Cellco Partnership Sample Contracts

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VERIZON COMMUNICATIONS INC. LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT 2005–07 AWARD CYCLE
Restricted Stock Unit Agreement • March 21st, 2005 • Cellco Partnership • Telephone & telegraph apparatus • New York

AGREEMENT between Verizon Communications Inc. (“Verizon” or the “Company”) and you (the “Participant”) and your heirs and beneficiaries.

VERIZON COMMUNICATIONS INC. LONG-TERM INCENTIVE PLAN PERFORMANCE STOCK UNIT AGREEMENT 2005–07 AWARD CYCLE
Performance Stock Unit Agreement • March 21st, 2005 • Cellco Partnership • Telephone & telegraph apparatus • New York

AGREEMENT between Verizon Communications Inc. (“Verizon” or the “Company”) and you (the “Participant”) and your heirs and beneficiaries.

SECONDMENT AGREEMENT
Secondment Agreement • September 30th, 2010 • Cellco Partnership • Radiotelephone communications • Colorado
Verizon 140 West St. New York, NY 10007
Employment Agreement • March 12th, 2010 • Cellco Partnership • Radiotelephone communications • New York
Verizon Wireless Retention Incentive Agreement
Retention Incentive Agreement • September 23rd, 2005 • Cellco Partnership • Radiotelephone communications

Verizon Wireless (“Verizon Wireless”) hereby offers you eligibility for a special retention incentive. The terms and conditions of the retention incentive are set forth in this cover sheet and in the attached Retention Incentive Agreement.

AMENDMENT NO. 2 TO SECONDMENT AGREEMENT FOR JOHN TOWNSEND
Secondment Agreement • October 13th, 2009 • Cellco Partnership • Radiotelephone communications

This Amendment No. 2 is made as of this 13th day of January, 2009 to the Secondment Agreement for John Townsend dated January 13, 2005 between Vodafone Americas Inc. and Cellco Partnership d/b/a Verizon Wireless, to modify the terms and

EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2005 • Cellco Partnership • Telephone & telegraph apparatus • New York

THIS EMPLOYMENT AGREEMENT (herein the "Agreement") is entered into between Cellco Partnership d/b/a Verizon Wireless and Roger Gurnani (herein the "Executive"), effective April 3, 2003. References to the "Company" herein shall include Cellco Partnership d/b/a/ Verizon Wireless, any company controlled by or under common control with Cellco Partnership, and any company which subsequent to the effective date of this Agreement carries on all or substantially all of the business of Cellco Partnership and affiliates of Cellco Partnership.

AMENDMENT NO. 8 TO AUCTION 73 FLOATING RATE PROMISSORY NOTE
Auction 73 Floating Rate Promissory Note • March 12th, 2010 • Cellco Partnership • Radiotelephone communications

AMENDMENT NO. 8, dated as of March 12, 2010 (the “Amendment”), to the Auction 73 Floating Rate Promissory Note, dated as of March 31, 2008, as previously amended (the “Auction 73 Floating Rate Promissory Note”), issued by Cellco Partnership, a Delaware general partnership (the “Borrower”), and payable to Verizon Financial Services LLC, a Delaware limited liability company (the “Lender”).

AMENDMENT NO. 1 TO FIXED RATE NOTE
Fixed Rate Note • October 13th, 2009 • Cellco Partnership • Radiotelephone communications • New York

AMENDMENT, dated as of June 10, 2008 (the “Amendment”), to the Fixed Rate Note, dated as of July 1, 2005 (the “Fixed Rate Note”), issued by Cellco Partnership, a Delaware general partnership (the “Borrower”), and presently payable to Verizon Financial Services LLC, a Delaware limited liability company (the “Lender”).

FIXED RATE NOTE Successor to the Master Promissory Note Dated February 1, 1998 Executed by Borrower in favor of Lender (then known as Bell Atlantic Financial Services Inc.)
Fixed Rate Note • September 6th, 2005 • Cellco Partnership • Radiotelephone communications

FOR VALUE RECEIVED, the undersigned, Cellco Partnership, a Delaware general partnership (herein “Borrower”) hereby promises to pay to the order of Verizon Global Funding Corp., a Delaware corporation (herein “Lender”), in same day funds in lawful money of the United States at its offices at 3900 Washington Street, 2nd Floor, Wilmington, Delaware 19802 or such other place as Lender may from time to time designate, the principal sum of Nine Billion Dollars ($9,000,000,000) (the “Maximum Principal Sum”), or such lesser amount as shall equal the aggregate unpaid principal amount of the loans made by Lender to Borrower under this Fixed Rate Note, on August 1, 2009 (the “Maturity Date”) together with interest thereon from the date borrowed until paid in full.

AMENDMENT NUMBER 4 TO CELLCO PARTNERSHIP AMENDED AND RESTATED PARTNERSHIP AGREEMENT
Partnership Agreement • July 29th, 2010 • Cellco Partnership • Radiotelephone communications • Delaware

This Amendment dated as of July 16, 2010 (the “Amendment”), by and among Bell Atlantic Mobile Systems, Inc., GTE Wireless Incorporated, PCS Nucleus, L.P. and JV Partnerco, LLC.

FLOATING RATE NOTE Successor to GTE Consumer Services Incorporated Promissory Note Due September 30, 2009 (Sold by GTE Corporation to Verizon Global Funding Corp November 29, 2002)
Floating Rate Note • September 6th, 2005 • Cellco Partnership • Radiotelephone communications

FOR VALUE RECEIVED, the undersigned, Cellco Partnership, a Delaware general partnership (herein “Borrower”) hereby promises to pay to the order of Verizon Global Funding Corp., a Delaware corporation (herein “Lender”), in same day funds in lawful money of the United States at its offices at 3900 Washington Street, 2nd Floor, Wilmington, Delaware 19802 or such other place as Lender may from time to time designate, the principal sum of Two Billion Four Hundred Thirty-One Million Eighteen Thousand Two Hundred Twenty Dollars and Ninety-Two Cents ($2,431,018,220.92) (the “Principal Sum”), or such lesser amount as shall equal the aggregate unpaid principal amount of the loans made by Lender to Borrower under this Floating Rate Note, on August 1, 2009 (the “Maturity Date”) together with interest thereon from the date borrowed until paid in full.

AMENDMENT NO. 9 TO AUCTION 73 FLOATING RATE PROMISSORY NOTE
Auction 73 Floating Rate Promissory Note • July 29th, 2010 • Cellco Partnership • Radiotelephone communications

AMENDMENT NO. 9, dated as of April 30, 2010 (the “Amendment”), to the Auction 73 Floating Rate Promissory Note, dated as of March 31, 2008, as previously amended (the “Auction 73 Floating Rate Promissory Note”), issued by Cellco Partnership, a Delaware general partnership (the “Borrower”), and payable to Verizon Financial Services LLC, a Delaware limited liability company (the “Lender”).

AMENDMENT NO. 3 TO SECONDMENT AGREEMENT FOR JOHN TOWNSEND
Secondment Agreement • April 8th, 2010 • Cellco Partnership • Radiotelephone communications

This Amendment No. 3 is made as of this 7th day of December, 2009 to the Secondment Agreement for John Townsend dated January 13, 2005 between Vodafone Americas Inc. and Cellco Partnership d/b/a Verizon Wireless, to modify the terms and conditions of the Agreement as follows:

AMENDMENT NO. 9 TO FIXED RATE NOTE
Fixed Rate Note • July 29th, 2010 • Cellco Partnership • Radiotelephone communications • New York

AMENDMENT NO. 9, dated as of July 28, 2010 (the “Amendment”), to the Fixed Rate Note, dated as of July 1, 2005, as amended (the “Fixed Rate Note”), issued by Cellco Partnership, a Delaware general partnership (the “Borrower”), and presently payable to Verizon Financial Services LLC, a Delaware limited liability company (the “Lender”).

AMENDMENT TO CELLCO PARTNERSHIP AMENDED AND RESTATED PARTNERSHIP AGREEMENT
Partnership Agreement • August 13th, 2003 • Cellco Partnership • Telephone & telegraph apparatus • Delaware

This Amendment dated as of July 24, 2003 (the “Amendment”), by and among Bell Atlantic Cellular Holdings, L.P., NYNEX PCS, Inc., PCSCO Partnership, GTE Wireless of Ohio Incorporated, GTE Wireless Incorporated, GTE Consumer Services Incorporated, PCS Nucleus, L.P. and JV PartnerCo, LLC.

AMENDMENT NUMBER 3 TO CELLCO PARTNERSHIP AMENDED AND RESTATED PARTNERSHIP AGREEMENT
Partnership Agreement • May 7th, 2004 • Cellco Partnership • Telephone & telegraph apparatus • Delaware

This Amendment dated as of February 26, 2004 (the “Amendment”), by and among Bell Atlantic Cellular Holdings, L.P., NYNEX PCS, Inc., PCSCO Partnership, GTE Wireless of Ohio Incorporated, GTE Wireless Incorporated, GTE Consumer Services Incorporated, PCS Nucleus, L.P. and JV PartnerCo, LLC.

VERIZON COMMUNICATIONS INC. LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT 2005–07 AWARD CYCLE
Restricted Stock Unit Agreement • March 21st, 2005 • Cellco Partnership • Telephone & telegraph apparatus • New York

AGREEMENT between Cellco Partnership d/b/a Verizon Wireless (“Verizon Wireless” or the “Company”) and you (the “Participant”) and your heirs and beneficiaries.

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