Filed by Bowne Pure Compliance



 



Exhibit
10.42



Agreement
# 750-03610-2002

Execution Version




AMENDMENT NUMBER 4

TO

MASTER TELESERVICES AGREEMENT 750-03610-2002

BETWEEN

VERIZON WIRELESS

AND

APAC Customer Services, Inc.





	1.	 	PARTIES.

	 
	 	 	This Amendment Number 4 (“Amendment”) to the Master Teleservices Agreement 750-03610-2002
(“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 for the benefit of its Affiliates (“Verizon Wireless”) is made and entered into
on and as of the date of execution by the last signing party.

	 
	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.	 	RENEWAL OF AGREEMENT. The Renewal Term shall commence as of the
1st day of March 2006 (the “Effective Date”) and continue in effect of a period
of two (2) years from the Effective Date and thereafter automatically renew for subsequent
one-Year Periods at each annual anniversary of the Effective Date (collectively, the
“Term”) unless written notice of intent not to renew is given by one party to the other
sixty (60) days prior to the end of the initial or any renewal term.

	 
	4.	 	AMENDMENT OF AGREEMENT. The following provisions of the Agreement are amended
as follows:







	 	A.	 	Section 21.1.5 is added in its entirety as follows:

	 
	 	 	 	“21.1.5 Professional liability insurance with a combined single limit of
$5,000,000.”

	 
	 	B.	 	Section 21.2 is hereby deleted and restated in its entirety as
follows:







	 	“21.2	 	 The insuring carriers shall
be rated at least A- by AM best. Such policies
shall be primary and non-contributory by Verizon Wireless. Verizon Wireless shall
be named as an additional insured on all liability policies in paragraph 21.1.3
above. Company shall furnish to Verizon Wireless certificates of such insurance
within ten (10) days of the execution of this Agreement and with each policy
renewal. The certificates shall provide that ten (10) days prior written notice of
cancellation or material change of the insurance to which the certificates relate
shall be given to Verizon Wireless. The fulfillment of the obligations hereunder in
no way modifies Company’s obligations to indemnify Verizon Wireless.”






Matter Number 710-10055-2006

IManage #343692

Cellco Partnership d/b/a Verizon Wireless—Proprietary and Confidential
Page 1 of 68





 


 











 





Agreement # 750-03610-2002

Execution Version





	 	C.	 	Exhibits A-N are hereby deleted and restated as set forth in the attached Exhibits A-N.







	5.	 	EFFECT OF AMENDMENT.

	 
	 	 	Except as amended hereby, the Agreement shall continue in full force and effect.

	 
	6.	 	SIGNATURES.

	 
	 	 	IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
their duly authorized officers or representatives.






	 	 	 	 	 	 	 	 	 
	 

	CELLCO PARTNERSHIP

d/b/a VERIZON WIRELESS
	 	 	APAC CUSTOMER SERVICES,
INC.	 	 
	 
	By: 

	/s/ Denny Strigl	 	By: 
	/s/ Larry Rodman	 	 
	 

	 
	 	 	 	 	 
	

	Name:	Denny Strigl 	 	 
	Name:	Larry Rodman	 	 
	 

	 	 	 	 	 	 	 	 
	

	Title:	 	 	 
	Title:	Group Vice President	 	 
	 

	 	 	 	 	 	 	 	 
	

	Date:	3/31/06
	 	 
	Date:	March 24, 2006	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	APAC CUSTOMER SERVICES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By: 
	/s/ James McClenehan
 

	 	 
	 

	 	 	 	 
	Name:	James McClenehan	 	 
	 

	 	 	 	 
	Title:	Sr. VP Sales & Mktg	 	 
	 

	 	 	 	 
	Date:	3/24/06	 	 






Matter Number 710-10055-2006

IManage #343692

Cellco Partnership d/b/a Verizon Wireless—Proprietary and Confidential
Page 2 of 68