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Exhibit
10.41
 
 AMENDMENT
NUMBER THREE TO MASTER TELESERVICES AGREEMENT
 1.
    
    PARTIES.THIS AMENDMENT Number Three (the Amendment) to the Master Teleservices Agreement
(Agreement) by and between APAC Customer Services, Inc., an Illinois corporation, with
offices at Six Parkway North, Deerfield, Illinois, 60015 (Company) and Cellco
Partnership d/b/a Verizon Wireless, a Delaware general partnership, having an office and
principal place of business at 180 Washington Valley Road, Bedminster, New Jersey 07921 on
behalf of itself and its Affiliates (Verizon Wireless) is made and entered into on and
as of the date of execution by the last signing Party but shall take effect April 1, 2005.2.
    
    This Amendment is an integral part of the Agreement. Terms used herein which are defined or
specified in the Agreement shall have the meanings set forth therein. If there are any
inconsistencies between a specific term or condition of this Amendment and a specific term or
condition of the Agreement, the specific term or condition of this Amendment shall control.3.
    
    Within 90 days from the Effective Date of this Amendment, the parties shall develop and
agree upon in writing a mutually acceptable change order
process.4.
    
    AMENDMENT OF AGREEMENT. The following provisions of the Agreement are amended as follows:
 A.
    
    Section 6.7 is hereby added in its entirety as follows:
 6.7
    
    Billing Dispute Resolution. In the event that Verizon
Wireless should dispute the accuracy of the charges, volumes, transaction
types, rates, fees or prices associated with all or any portion of an amount
invoiced to Verizon Wireless (hereinafter referred to as a Disputed
Amount), then the Verizon Wireless Project Leader shall promptly, but in
any case not later than one (1) month following the date such invoice is
made available to the Verizon Wireless, provide a reasonably detailed
written notice to the Company Project Leader of the nature of such dispute.
If, upon resolution of any billing dispute, the parties agree that Verizon
Wireless owes all or a portion of the disputed amounts, Company shall issue
a new invoice for the portion of the disputed charges for which Verizon
Wireless is responsible to pay and Verizon Wireless shall pay such new
invoice within thirty (30) days from the date of the new invoice. In
addition, Company will respond to the Verizon Wireless Project Leader within
twenty (20) business days from receipt of a notice and both parties will use
its reasonable efforts to resolve the dispute within a reasonable time.In the event Verizon Wireless paid a Disputed Amount, any necessary
adjustments will be made by Company immediately upon resolution and will
promptly issue a credit memo with a reference to the original disputed invoice number. Company shall not apply the credit on an invoice.
 
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B.
    
    Section 10 is hereby deleted and restated in its entirety as follows:
 10.
    
    TERMINATION10.1
    
    Verizon Wireless may terminate this Agreement or any
Authorization Letter issued hereunder without cause, effective upon
thirty (30) days written notice to Company and, in such event, Company
shall receive payment only for Services fully performed on or before the
date of termination.10.2
    
    This Agreement and/or any
Authorization Letter may be
terminated by written notice only as follows:
 10.2.1
    
    By Verizon Wireless for a material breach or default of any of the
terms, conditions or
covenants of this Agreement by Company, provided that such termination may be made only
following the expiration of a thirty (30) day period during
which Company has failed to cure
such breach after having been given written notice of such breach. However, at its option,
Verizon Wireless may terminate this Agreement immediately, with no
right to cure, if Company
violates the terms of Section 4.4, Location of Call Centers, Section 4.5, CPNI,, Section
4.6, Access by or Disclosure to Foreign Governmental Authorities, Section 12, Confidential
Information, and Section 14, Compliance with Laws, or any of its obligations to ensure
that
no Verizon Wireless customer calls or data relating to such
calls are diverted or routed to facilities located outside of
the Unites States or are disclose to foreign governmental
authorities.10.2.2
    
    By Company for a material breach or default of any of the terms,
conditions or covenants of this Agreement by Verizon Wireless,
provided that such termination may be made only following the
expiration of a thirty (30) day period during which Verizon Wireless
has failed to cure such breach after having been given written
notice of such breach.10.2.3
    
    By either Party, effective immediately, upon written notice to the
other, if any of the following events occurs:
 a.
    
    Either Party files a voluntary petition in bankruptcy.b.
    
    Either Party is adjudged bankrupt.c.
    
    A court assumes
jurisdiction of the assets of either Party under a federal
reorganization act.
 
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d.
    
    A trustee or receiver is appointed by a court for all
or a substantial portion of the assets of either Party.e.
    
    Either Party becomes insolvent or suspends its business.f.
    
    Either Party makes an assignment of its assets for the benefit of its
creditors except as required in the ordinary course of business.
 10.3
    
    By Verizon Wireless, effective immediately, upon written notice to Company, if the identity
of Companys business is materially changed by sale of its business, transfer of control of
its outstanding stock, merger or otherwise.10.4
    
    Termination of this Agreement shall not affect any Order placed prior to the date of
termination unless otherwise stated. The termination of one Authorization Letter or this
Agreement shall have no operative effect on any other outstanding Authorization Letter, unless
the basis for terminating the Agreement or Authorization Letter is
also the basis for termination of other outstanding Authorization Letter(s).10.5
    
    In the event either Party gives written notice of termination under this Agreement, then, if
requested by Verizon Wireless, Company will perform reasonable transition Services for a
period not to exceed one hundred twenty (120) days after the effective date of termination.
Such transition Services shall be provided and be chargeable as mutually agreed upon by the
Parties.10.6
    
    The foregoing rights are in addition to, and not in limitation of, any other remedy Verizon
Wireless may have at law or equity.
 C.
    
    Section 22.2 is hereby
deleted and restated in its entirety as follows:
 22.2
    
    Each party shall be solely responsible for the safety and supervision of its
employees, as well as the withholding or payment of all Federal, State and local
Personal Income Taxes, Social Security, Unemployment and Sickness Disability Insurance
and other payroll taxes with respect to its employees.
 D.
    
    Section 23 is hereby deleted and restated in its entirety as follows:
 23.1
    
    With the exception of notifications pursuant to Section 6 (Payment and
Billing), Section 13 (Publicity and Disclosure) and Exhibit F-2 (Primary
Supplier Compliance with Minority-, Women-, Disabled Veteran- and Vietnam-Era
Veteran-Owned Business Enterprises Utilization), notices
concerning this Agreement shall be in writing and shall be given or made by
means of certified mail, registered mail, or overnight delivery service.
Proper postage and other charges must be pre-paid and notices shall be
addressed to the respective Parties as follows:
 
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To Company:
    
    To Verizon Wireless:APAC Customer Services, Inc.
    
    As specified per the Authorization LetterSix Parkway NorthDeerfield, IL 60015Attention: Senior Vice-PresidentOperationsAnd with a copy to:
    
    And with a copy to:APAC Customer Services, Inc.
    
    Verizon WirelessSix Parkway North
    
    295 Parkshore DriveDeerfield, IL 60015
    
    Folsom, CA 95630Attention: General Counsel
    
    Attention: Manager, Budgets & ReportingAnd with a copy to:
    
    And with a copy to:APAC Customer Services, Inc.
    
    Verizon WirelessSix Parkway North
    
    180 Washington Valley RoadDeerfield, IL 60015
    
    Bedminster, New Jersey 07921Attention: Howard Hirschhaut
    
    Attention: Assistant General Counsel-Procurement & TechnologyAnd with a copy to:Verizon WirelessOne Verizon PlaceMC 2A1-PROAlpharetta, Georgia 30004Attention: Director  ProcurementAnd with a copy to:The Affiliate that placed the Order if
different than Verizon Wireless.
 23.2
    
    Notices for change in ownership, change in name of firm, or change in
mailing address must be given by Company to Verizon Wireless within thirty (30) days
of such change. Notices for change in ownership must include the names of all new
owners or officers, registered agent for Service of process, and state of
incorporation or organization.
 E.
    
    Exhibit A, Section 1, is hereby deleted and restated in its entirety as follows:
 1.
    
    SCOPE OF SERVICES1.1
    
    RESPONSIBILITIES OF VERIZON WIRELESS
 1.1.1
    
    For each Project, Verizon Wireless shall provide such
training and training materials as are required by Exhibit A.
 
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1.1.2
    
    Verizon Wireless shall maintain its billing system with
current rate plan information, customer billing history, and other
information as Verizon Wireless may include from time to time, provided
that in the event Verizon Wireless billing system is down, Verizon
Wireless may still send calls to Company to the same dedicated staff.1.1.3
    
    Verizon Wireless shall be responsible for any modems,
multiplexers and control boxes located at Verizon Wireless (Verizon
Wireless Facilities). Responsibility for the costs associated with the
acquisition and maintenance of telecommunication facilities will be as
designated in this Agreement or as otherwise communicated in each
Authorization Letter. Company shall be responsible for any modems,
multiplexers and control boxes located at Company (Company Facilities).1.1.4
    
    Verizon Wireless shall be responsible for providing
volume and other forecast-related information to Company in accordance with
the terms of this Agreement.1.1.5
    
    Verizon Wireless will periodically monitor Companys
activities in accordance with all applicable laws and regulations and will
provide written notification to Company of matters that need improvement,
correction or other action.1.1.6
    
    Verizon Wireless shall provide system access and user
IDs and passwords, as required.1.1.7
    
    Verizon Wireless will notify Company in writing
fourteen (14) days in advance of the holiday of Verizon Wireless
requirements for that holiday. Verizon Wireless will provide a tentative
holiday schedule.
 1.2
    
    RESPONSIBILITIES OF COMPANY1.2.1
    
    Call Handling
 1.2.1.1
    
    Company will handle all calls associated with the Project
efficiently and effectively. Calls may include, but are not limited
to, order cancellation, questions on the product/service,
referrals, billing, orders for airtime, orders for wireless
service, orders for moving from one address to another, name
changes, technical support, customer retention, activation of new
customer accounts and orders for airtime purchased by credit card
processing. The Customer Service Representative (CSR) Job Profile
governing this work is attached hereto as Exhibit L. Company shall
provide such technology as defined in Exhibit M.1.2.1.2
    
    Company will meet qualitative, quantitative and monitoring
standards, including those specified in
Authorization Letters and in Section 2, Quality Standards, as
established by Verizon
Wireless and communicated from time to time to Company and which Company will monitor and measure
daily and report monthly to Verizon Wireless.
 
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1.2.1.3
    
    Company shall promote the sale and distribution of Verizon Wireless products and services
to eligible customers in accordance with Verizon Wireless service guidelines and procedures
and will represent and promote those products and services in accordance with applicable
prices, promotional literature and business guidelines and procedures provided by Verizon
Wireless.1.2.1.4
    
    Company shall offer wireless services to customers upon the terms and conditions authorized
by Verizon Wireless and shall not offer customers unauthorized
discounts or rebates on Verizon
Wireless products and services. Company shall ensure all CSRs read and abide by the attached
Schedule of Authorizations; Exhibit N. Company shall make no
changes to the terms and
conditions without the express written authorization of Verizon Wireless.1.2.1.5
    
    Company shall ensure that
all messages and recorded announcements, as well as any updates,
must be approved by Verizon Wireless authorized representative in writing prior to
implementation.1.2.1.6
    
    Unless otherwise provided in the applicable Authorization Letter, Company shall not use a
voice response unit (VRU) to provide services.
 1.2.2
    
    Staffing
 1.2.2.1
    
    Company shall, at its expense, furnish and maintain all adequate and appropriate equipment,
personnel, ancillary services, office facilities, support facilities and necessary hardware to
perform the Services at the Company call center(s) on or before the installation date for a
Project, and such shall be available for testing on or before the Project officially goes into
service.1.2.2.2
    
    Company will provide CSRs and Team Leaders as further defined in Section 6, Staffing and
Scheduling, and Project Leader(s) as further defined in
Section 13, Program Management. CSRs are
Company personnel designated by Company to receive and respond to inbound and outbound telephone
inquiries from, and to initiate and conduct follow-up calls to, customers regarding Verizon
Wireless products and services and to perform other on-line or off-line Services the Parties
mutually agree upon.1.2.2.3
    
    Company shall provide sufficiently trained CSRs to handle customer calls with minimal
transfers, and shall limit the time CSRs put customers on hold.
 
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1.2.2.4
    
    Company will be open on Verizon Wireless requested holidays,
depending on contingent business needs.
 1.2.3
    
    Complaint Procedures
 1.2.3.1
    
    Company shall remove from any Project, at Verizon Wireless
request, per the process outlined in Section 6.1  Staffing and
Scheduling, any CSR, Supervisor or Assistant Manager furnished
by Company who, in Verizon Wireless opinion, is incapable,
uncooperative or otherwise unacceptable in the execution of the
Services to be provided under this Agreement.1.2.3.2
    
    Company shall promptly and diligently investigate complaints
submitted by Verizon Wireless including, but not limited to,
requests for removal or reassignment of personnel. Company shall
advise Verizon Wireless, in writing, within 1 business day of the action
taken to resolve the complaint and to address any
recurrence.
 1.2.4
    
    Privacy of Communications
 1.2.4.1
    
    Company shall comply with the attached Non Disclosure Provisions,
Exhibit C. Company will ensure that all Company staff working
on, or in any way associated with, any Verizon Wireless Project
shall sign both a Confidentiality Contract and a Verizon
Wireless Claims Waiver attached hereto as Exhibit K.1.2.4.2
    
    Company shall ensure that no Company staff working on, or in any
way associated with any Verizon Wireless Project shall access
their personal wireless account information, nor that of any
family or friends, without the prior approval of Verizon Wireless.
Access includes, but is not limited to, issuing
credits/adjustments, altering account information, or making
payments or equipment changes.
 1.2.5
    
    Reporting & TrainingCompany will work with Verizon Wireless to develop required
reporting, training, systematic links to Verizon Wireless databases
and other databases and quality control procedures to assist in the
successful performance of all Projects.Without disrupting Service, Company will make the Company call
center(s) available for inspection, audit and project reviews.1.2.6
    
    Network / Technology RequirementsCompany will provide telecommunications support and network
integration to meet Verizon Wireless call standards.
 
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1.2.7
    
    Company Compliance Requirements
 1.2.7.1
    
    Compliance Requirements. Without limitation of any rights and remedy
that may otherwise be available in law or equity to Verizon Wireless under
this Agreement, in the event a Company employee or approved subcontractor
performing under this Agreement:
 1.2.7.1.1
    
    makes a material attempt to deceive or mislead a customer
regarding Verizon Wireless products or services;1.2.7.1.2
    
    fails to exercise reasonable care in the protection of Verizon Wireless
Confidential Information;1.2.7.1.3
    
    fails to comply with any law governing the provision
of Services hereunder;1.2.7.1.4
    
    uses Verizon Wireless equipment, customer information, or any
Verizon Wireless Confidential Information for any use not specifically authorized by this Agreement;
 then Company, on notice from Verizon Wireless, shall be liable to and shall
pay to Verizon Wireless a performance compensation payment (Performance
Compensation Payments) in the form of a credit to the next monthly invoice or,
at Verizon  Wireless option, direct payment to Verizon Wireless.
Both Parties agree to promptly notify the other Party upon discovery
of non-compliance with this Section 1.2.7.1.2.7.2
    
    Performance Compensation Payments.In the event of any Company
failure to comply with Section 1.2.7.1 above, Verizon Wireless
may elect to receive Performance Compensation Payments. Verizon
Wireless shall assess such Payments as set forth hereinafter, and
Company shall make such Payments to Verizon Wireless in the form
of a credit to the next monthly invoice  or, at Verizon
Wireless option, direct payment to Verizon Wireless. The sole
purpose of such Performance Compensation Payments is to provide a
mechanism within the context of the ongoing performance of the
Agreement under which Verizon Wireless would determine and
receive compensation, should Company fail in its performance,
without immediate resort to Section 10 (Termination) of
the Agreement. Accordingly, under normal circumstances, resort to
and utilization of the Performance Compensation Payments would
preclude the subsequent exercise of default provisions in the
Agreement for the specific Company failures for which payments
under this Section have been assessed (by Verizon Wireless) and
credited (or paid) by Company in accordance Section 1.2.7.1.
Notwithstanding such assessment and credit or payment, any failure
or failures shall, nevertheless, be counted in determining the
repeated, consistent or cumulative failure of Company to meet these performance requirements of this Agreement (or any amendments
thereto).
 
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In all events, this Section,
including any assessment for any failure or failures, shall not be
construed to limit Companys obligation to cure the specific failure or failures to perform.
Moreover, Verizon Wireless reserves the right and shall have the option to invoke default should
Company at any time fail to meet any performance requirements of this Agreement or any amendment(s) thereto. In addition to removing the Company employee and/or approved subcontractor promptly
from the Verizon Wireless account the Performance Compensation
Payments shall be calculated as
follows:The Performance Compensation
Payment from Company to Verizon Wireless shall be a dollar amount equal
to one percent (1%) of the average monthly billings calculated over the prior six (6) months for the
applicable Authorization Letter for each failure to comply with Section 1.2.7 above.
 F.
    
    Exhibit A,
Section 12, is hereby deleted and restated in its entirety as follows:
 12.
    
    PROGRAM MANAGEMENT12.1
    
    The Parties agree that in order to ensure the success of this Agreement, program management
and status reviews will be critical to the Project.12.2
    
    Project Leaders: Upon execution of this Agreement, Company and Verizon Wireless shall each
appoint a Project Leader to ensure that the requirements of this
Agreement will be met. Companys
Project Leader and the Verizon Wireless Project Leader shall coordinate their respective activities
pursuant to this Agreement.12.3
    
    Company Status Reviews: Verizon Wireless and at least one Company representative, as
determined by Verizon Wireless, shall convene at least three (3) times per Renewal Term, or as
deemed necessary by Verizon Wireless, to review Company performance. In the event of such
meeting, Verizon Wireless shall determine the date and location, and whether in person or via
telephone conference call. Company shall bear full expense for any necessary travel or
expenses for its employees to attend and participate in such meeting.
 G.
    
    Exhibit D is hereby deleted and restated as set forth in the attached Exhibit D.H.
    
    Exhibit E is hereby deleted and restated as set forth in the attached Exhibit E.I.
    
    Exhibit H is hereby deleted and restated as set forth in the attached Exhibit H.J.
    
    Exhibit I is hereby amended to remove all references to 2004.
 
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K.
    
    Exhibit J is hereby deleted and restated as set forth in the attached Exhibit J.L.
    
    Exhibit K is hereby deleted and restated as forth in the attached Exhibit K.
 5.
    
    EFFECT OF AMENDMENT. Except as amended hereby, the Agreement shall continue in full force and effect.6.
    
    SIGNATURES. IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed
by their duly authorized officers or representatives.
 CELLCO PARTNERSHIP
    
    
    
    
    
    APAC CUSTOMER SERVICES, INC.d/b/a VERIZON WIRELESSBy:
    
    /s/ William R. Conrad
    
    
    
    By:
    
    /s/ Michael DorionName: William R. Conrad
    
    
    
    
    
    Name: Michael DorionTitle: President, Northeast
    
    
    
    
    
    Title: VP-Operational PlanningDate: 6/6/05
    
    
    
    
    
    Date: May [ILLEGIBLE], 2005By:
    
    /s/ Marc TanenbergName: Marc TanenbergTitle: SVP and CFODate: May 13, 2005
 
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