Filed by Bowne Pure Compliance



 





Exhibit
10.39




Agreement # 750-03610-2002. Amendment 1




AMENDMENT NUMBER ONE TO




MASTER TELESERVICES AGREEMENT




THIS AMENDMENT Number One (the “Amendment ”) effective as of February
1, 2004 is made and entered into by and between APAC Customer
Services, Inc an
Illinois corporation,  with offices at Six Parkway North, Deerfield,
Illinois 600l5 (“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 benefits of its Affiliates (“Verizon Wireless”).



RECITALS




WHEREAS, Verizon Wireless and APAC Customer Services entered into a
Master Teleservices Agreement dated February 1, 2003, Agreement
Number 750-03610-2002, pursuant to which APAC Customer Services agreed to
provide inbound and outbound customer relationship management (CRM) and
related services to Verizon Wireless (the “Agreement”); and



WHEREAS, APAC Customer Services and Verizon Wireless now desire to amend
Master Teleservices Agreement so as to provide written agreement on a Renewal Term
pursuant to which APAC Customer Services shall provide inbound and outbound
customer relationship management (CRM) and related services; and

NOW, THEREFORE, in consideration of the foregoing premises, and
for other good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, Verizon Wireless and APAC Customer Services
hereby agree as follows:




	A.	 	THIS AMENDMENT IS AN INTEGRAL PART OF THE AGREEMENT. THE TERMS
USED HEREIN WHICH ARE DEFINED OR SPECIFIED IN THE AGREEMENT SHALL HAVE THE
MEANINGS SET FORTH IN THE AGREEMENT. IF THERE ARE ANY INCONSISTENCIES
BETWEEN THE PROVISIONS OF THIS AMENDMENT AND THE PROVISIONS OF THE
AGREEMENT, THE PROVISIONS OF THIS AMENDMENT SHALL CONTROL.

	 
	B.	 	RENEWAL OF AGREEMENT. The Renewal Term is effective
 as of the 1st day of February 2004
and shall continue in effect through February 28, 2005 unless terminated
pursuant to the Agreement.

	 
	C.	 	AMENDMENT OF AGREEMENT. The following provisions amend the Agreement.
Capitalized terms not otherwise defined in this Amendment and used in this
section shall have the meanings ascribed thereto in the Agreement.







	 	1.	 	Section 6.3 of the Agreement is herby deleted and restated in its
entirety:







	 	“6.3 	 	 Invoices will be prepared and sent to the persons
and addresses designated by Verizon Wireless in each Authorization
Letter.”







	 	2.	 	Exhibit A is hereby deleted and restated as set
forth in the attached Exhibit A.






Cellco Partnership d/b/a Verizon Wireless — Proprietary and Confidential.





 


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Agreement
# 750-03610-2002. Amendment 1





	 	3.	 	Attachment A-1 is hereby deleted and restated as set forth in the attached
Attachment A-1.

	 
	 	4.	 	Exhibit B is hereby deleted and restated as set forth in the attached Exhibit B.

	 
	 	5.	 	Exhibit D is hereby deleted and restated as set forth in the attached Exhibit D.

	 
	 	6.	 	Exhibit E is hereby deleted and restated as set forth in the attached Exhibit E.

	 
	 	7.	 	Exhibit F is hereby deleted and restated as set forth in the attached Exhibit F.

	 
	 	8.	 	Attachment F-1 is attached hereto and made part of this Agreement.

	 
	 	9.	 	Attachment F-2 is attached hereto and made part of this Agreement.

	 
	 	10.	 	Exhibit I is hereby deleted and restated as set forth in the attached Exhibit I.

	 
	 	11.	 	Exhibit J is hereby deleted and restated as set forth in the attached Exhibit J.

	 
	 	12.	 	Exhibit L is hereby deleted and restated as set forth in the attached Exhibit L.

	 
	 	13.	 	Exhibit M is hereby deleted and restated as set forth in the attached Exhibit M.







	D.	 	EFFECT OF AMENDMENT. Except as amended hereby, the Agreement shall continue in full
force and effect.

	 
	E.	 	SEVERABILITY. If one
or more provisions of this Amendment are held to be unenforceable under
applicable law, such provision shall be excluded from this Amendment and the balance of the
Amendment shall be interpreted as if such provision were so excluded and shall be enforceable
in accordance with its terms.

	 
	F.	 	COUNTERPARTS. This Amendment may be executed in any number of counterparts, each of which
will be deemed an original, and all of which together shall constitute one instrument. This
amendment may be executed originally or by facsimile, and when so executed and delivered shall
be deemed to be an original. It shall become binding when executed and delivered by both
parties.

	 
	G.	 	ENTIRE AGREEMENT. This Amendment together with the Agreement and Authorization Letters
issued pursuant to the Agreement, constitutes the entire Agreement and understanding between
the parties with respect to the subject matter hereof, and supersedes
any and all prior or
contemporaneous Agreements, understandings, arrangements, commitments, negotiations and
discussions of the parties, whether oral or written (all of which shall have no substantive
significance or evidentiary effect) with respect to the subject matter hereof. Each party
acknowledges, represents and warrants that it has not relied on any representation, Agreement,
understanding, arrangement, or commitment, which has not been expressly set forth in this
Amendment, the Agreement or any previous amendment to the Agreement.






Cellco
Partnership d/b/a Verizon Wireless — Proprietary and Confidential.


 


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Agreement # 750-03610-2002. Amendment 1




This Amendment is hereby executed as of the date first written above.



	 	 	 	 	 	 	 	 	 	 	 
	 

	 	CELLCO PARTNERSHIP
	 	 	 	 	 	APAC CUSTOMER SERVICES, INC.
	 	 
	 

	 	d/b/a VERIZON WIRELESS	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ L. C. McAdam
	 	 	 	By:
	 	/s/ David LaBonte	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	

	 	Name: LOWELL C. McADAM
	 	 	 	
	 	Name: David LaBonte	 	 
	

	 	Title: EXECUTIVE VICE PRESIDENT &

          CHIEF OPERATING OFFICER
	 	 	 	
	 	Title: Senior Vice President Operations
Date: 12/22/03	 	 
	

	 	Date: 1/9/04
	 	 	 	
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Marc Tanenberg	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	
	 	Name: Marc Tanenberg	 	 
	 

	 	 	 	 	 	
	 	Title: Senior Vice President
and Chief Financial
Officer	 	 
	 

	 	 	 	 	 	
	 	Date: 12/30/03	 	 






Cellco
Partnership d/b/a Verizon Wireless — Proprietary and Confidential.


 


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