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Amended And Restated Partnership Agreement

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CELLCO PARTNERSHIP


AMENDED AND RESTATED PARTNERSHIP AGREEMENT


AMONG


THE BELL ATLANTIC GROUP


AND


THE VODAFONE GROUP


================================================================================


TABLE OF CONTENTS


Page


ARTICLE I - GENERAL PROVISIONS.................................................1
Section 1.1 Certain Definitions.................................1
Section 1.2 The Company; Partnership Agreement..................9
Section 1.3 Company Name; Place of Business; Registered Office
and Agent...........................................9
Section 1.4 Term...............................................10
Section 1.5 Business of the Company............................10
Section 1.6 Taxed as Partnership...............................10
Section 1.7 Fiscal Year........................................10
Section 1.8 Partition; Title to Company Property...............10
Section 1.9 Partnership Interests Uncertificated; Nature of
Partners' Interests................................11
Section 1.10 Business Transactions of Partner, Affiliate,
Representative or Alternate with the Company.......11
Section 1.11 Capacity of the Partners...........................11


ARTICLE II - PARTNERS.........................................................11
Section 2.1 Partners as of Effective Date......................11
Section 2.2 Admission of New Partners..........................11
Section 2.3 Meetings of the Partners...........................12
Section 2.4 Record Date........................................12
Section 2.5 Quorum.............................................12
Section 2.6 Voting Rights of Partners..........................13
Section 2.7 Manner of Acting...................................13
Section 2.8 Consent in Lieu of Meeting.........................13
Section 2.9 Relationship of the Partners.......................13


ARTICLE III - MANAGEMENT OF THE COMPANY.......................................14
Section 3.1 Power and Authority of Partners....................14
Section 3.2 Power and Authority of Representatives.............15
Section 3.3 Composition of Board of Representatives............15
Section 3.4 Procedural Matters Regarding the Board of
Representatives....................................16
Section 3.5 Officers...........................................18
Section 3.6 Financial Targets..................................19


ARTICLE IV - APPROVAL OF CERTAIN MATTERS......................................19
Section 4.1 Approval of Certain Matters........................19


ARTICLE V - EXCULPATION AND INDEMNIFICATION...................................21
Section 5.1 Duties of Representatives..........................21
Section 5.2 Exculpation........................................22
Section 5.3 Reliance on Reports and Information by Partner,
Representative, Alternate or Officer............22
Section 5.4 Outside Activities.................................22
Section 5.5 Indemnification by the Company.....................26


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Section 5.6 Proceedings Initiated by Indemnified
Representatives....................................27
Section 5.7 Advancing Expenses.................................27
Section 5.8 Payment of Indemnification.........................28
Section 5.9 Arbitration........................................28
Section 5.10 Contribution.......................................28
Section 5.11 Mandatory Indemnification of Partners and Officers.28
Section 5.12 Contract Rights; Amendment or Repeal...............29
Section 5.13 Scope of Article...................................29
Section 5.14 Reliance on Provisions.............................29


ARTICLE VI - CAPITAL ACCOUNTS.................................................29
Section 6.1 Capital Contributions..............................29
Section 6.2 Liability for Contribution.........................29
Section 6.3 Capital Accounts...................................30
Section 6.4 No Interest on or Return of Capital................30
Section 6.5 Partnership Interest...............................30
Section 6.6 Allocations of Profits and Losses Generally........30
Section 6.7 Allocations Under Regulations......................30
Section 6.8 Other Allocations..................................31


ARTICLE VII - DISTRIBUTIONS...................................................33
Section 7.1 Distributions......................................33
Section 7.2 Limitations on Distributions.......................35
Section 7.3 Amounts of Tax Paid or Withheld....................36
Section 7.4 Distribution in Kind...............................36


ARTICLE VIII - TRANSFERABILITY................................................36
Section 8.1 Restriction on Transfers...........................36
Section 8.2 Transfers of Partnership Interests to Affiliates...37
Section 8.3 Transfers of Partnership Interests Other than to
Affiliates.........................................37
Section 8.4 Transfers to Restricted Entities...................40
Section 8.5 Invalid Transfers Void.............................40
Section 8.6 Change in Ownership; Spin-Off......................41
Section 8.7 Effect of Transfer.................................41


ARTICLE IX - DISSOLUTION AND TERMINATION......................................42
Section 9.1 Dissolution........................................42
Section 9.2 Events of Bankruptcy of Partner....................42
Section 9.3 Dissociation of Partners...........................43
Section 9.4 Winding Up.........................................43
Section 9.5 Distribution of Assets.............................43


ARTICLE X - BOOKS; REPORTS TO PARTNERS; TAX ELECTIONS.........................45
Section 10.1 Books and Records..................................45
Section 10.2 Reports............................................45
Section 10.3 Tax Matters Partner................................47
Section 10.4 Tax Elections......................................47
Section 10.5 Allocation of Certain Company Debt for Tax
Purposes...........................................47


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ARTICLE XI - MISCELLANEOUS....................................................48
Section 11.1 Binding Effect.....................................48
Section 11.2 Entire Agreement...................................48
Section 11.3 Amendments.........................................48
Section 11.4 Governing Law......................................48
Section 11.5 Notices to Partners................................48
Section 11.6 Bank Accounts......................................49
Section 11.7 Headings...........................................49
Section 11.8 Pronouns...........................................49
Section 11.9 Waivers............................................50
Section 11.10 No Third Party Beneficiaries.......................50
Section 11.11 Interpretation.....................................50
Section 11.12 Further Assurances.................................50
Section 11.13 Counterparts.......................................50
Section 11.14 Illegality and Severability........................50
Section 11.15 Confidentiality....................................50


SCHEDULE A-1 AND A-2 - PARTNERS; AGREED VALUES OF COMPANY ASSETS;
RESTATED CAPITAL ACCOUNTS OF THE PARTNERS


SCHEDULE B - LIST OF INITIAL REPRESENTATIVES AND ALTERNATES


SCHEDULE C - INITIAL OFFICERS


SCHEDULE D - INITIAL FINANCIAL TARGETS


SCHEDULE E - LIST OF RESTRICTED ENTITIES


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CELLCO PARTNERSHIP


AMENDED AND RESTATED PARTNERSHIP AGREEMENT


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").


BACKGROUND


A. Metro Mobile Transport, Inc., NYNEX PCS Inc. and Cellco Management Corporation entered into a Partnership Agreement of Cellco Partnership dated as of October 4, 1994 (the "1994 Partnership Agreement") pursuant to which they formed Cellco Partnership as a general partnership (the "Company") governed by the Delaware Uniform Partnership Law, Title 6 of the Delaware Code section 1501, et seq., as amended (the "DelUPL") and the 1994 Partnership Agreement.


B. Bell Atlantic Cellular Holdings, L.P., NYNEX PCS Inc., New York Cellular Geographic Service Area, Inc. and Cellco Management Corporation entered into an Amended and Restated Partnership Agreement of Cellco Partnership dated as of July 1, 1995 (the "1995 Partnership Agreement") pursuant to which they amended and restated the 1994 Partnership Agreement in its entirety, with the result that the Company was a general partnership governed by the DelUPL and the 1995 Partnership Agreement.


C. The parties hereto, being all of the Partners as of the Effective Date, desire to amend and restate the 1995 Partnership Agreement in its entirety pursuant to the provisions of this Partnership Agreement to, among other things (i) reflect the admission of the Initial Vodafone Partners to the Company in connection with the transactions contemplated by the Alliance Agreement (defined below), and (ii) reflect the Partners' election that from and after the Effective Date the Company be a general partnership governed by the Delaware Revised Uniform Partnership Act, Title 6 of the Delaware Code, Sections section 15-101, et seq. (as the same may be amended from time to time, the "Act") and this Partnership Agreement. Such election is made by the Partners pursuant to Section 15-1206(c) of the Act.


ARTICLE I


GENERAL PROVISIONS


Section 1.1 Certain Definitions. As used in this Partnership Agreement, the following terms have the respective meanings assigned to them below (such terms as well as other terms defined elsewhere in this Partnership Agreement shall be equally applicable to both the singular and plural forms of the defined terms):


"AAA" is defined in Section 5.9(a) of this Partnership Agreement.


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"Act" is defined in the Background Section of this Partnership Agreement.


"Adjusted Net Income" is defined in Section 7.1(c) of this Partnership Agreement.


"Affiliate" means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with, such Person; and for purposes of the foregoing, "control" means (i) the ownership of more than 50% of the voting securities or other voting interests of another Person, or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting shares, by contract or otherwise.


"Affiliate Transferee" is defined in Section 8.2(b) of this Partnership Agreement.


"Agreed Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:


(a) The initial Agreed Value of any asset contributed by a Partner to the
Company shall be the gross Fair Market Value of such asset as set forth in
Schedule A to this Partnership Agreement. The Partners agree that, on the
Stage I Closing Date, Schedule A shall be prepared in accordance with the
guidelines described on Exhibit 1 hereto on the basis of the best
information reasonably available to the Partners at such time. The
Partners agree that Schedule A will be appropriately adjusted as soon as
practicable after the Stage II Closing Date, but in no event later than
October 31, 2000, to reflect the final agreement of the Partners as to the
initial Agreed Values of the Company's assets.


(b) The Agreed Values of all Company assets shall be adjusted to equal
their respective gross Fair Market Values (taking IRC Section 7701(g) into
account) as of the following times: (i) the acquisition of an additional
interest in the Company by any new or existing Partner in exchange for
more than a de minimis capital contribution; (ii) the distribution by the
Company to a Partner of more than a de minimis amount of Company property
as consideration for an interest in the Company; (iii) the liquidation of
the Company within the meaning of Treasury Regulation Section
1.704-1(b)(2)(ii)(g); (iv) the dissolution of the Company in accordance
with Article 9 of this Partnership Agreement; and (v) at such other times
as the Tax Matters Partner shall reasonably determine necessary or
advisable in order to comply with Treasury Regulation Sections 1.704-1(b)
and 1.704-2; provided that the adjustments described in clauses (i) and
(ii) of this paragraph shall be made only if the Tax Matters Partner
reasonably determines that such adjustment is necessary or appropriate to
reflect the relative economic interests of the Partners in the Company.


(c) The Agreed Value of any Company asset distributed to any Partner shall
be the gross Fair Market Value (taking IRC Section 7701(g) into account)
of such asset on the date of distribution; and


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(d) The Agreed Values of Company assets shall be increased (or decreased)
to reflect any adjustments to the adjusted basis of such assets pursuant
to IRC Section 732(d), IRC Section 734(b) or IRC Section 743(b), but only
to the extent that such adjustments are taken into account in determining
capital accounts pursuant to Treasury Regulations Section
1.704-1(b)(2)(iv)(m); provided, however, that Agreed Values shall not be
adjusted pursuant to this clause (d) to the extent that an adjustment
pursuant to clause (b) of this definition is made in connection with a
transaction that would otherwise result in an adjustment pursuant to this
clause (d).


If the Agreed Value of an asset has been determined or adjusted pursuant to this definition of Agreed Value, such Agreed Value shall thereafter be adjusted by the Depreciation with respect to such asset taken into account in computing Profits and Losses.


"Alliance Agreement" means the U.S. Wireless Alliance Agreement dated as of September 21, 1999 between Bell Atlantic and Vodafone, as amended by the Amendment to U.S. Wireless Alliance Agreement dated as of April 3, 2000 (the "Omnibus Amendment").


"Alternate" is defined in Section 3.3(b) of this Partnership Agreement.


"Arbitrator" is defined in Section 6.8(a) of this Partnership Agreement.


"Bell Atlantic" means Bell Atlantic Corporation, a Delaware corporation.


"Bell Atlantic Group" means the subsidiaries of Bell Atlantic set forth in Schedule A-1 and Affiliates of Bell Atlantic who become Partners.


"Bell Atlantic Designated Partner" means that member of the Bell Atlantic Group designated as such by Bell Atlantic from time to time. The initial Bell Atlantic Designated Partner shall be NYNEX PCS Inc.


"Board of Representatives" means the Board of Representatives of the Company.


"Broadband PCS Frequency Band" means the frequency bands 1850-1910 MHz and 1930-1990 MHz (total of 120 MHz).


"Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.


"Capital Account" means, with respect to any Partner, the Capital Account maintained for such Partner in accordance with the following provisions:


(i) To each Partner's Capital Account there shall be credited such Partner's Capital Contributions, such Partner's distributive share of Profits and any items in the nature of income or gain which are specially allocated pursuant to Section 6.7 or Sections 6.8(c), (d) and (e) hereof, and the amount of any Company liabilities assumed by such Partner or which are secured by any property distributed to such Partner.


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(ii) To each Partner's Capital Account there shall be debited the amount of cash and the Agreed Value of any property distributed to such Partner pursuant to any provision of this Agreement, such Partner's distributive share of Losses and any items in the nature of expenses or losses which are specially allocated pursuant to Section 6.7 or Sections 6.8(c), (d) and (e) hereof, and the amount of any liabilities of such Partner assumed by the Company or which are secured by any property contributed by such Partner to the Company.


(iii) In the event all or a portion of an interest in the Company is transferred in accordance with the terms of this Partnership Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest.


The foregoing provisions and the other provisions of this Partnership Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulation Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations.


"Capital Contribution" means the amount in cash and the Agreed Value of property contributed to the capital of the Company, whenever made. A loan by a Partner to the Company shall not be considered a Capital Contribution.


"Cellular Frequency Band" means the frequency bands 824-849 MHz and 869-894 MHz (total of 50 MHz).


"Change in Ownership" is defined in Section 8.6(a) of this Partnership Agreement.


"Communications Act" means the Communications Act of 1934, as amended.


"Company" means "Cellco Partnership," a Delaware general partnership.


"Company Business" is defined in Section 1.5 of this Partnership Agreement.


"Confidential Information" is defined in Section 11.15(a) of this Partnership Agreement.


"Control Entity" is defined in Section 8.6(a) of this Partnership Agreement.


"DelUPL" is defined in the Background Section of this Agreement.


"Depreciation" means, for any relevant period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such year or other relevant period, except that if the Agreed Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year, Depreciation shall be an amount which bears the same ratio to such beginning Agreed Value as the federal income tax depreciation, amortization or other cost recovery deduction for such year bears to such beginning adjusted tax basis (except as otherwise required under Treasury Regulation Section 1.704-3(d)); provided, however, that if the federal income tax depreciation, amortization or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Agreed Value using any reasonable method selected by the Tax Matters Partner.


"Disclosing Party" is defined in Section 11.15(b) of this Partnership Agreement.


4


"Distributable Amount" is defined in Section 7.1(c) of this Partnership Agreement.


"Entity" means any corporation, firm, unincorporated organization, association, partnership, limited liability company, business trust, joint stock company, joint venture or other organization, entity or business.


"Exit Transferee" is defined in Section 8.3(d) of this Partnership Agreement.


"Fair Market Value" means, with respect to any asset, as of the date of determination, the cash price at which a willing seller would sell, and a willing buyer would buy, each being apprised of all relevant facts and neither acting under compulsion, such asset in an arms-length negotiated transaction with an unaffiliated third party without time constraints, as conclusively determined by a majority of the Board of Representatives in good faith and subject to their duties set forth in Section 5.1, except with respect to matters governed by Article VIII or Section 9.5(b) or for purposes of computing Agreed Values, which shall be determined in accordance with the provisions of Section 9.5(b).


"FCC" means the Federal Communications Commission, or any successor governmental authority.


"Fiscal Year" is defined in Section 1.7 of this Partnership Agreement.


"GAAP" means United States generally accepted accounting principles applied consistent with past practice.


"Included Affiliate" means, as to any Partner, any Wholly-Owned Subsidiary of such Partner and any Affiliate Transferee to whom such Partner transfers a Partnership Interest pursuant to Section 8.2(b)(ii).


"Initial Financial Performance Targets" is defined in Section 3.6(a) of this Partnership Agreement.


"Indebtedness" is defined in Section 7.1(c) of this Partnership Agreement.


"Investment Agreement" means the Investment Agreement dated as of April 3, 2000, among Bell Atlantic, Vodafone and the Company.


"IRC" means the Internal Revenue Code of 1986, as amended.


"Liquidating Trustee" is defined in Section 9.4(a) of this Partnership Agreement.


"Material Transaction" is defined in Section 4.1(e) of this Partnership Agreement.


"Measurement Date" is defined in Section 7.1(c) of this Partnership Agreement.


"Measurement Partnership Interest" is defined in Section 5.4(e) of this Partnership Agreement.


5


"Minimum Bell Atlantic Percentage Interest for Non-Competition" is defined in Section 5.4(e) of this Partnership Agreement.


"Net Indebtedness" is defined in Section 7.1(c) of this Partnership Agreement.


"1995 Partnership Agreement" is defined in the Background Section of this Partnership Agreement.


"1994 Partnership Agreement" is defined in the Background Section of this Partnership Agreement.


"Non-Transferring Partner" is defined in Section 8.3(b) of this Partnership Agreement.


"Officers" shall be those individuals determined to be Officers by the Board of Representatives pursuant to Section 3.5 of this Partnership Agreement.


"Original Appraisers" is defined in Section 9.5(b) of this Partnership Agreement.


"Parent Entity" means Vodafone, Bell Atlantic and their respective successors.


"Partners" means the Initial Bell Atlantic Partners, the Initial Vodafone Partners, and such other Persons who are admitted to the Company in the future in accordance with the terms of this Partnership Agreement and shall have agreed to be bound hereby; and "Partner" means any one of the Partners.


"Partnership Agreement" means this Amended and Restated Partnership Agreement, as it may be amended or restated from time to time.


"Partnership Interest" means, with respect to each Partner, the entire ownership interests and rights of such Partner (expressed as a percentage) in the Company. The sum of the Partnership Interests for all Partners shall equal 100 percent.


"Person" means any natural person or Entity.


"Profits" and "Losses" mean, for each fiscal year, an amount equal to the Company's taxable income or loss for such fiscal year, determined in accordance with IRC Section 703(a). For the purpose of this definition, all items of income, gain, loss or deduction required to be stated separately pursuant to IRC Section 703(a)(1) shall be included in taxable income or loss with the following adjustments:


(a) Any income of the Company that is exempt from federal income tax and
not otherwise taken into account in computing Profits or Losses pursuant
to this definition shall be added to such taxable income or loss;


(b) Any expenditures of the Company described in IRC Section 705(a)(2)(B)
or treated as IRC Section 705(a)(2)(B) expenditures pursuant to Treasury
Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into


6


account in computing Profits or Losses pursuant to this definition shall
be subtracted from such taxable income or loss.


(c) If the Agreed Value of any Company asset is adjusted pursuant to
clause (b) or clause (c) of the definition of Agreed Value above, the
amount of such adjustment shall be taken into account as gain or loss from
the disposition of such asset for purposes of computing Profits or Losses;


(d) Gain or loss resulting from any disposition of Company property with
respect to which gain or loss is recognized for federal income tax
purposes shall be computed by reference to the Agreed Value of the
property disposed of, notwithstanding that the adjusted tax basis of such
property differs from its Agreed Value;


(e) In lieu of the depreciation, amortization, and other cost recovery
deductions taken into account in computing such taxable income or loss,
there shall be taken into account Depreciation for such fiscal year or
other relevant period;


(f) To the extent an adjustment to the adjusted tax basis of any Company
asset pursuant to IRC Section 734(b) is required, pursuant to Treasury
Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in
determining Capital Accounts as a result of a distribution other than in
liquidation of a Partner's interest in the Company, the amount of such
adjustment shall be treated as an item of
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