LIMITED LIABILITY COMPANY AGREEMENT OF VERIZON WIRELESS CAPITAL LLCLimited Liability Company Agreement • July 10th, 2002 • Verizon Wireless Capital LLC • Delaware
AMENDMENT AND JOINDER TO CELLCO PARTNERSHIP AMENDED AND RESTATED PARTNERSHIP AGREEMENTPartnership Agreement • July 10th, 2002 • Verizon Wireless Capital LLC • Delaware
CELLCO PARTNERSHIP and VERIZON WIRELESS CAPITAL LLC, Issuers and First Union National Bank, Trustee INDENTUREIndenture • July 10th, 2002 • Verizon Wireless Capital LLC • New York
SOFTWARE ASSIGNMENT AND LICENSE AGREEMENTSoftware Assignment and License Agreement • July 6th, 2009 • Verizon Wireless Capital LLC • Radiotelephone communications • Delaware
THIS SOFTWARE ASSIGNMENT AND LICENSE AGREEMENT (the “Agreement”), dated as of April 3, 2000, is entered into between AirTouch Communications, Inc., a Delaware corporation (collectively with its Affiliates “Assignor”), and Cellco Partnership, a Delaware general partnership (“Assignee”).
LIMITED LIABILITY COMPANY AGREEMENT OF VERIZON WIRELESS CAPITAL LLCLimited Liability Company Agreement • July 6th, 2009 • Verizon Wireless Capital LLC • Radiotelephone communications • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Verizon Wireless Capital LLC is entered into by Cellco Partnership, as the sole member (Cellco Partnership and any other person who, at such time, is admitted to the Company (as defined below) as a member in accordance with the terms of this Agreement, being a “Member”).
SECONDMENT AGREEMENTSecondment Agreement • July 6th, 2009 • Verizon Wireless Capital LLC • Radiotelephone communications • California
EMPLOYMENT AGREEMENTEmployment Agreement • July 6th, 2009 • Verizon Wireless Capital LLC • Radiotelephone communications • New York
THIS EMPLOYMENT AGREEMENT (herein the “Agreement”) is entered into between Cellco Partnership d/b/a Verizon Wireless and STEVEN E. ZIPPERSTEIN (herein the “Executive”), effective January 1, 2004. 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.
TRADEMARK AND DOMAIN NAME LICENSE AGREEMENTTrademark and Domain Name License Agreement • July 6th, 2009 • Verizon Wireless Capital LLC • Radiotelephone communications • Delaware
THIS TRADEMARK AND DOMAIN NAME LICENSE AGREEMENT (the “Agreement”) effective as of April 3, 2000 (“Effective Date”) by and between Bell Atlantic Cellular Holdings, L.P., a Delaware limited partnership (“BACH”) and NYNEX PCS Inc., a Delaware corporation (“NPCo” and jointly with BACH “Licensor”) and Cellco Partnership, a Delaware general partnership (collectively with its Subsidiaries, “Licensee”).
CELLCO PARTNERSHIP AMENDED AND RESTATED PARTNERSHIP AGREEMENT AMONG THE BELL ATLANTIC GROUP AND THE VODAFONE GROUPPartnership Agreement • July 6th, 2009 • Verizon Wireless Capital LLC • Radiotelephone communications • Delaware
THIS AMENDED AND RESTATED PARTNERSHIP AGREEMENT is made and entered into as of April 3, 2000, (the “Effective Date”) by and among the members of the Bell Atlantic Group set forth on Schedule A-1 (the “Initial Bell Atlantic Partners”), and the members of the Vodafone Group set forth on Schedule A-2 (the “Initial Vodafone Partners”).
INTELLECTUAL PROPERTY ASSIGNMENTIntellectual Property Assignment • July 6th, 2009 • Verizon Wireless Capital LLC • Radiotelephone communications • Delaware
THIS INTELLECTUAL PROPERTY ASSIGNMENT (this “Assignment”), effective as of April 3, 2000 (the “Effective Date”), is entered into by and between AirTouch Communications, Inc., a Delaware corporation (collectively with its Affiliates, “Assignor”), and Cellco Partnership, a Delaware general partnership (“Assignee” and, together with Assignor, the “Parties” and each, individually, a “Party”).
PATENT LICENSE AGREEMENTPatent License Agreement • July 6th, 2009 • Verizon Wireless Capital LLC • Radiotelephone communications • Delaware
THIS PATENT LICENSE AGREEMENT (the “Agreement”), dated as of April 3, 2000 is entered into between Bell Atlantic Cellular Holdings, L.P., a Delaware limited partnership (“BACH”) and NYNEX PCS Inc., a Delaware corporation (“NPCo” and jointly with BACH, “Licensor”), and Cellco Partnership, a Delaware general partnership (collectively with its Subsidiaries “Licensee”).
INDEMNITY AGREEMENTIndemnity Agreement • July 6th, 2009 • Verizon Wireless Capital LLC • Radiotelephone communications • Delaware
INDEMNITY AGREEMENT (the “Agreement”) dated as of , 200 , by and among [insert whichever Bell Atlantic or Vodafone Affiliate is party to the Transaction Agreement], a corporation (“Partner Party”), [ insert whichever of Bell Atlantic or Vodafone is the ultimate parent entity of the Partner Party] , a corporation (“Parent”) and Wireless Partnership, a Delaware general partnership (“Partnership” ).
INVESTMENT AGREEMENTInvestment Agreement • July 6th, 2009 • Verizon Wireless Capital LLC • Radiotelephone communications • Delaware
INVESTMENT AGREEMENT (this “Agreement”), dated as of April 3, 2000, by and among VODAFONE AIRTOUCH PLC, an English public limited company (“Vodafone”), BELL ATLANTIC CORPORATION, a Delaware corporation (“Bell Atlantic”), and CELLCO PARTNERSHIP, a Delaware general partnership (“Wireless” or the “Partnership”).
AMENDMENT AND JOINDER TO CELLCO PARTNERSHIP AMENDED AND RESTATED PARTNERSHIP AGREEMENTPartnership Agreement • July 6th, 2009 • Verizon Wireless Capital LLC • Radiotelephone communications • Delaware
This Amendment and Joinder dated as of July 10, 2000 (the “Amendment”), by and among the Bell Atlantic Group, the Vodafone Group, GTE Wireless of Ohio Incorporated, GTE Wireless Incorporated, GTE Wireless of the South Incorporated, and GTE Consumer Services, Incorporated (together with GTE Wireless of Ohio Incorporated, GTE Wireless Incorporated, and GTE Wireless of the South Incorporated, the “Admitted Partners”).
SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF VERIZON WIRELESS CAPITAL LLCLimited Liability Company Agreement • July 6th, 2009 • Verizon Wireless Capital LLC • Radiotelephone communications
This SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT (the “Amendment”) of Verizon Wireless Capital LLC, a Delaware limited liability company (the “Company”), is entered into by Cellco Partnership, a Delaware general partnership, the sole member of the Company (the “Member”), effective October 1, 2008.
AMENDMENT NUMBER 3 TO CELLCO PARTNERSHIP AMENDED AND RESTATED PARTNERSHIP AGREEMENTPartnership Agreement • July 6th, 2009 • Verizon Wireless Capital LLC • Radiotelephone communications • 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.
AMENDMENT TO U.S. WIRELESS ALLIANCE AGREEMENTu.s. Wireless Alliance Agreement • July 6th, 2009 • Verizon Wireless Capital LLC • Radiotelephone communications
This Amendment dated as of April 3, 2000 (the “Omnibus Amendment”) to that certain U.S. Wireless Alliance Agreement dated as of September 21, 1999 between Vodafone AirTouch Plc and Bell Atlantic Corporation (the “Agreement”),
CELLCO PARTNERSHIP and VERIZON WIRELESS CAPITAL LLC Issuers Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of December 18, 2008 TO INDENTURE Dated as of November 21, 2008First Supplemental Indenture • July 6th, 2009 • Verizon Wireless Capital LLC • Radiotelephone communications • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of December 18, 2008 (herein called the “Supplemental Indenture”), among CELLCO PARTNERSHIP, a general partnership existing under the laws of Delaware and having its principal office at One Verizon Way, Basking Ridge, New Jersey 07920 (hereinafter called the “Partnership”), VERIZON WIRELESS CAPITAL LLC, a limited liability partnership existing under the laws of Delaware and having its principal executive office at One Verizon Way, Basking Ridge, New Jersey 07920 (hereinafter called “Capital” and, together with the Partnership, the “Issuers”) and U.S. Bank National Association, a banking association organized and existing under the laws of the United States of America, as Trustee (hereinafter called the “Trustee”), under the Indenture dated as of November 21, 2008, among the Partnership, Capital and the Trustee (hereinafter referred to as the “Original Indenture”). Capitalized terms used but not otherwise defined herein are used as defined under th
EXHIBIT 1 CELLCO PARTNERSHIP VERIZON WIRELESS CAPITAL LLC $2,500,000,000 5.375% Notes due 2006 $1,500,000,000 Floating Rate Notes due 2003 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • July 10th, 2002 • Verizon Wireless Capital LLC • New York
Settlement Strategy AgreementSettlement Strategy Agreement • July 6th, 2009 • Verizon Wireless Capital LLC • Radiotelephone communications • Delaware
This Settlement Strategy Agreement, dated as of September 21, 1999 (this “Agreement”), is entered into by and between Vodafone AirTouch plc (“Vodafone”) and Bell Atlantic Corporation (“Bell Atlantic”). This Agreement sets forth the principal terms and conditions upon which Vodafone and Bell Atlantic intend to minimize or avoid the possibility of certain potential litigation, and to pursue a settlement of any claims made or litigation commenced, in connection with the U.S. Wireless Alliance Agreement, dated September 21, 1999, by and between Vodafone and Bell Atlantic (the “Alliance Agreement”) and the transactions contemplated thereunder.
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF VERIZON WIRELESS CAPITAL LLCLimited Liability Company Agreement • July 6th, 2009 • Verizon Wireless Capital LLC • Radiotelephone communications
This FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT (the “Amendment”) of Verizon Wireless Capital LLC, a Delaware limited liability company (the “Company”), is entered into by Cellco Partnership, a Delaware general partnership, the sole member of the Company (the “Member”), effective October 8, 2008.
EXHIBIT 4.2 [FORM OF FACE OF SECURITY] CELLCO PARTNERSHIP VERIZON WIRELESS CAPITAL LLC FLOATING RATE NOTE DUE 2003Floating Rate Note • July 10th, 2002 • Verizon Wireless Capital LLC
AMENDMENT TO CELLCO PARTNERSHIP AMENDED AND RESTATED PARTNERSHIP AGREEMENTPartnership Agreement • July 6th, 2009 • Verizon Wireless Capital LLC • Radiotelephone communications • 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 TO SETTLEMENT STRATEGY AGREEMENTSettlement Strategy Agreement • July 6th, 2009 • Verizon Wireless Capital LLC • Radiotelephone communications
This Amendment dated as of April 3, 2000 (this “Amendment”) to that certain Settlement Strategy Agreement (the “Agreement”) dated as of September 21, 1999 between Vodafone AirTouch Plc and Bell Atlantic Corporation,
VERIZON COMMUNICATIONS INC. LONG-TERM INCENTIVE PLAN CONTENTSLong-Term Incentive Plan • July 6th, 2009 • Verizon Wireless Capital LLC • Radiotelephone communications • Delaware
U.S. WIRELESS ALLIANCE AGREEMENT among BELL ATLANTIC CORPORATION and VODAFONE AIRTOUCH PLC Dated: September 21, 1999u.s. Wireless Alliance Agreement • July 6th, 2009 • Verizon Wireless Capital LLC • Radiotelephone communications • Delaware
Atlantic”), and Vodafone AirTouch Plc, an English public limited company (“Vodafone” and, together with Bell Atlantic, the “Partners” or “Parties,” and
EXHIBIT 4.3 [FORM OF FACE OF SECURITY] CELLCO PARTNERSHIP VERIZON WIRELESS CAPITAL LLC 5.375% NOTE DUE 20065.375% Note Due 2006 • July 10th, 2002 • Verizon Wireless Capital LLC
