
   Roughton, Jr., Vice President, Legal & Regulatory Affairs, Centennial
   Communications Corporation (December 29, 2008).

   Letter from William L. Roughton, Jr., Vice President, Legal & Regulatory
   Affairs, Centennial Communications Corporation, to Kathryn S. Berthot,
   Chief, Spectrum Enforcement Division, Enforcement Bureau, Federal
   Communications Commission (January 30, 2009).

   Tolling Agreement, File No. EB-08-SE-562, executed by and between Kathryn
   S. Berthot, Chief, Spectrum Enforcement Division, Enforcement Bureau,
   Federal Communications Commission, and William L. Roughton, Jr., Vice
   President, Legal & Regulatory Affairs, Centennial Communications
   Corporation (April 28, 2009).

   Tolling Agreement Extension, File No. EB-08-SE-562, executed by and
   between Kathryn S. Berthot, Chief, Spectrum Enforcement Division,
   Enforcement Bureau, Federal Communications Commission, and William L.
   Roughton, Jr., Vice President, Legal & Regulatory Affairs, Centennial
   Communications Corporation (June 1, 2009).

   Tolling Agreement Extension, File No. EB-08-SE-562, executed by and
   between Kathryn S. Berthot, Chief, Spectrum Enforcement Division,
   Enforcement Bureau, Federal Communications Commission, and William L.
   Roughton, Jr., Vice President, Legal & Regulatory Affairs, Centennial
   Communications Corporation (September 14, 2009).

   See File Nos. 0003652447, 0003652455, 0003652457, 0003652459, 0003652461,
   0003652467, 0003668912, and 0003674680 (the "Applications").

   See Applications of AT&T Inc. and Centennial Communications Corp.,
   Memorandum Opinion and Order, WT Docket No. 08-246, FCC 09-97 (released
   November 5, 2009).

   Federal Communications Commission DA 10-238

   2

   Federal Communications Commission DA 10-238