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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                                )                            
                                                                             
                                                )                            
                                                                             
     In the Matter of                           )                            
                                                                             
     Cellco Partnership d/b/a Verizon           )   File Nos.: EB-09-SE-116  
     Wireless                                                                
                                                )   EB-10-SE-026             
     And its Subsidiaries                                                    
                                                )   Acct. No.: 201232100025  
     GTE Mobilnet of South Texas                                             
                                                )   FRNs: 0003579406         
     Limited Partnership, and                                                
                                                )   0003293941               
     GTE Mobilnet of Texas RSA #17                                           
                                                )   0018506568               
     Limited Partnership                                                     
                                                )                            
                                                                             
                                                )                            
                                                                             
                                                )                            



                                     ORDER

   Adopted: June 28, 2012 Released: June 28, 2012

   By the Chief, Enforcement Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau (Bureau) of the Federal Communications
       Commission (Commission) and Cellco Partnership d/b/a Verizon Wireless,
       on behalf of itself and its subsidiaries, GTE Mobilnet of South Texas
       Limited Partnership and GTE Mobilnet of Texas RSA #17 Limited
       Partnership (collectively, Verizon Wireless). The Consent Decree
       resolves and terminates the Bureau's investigations into possible
       violations of Section 301 of the Communications Act of 1934, as
       amended (Act), and Section 1.903(a) of the Commission's rules (Rules),
       pertaining to the apparent unauthorized operation of certain common
       carriage fixed point-to-point microwave radio frequencies, and
       Sections 1.929(b) and 1.947(a) and (b) of the Rules, pertaining to the
       timely filing of applications to modify a carrier's Cellular
       Geographic Service Area.

    2. The Bureau and Verizon Wireless have negotiated a Consent Decree that
       resolves these matters. A copy of the Consent Decree is attached
       hereto and incorporated herein by reference.

    3. After reviewing the terms of the Consent Decree and evaluating the
       facts before us, we find that the public interest would be served by
       adopting the Consent Decree and terminating the investigations.

    4. In the absence of material new evidence relating to these matters, we
       conclude that our investigations raise no substantial or material
       questions of fact as to whether Verizon Wireless possesses the basic
       qualifications, including those related to character, to hold or
       obtain any Commission license or authorization.

    5. Accordingly, IT IS ORDERED that, pursuant to Section 4(i) of the Act,
       and Sections 0.111 and 0.311 of the Rules, the Consent Decree attached
       to this Order IS ADOPTED.

    6. IT IS FURTHER ORDERED that the above-captioned investigations ARE
       TERMINATED.

    7. IT IS FURTHER ORDERED that a copy of this Order and Consent Decree
       shall be sent by first class mail and certified mail, return receipt
       requested, to John T. Scott, Vice President and Deputy General Counsel
       - Regulatory Law, Legal & External Affairs Department, Verizon
       Wireless, 1300 I Street, N.W., Suite 400-W, Washington, D.C. 20005, as
       well as to David H. Solomon, Esq., counsel for Verizon Wireless,
       Wilkinson Barker Knauer, LLP, 2300 N Street, N.W., Suite 700,
       Washington, D.C. 20037.

   FEDERAL COMMUNICATIONS COMMISSION

   P. Michele Ellison

   Chief, Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                                )                            
                                                                             
                                                )                            
     In the Matter of                                                        
                                                )                            
     Cellco Partnership d/b/a Verizon               File Nos.: EB-09-SE-116  
     Wireless                                   )                            
                                                    EB-10-SE-026             
     And its Subsidiaries                       )                            
                                                    Acct. No.: 201232100025  
     GTE Mobilnet of South Texas                )                            
                                                    FRNs: 0003579406         
     Limited Partnership, and                   )                            
                                                    0003293941               
     GTE Mobilnet of Texas RSA #17              )                            
                                                    0018506568               
     Limited Partnership                        )                            
                                                                             
                                                )                            
                                                                             
                                                )                            


                                 CONSENT DECREE

   The Enforcement Bureau of the Federal Communications Commission and Cellco
   Partnership d/b/a Verizon Wireless, on behalf of itself and its
   subsidiaries GTE Mobilnet of South Texas Limited Partnership and GTE
   Mobilnet of Texas RSA #17 Limited Partnership, by their respective
   authorized representatives, hereby enter into this Consent Decree for the
   purpose of terminating the Enforcement Bureau's investigations into
   possible violations of Section 301 of the Communications Act of 1934, as
   amended, and Section 1.903(a) of the Commission's rules, pertaining to the
   apparent use of certain unauthorized common carriage fixed point-to-point
   microwave radio frequencies, and Sections 1.929(b) and 1.947(a) and (b) of
   the rules, pertaining to the timely filing of applications to modify a
   carrier's Cellular Geographic Service Area.

   I. DEFINITIONS

    1. For the purposes of this Consent Decree, the following definitions
       shall apply:

     a. "Act" means the Communications Act of 1934, as amended, 47 U.S.C.
        S:S: 151  et seq.

     b. "Adopting Order" means an order of the Bureau adopting the terms of
        this Consent Decree without change, addition, deletion, or
        modification.

     c. "Bureau" means the Enforcement Bureau of the Federal Communications
        Commission.

     d. "Cellular Geographic Service Area" or "CGSA" is the geographic area
        considered by the FCC to be served by a cellular system, and within
        which a cellular system is entitled to protection from interference.

     e. "CGSA Investigation" means the investigation commenced by the
        Bureau's June 11, 2009 letter of inquiry pertaining to possible
        violations of the CGSA

   Modification Rules.

     f. "CGSA Modification Rules" means Sections 1.929(b), 1.947(a) and (b),
        and 22.911 of the Rules and other Communications Laws governing the
        filing of applications to modify a licensee's cellular geographic
        service area.

     g. "Commission" and "FCC" mean the Federal Communications Commission and
        all of its bureaus and offices.

     h. "Communications Laws" means collectively, the Act, the Rules, and the
        published and promulgated orders and decisions of the Commission to
        which Verizon Wireless is subject by virtue of its business
        activities, including but not limited to, the Licensing Rules and the
        CGSA Modification Rules.

     i. "Compliance Plan" means the compliance obligations and compliance
        program described in this Consent Decree at paragraph 13 hereof.

     j. "Covered Employees" means, collectively, Covered Licensing Employees
        and Covered Service Area Employees.

     k. "Covered Licensing Employees" means all employees and agents of
        Verizon Wireless who perform duties, or supervise, oversee, or manage
        the performance of duties that relate to GTE's responsibilities under
        the Licensing Rules.

     l. "Covered Service Area Employees" means all employees and agents of
        Verizon Wireless who perform duties, or supervise, oversee, or manage
        the performance of duties that relate to Verizon Wireless's
        responsibilities under the CGSA Modification Rules, but excludes
        those employees or agents of Verizon Wireless who perform
        construction or similar tasks related to the physical maintenance of
        Verizon Wireless's common carriage network.

     m. "Effective Date" means the date on which the Bureau releases the
        Adopting Order.

     n. "GTE" means GTE Mobilnet of South Texas Limited Partnership and GTE
        Mobilnet of Texas RSA #17 Limited Partnership, collectively, which
        operate exclusively in portions of Mississippi, Louisiana, and Texas.

     o. "Investigations" means the CGSA Investigation and the Unauthorized
        Operation Investigation.

     p. "Licensing Rules" means, collectively, Section 1.903(a) of the Rules
        and other Communications Laws that prohibit the use or operation of a
        wireless radio

   station without a valid authorization or in a manner inconsistent with
   such authorization.

     q. "Parties" means Verizon Wireless and the Bureau, each of which is a
        "Party".

     r. "Operating Procedures" means the standard, internal operating
        procedures and policies used by Verizon Wireless to ensure that the
        Company complies with the Licensing Rules and CGSA Modification
        Rules.

     s. "Rules" means the Commission's regulations found in Title 47 of the
        Code of Federal Regulations.

     t. "Unauthorized Operation Investigation" means the investigation
        commenced by the Bureau's July 7, 2010 letter of inquiry pertaining
        to possible violations of the Licensing Rules through the use of
        certain unauthorized frequencies.

     u. "Verizon Wireless" or "Company" means Cellco Partnership d/b/a
        Verizon Wireless, and each of its affiliates and subsidiaries,
        including GTE.

   II. BACKGROUND

   A. Licensing Rules

    2. Section 301 of the Act and Section 1.903(a) of the Rules prohibit the
       use or operation of any apparatus for the transmission of energy or
       communications or signals by wireless radio stations except under and
       in accordance with an authorization granted by the Commission.

    3. GTE holds licenses for the operation of six inter-linked, common
       carriage fixed point-to-point microwave stations with the following
       call signs: (1) WQJH882 (Dixon, Texas); (2) WQJH999 (East Bernard,
       Texas); (3) WQJH883 (Fulshear, Texas); (4) WQJE868 (Pin Oak, Texas);
       (5) WLL644 (Rosenberg, Texas);  and (6) WQJF666 (Wallis, Texas). On
       August 25, 2008, the Commission granted GTE Special Temporary
       Authority (STA) to operate four of its common carriage fixed
       point-to-point microwave stations on 18 modified frequencies. However,
       on January 20, 2009, GTE filed applications to cancel these STAs,
       which were granted by the Broadband Division of the Wireless
       Telecommunications Bureau on January 21, 2009. On November 20, 2009,
       GTE filed applications to modify each of its six common carriage fixed
       point-to-point microwave stations to add or change frequencies,
       including those frequencies previously authorized in the cancelled
       STAs. GTE included in each of its applications a waiver request
       seeking retroactive authority to use the proposed frequencies and to
       obtain conditional operating authority going forward pending grant of
       the modification applications. On March 4-5, 2010, the Broadband
       Division granted GTE's modification applications without prejudice to
       future enforcement action and denied GTE's waiver requests. The
       Wireless Telecommunications Bureau subsequently referred this matter
       to the Bureau for investigation and possible enforcement action.

    4. On July 7, 2010, the Bureau's Spectrum Enforcement Division (Division)
       issued the Unauthorized Operation LOI to GTE. The Unauthorized
       Operation LOI directed GTE to respond to a series of questions
       regarding its apparent use of certain unauthorized frequencies.
       Verizon Wireless responded to the Unauthorized Operation LOI on behalf
       of GTE on August 6, 2010. The Bureau sought additional information on
       February 14, 2011, to which Verizon Wireless responded on February 18,
       2011. The Bureau and Verizon Wireless entered into tolling agreements
       to toll the statute of limitations.

   B. Cellular Geographic Service Area Modification Rules

    5. Sections 1.929(b) and 1.947(a) of the Commission's Rules provide that
       licensees proposing network modifications that would expand the
       cellular geographic service area (CGSA) of an existing cellular system
       are classified as major change applications necessitating prior
       Commission approval. Under Sections 1.929(k) and 1.947(b) of the
       Rules, network modifications that would reduce a cellular system's
       CGSA are classified as minor change applications, and a licensee
       implementing such system modifications must file a minor change
       notification within thirty days of making any such change. In the 2000
       Biennial Review Reconsideration Order, the Commission adopted the
       "secondary operations policy", which permits cellular licensees to
       "extend into adjacent unserved area[s] of less than 50 square miles
       without prior approval by the Commission, and without first undergoing
       the major modification process." Licensees are required to notify the
       Commission of such extensions.

    6. In 2008 and 2009, Verizon Wireless filed certain major change
       applications and minor change notifications (collectively, the
       Applications), generally in connection with the sunset of the
       Commission's cellular analog service requirement. As a result of the
       analog sunset, Verizon Wireless, for the first time, used digital
       operations (reflecting pre-analog sunset digital overbuilds) as the
       basis for depicting CGSA boundaries, resulting in various deviations
       from its analog-defined service boundaries. In June 2009, the Mobility
       Division of the Wireless Telecommunications Bureau granted certain of
       the Applications without prejudice to future enforcement action. The
       Wireless Telecommunications Bureau referred this matter to the Bureau
       for investigation and possible enforcement action.

    7. On June 11, 2009, the Division issued the CGSA Modification LOI to
       Verizon Wireless, directing the company to submit a sworn written
       response to a series of questions relating to the Applications.
       Verizon Wireless responded to the CGSA Modification LOI on August 20,
       2009. On September 20, 2011, the Bureau issued Verizon Wireless a
       second letter of inquiry, to which Verizon Wireless responded on
       October 20, 2011. The Bureau and Verizon Wireless entered into tolling
       agreements to toll the statute of limitations.

    8. We note that the Commission is currently considering whether to alter
       its site-based licensing framework. On February 15, 2012, the
       Commission issued a Notice of Proposed Rulemaking and Order proposing
       to transition the existing site-based licensing model for the Cellular
       Radiotelephone Service (Cellular) to a geographic-based approach,
       which would generally authorize construction within a particular
       geographic boundary (subject to certain interference protection and
       other technical requirements) and would not entail applications for
       prior Commission approval of specific transmitter locations. The
       Commission also adopted an immediate freeze on the filing of certain
       Cellular applications claiming "Unserved Area" in "Covered" Cellular
       Market Area (CMA) Blocks, including new-system Cellular licenses and
       major modifications to expand existing systems if claiming an Unserved
       Area that is not contiguous to the existing CGSA.

   III. TERMS OF AGREEMENT

    9. Adopting Order. The Parties agree that the provisions of this Consent
       Decree shall be subject to final approval by the Bureau by
       incorporation of such provisions by reference in the Adopting Order.

   10. Jurisdiction. Verizon Wireless agrees that the Bureau has jurisdiction
       over it and the matters contained in this Consent Decree and that the
       Bureau has the authority to enter into and adopt this Consent Decree.

   11. Effective Date; Violations.  The Parties agree that this Consent
       Decree shall become effective on the Effective Date as defined herein.
       As of the Effective Date, the Adopting Order and this Consent Decree
       shall have the same force and effect as any other order of the
       Commission. Any violation of the Adopting Order or of the terms of
       this Consent Decree shall constitute a separate violation of a
       Commission order, entitling the Commission to exercise any rights and
       remedies attendant to the enforcement of a Commission order.

   12. Termination of Investigation. In express reliance on the covenants and
       representations in this Consent Decree and to avoid further
       expenditure of public resources, the Bureau agrees to terminate the
       Investigations. In consideration for the termination of the
       Investigations, Verizon Wireless agrees to the terms, conditions, and
       procedures contained herein. The Bureau further agrees that in the
       absence of new material evidence, the Bureau will not use the facts
       developed in the Investigations

   through the Effective Date, or the existence of this Consent Decree, to
   institute on its own motion any new proceeding, formal or informal, or
   take any action on its own motion against Verizon Wireless concerning the
   matters that were the subject of the Investigations. The Bureau also
   agrees that in the absence of new material evidence it will not use the
   facts developed in the Investigations through the Effective Date, or the
   existence of this Consent Decree, to institute on its own motion any
   proceeding, formal or informal, or take any action on its own motion
   against Verizon Wireless with respect to Verizon Wireless's basic
   qualifications, including its character qualifications, to be a Commission
   licensee or to hold Commission licenses or authorizations.

   13. Compliance Plan.  For purposes of settling the matters set forth
       herein and based on the special facts and circumstances presented in
       this case, the Parties agree to the following compliance provisions.
       Specifically, Verizon Wireless: (i) agrees to implement within sixty
       (60) calendar days after the Effective Date a Compliance Plan relating
       to GTE's future compliance with the Licensing Rules, and to Verizon
       Wireless's future compliance with the CGSA Modification Rules; and
       (ii) represents that it has one or more management employees in each
       of its business units who has responsibility for compliance with each
       of the Communications Laws that are relevant to its operations, that
       there are at least twenty (20) such management employees, and that,
       collectively, these management employees exercise responsibility for
       the Company's compliance with all of the Communications Laws that are
       relevant to the operations of the Company. The Company agrees that it
       will either maintain this compliance structure, or, if it makes
       changes, shall ensure that it maintains equivalent management
       oversight over compliance with all Communications Laws that are
       applicable to the operations of the Company. The Compliance Plan will
       include, at a minimum, the following components:

   (a) Compliance Officer. Within thirty (30) calendar days after the
   Effective Date, Verizon Wireless shall designate a senior corporate
   manager with the requisite corporate and organizational authority to serve
   as Compliance Officer and to discharge the duties set forth below. The
   person designated as the Compliance Officer shall be responsible for
   developing, implementing, and administering the Compliance Plan and
   ensuring that Verizon Wireless complies with the terms and conditions of
   the Compliance Plan and this Consent Decree. The Compliance Officer shall
   have specific knowledge of the Licensing Rules and the CGSA Modification
   Rules prior to assuming his/her duties.

    b. Operating Procedures and Compliance Manual. Within sixty (60) calendar
       days after the Effective Date, Verizon Wireless shall review and
       augment its existing Operating Procedures on compliance with the
       Licensing Rules (Licensing Operating Procedures) and the CGSA
       Modification Rules (CGSA Operating Procedures).

   (i) Verizon Wireless's Licensing Operating Procedures shall explain the
   Licensing Rules and set forth the procedures that all Covered Licensing
   Employees must follow to help ensure GTE's compliance with the Licensing
   Rules, including internal procedures and policies specifically designed to
   ensure that GTE

   does not commence operation of a wireless radio station without a valid
   authorization and does not operate such station in a manner inconsistent
   with such authorization. Verizon Wireless shall distribute the Licensing
   Operating Procedures to all Covered Licensing Employees within sixty (60)
   calendar days after the Effective Date.

   (ii) Verizon Wireless's CGSA Operating Procedures shall explain the CGSA
   Modification Rules and set forth the procedures that all Covered Service
   Area Employees must follow to help ensure Verizon Wireless's compliance
   with the CGSA Modification Rules, which shall include internal procedures
   and policies specifically designed to ensure that all applications and
   notifications filed by Verizon Wireless with respect to the modification
   of a CGSA are timely filed in accordance with the CGSA Modification Rules.
   Verizon Wireless shall distribute the CGSA Operating Procedures to all
   Covered Service Area Employees within sixty (60) calendar days after the
   Effective Date.

   (iii) Verizon Wireless shall periodically review and revise its Operating
   Procedures as necessary to ensure that the information set forth therein
   remains current and complete, and shall distribute any revisions to the
   Operating Procedures promptly to all applicable Covered Employees.

    c. Compliance Training. Verizon Wireless shall establish and implement a
       Compliance Training Program: (i) for Covered Licensing Employees on
       compliance with the Licensing Rules and the Licensing Operating
       Procedures; and (ii) for Covered Service Area Employees on compliance
       with the CGSA Modification Rules and the CGSA Operating Procedures. As
       part of the Compliance Training Program, Covered Employees shall be
       advised of Verizon Wireless's obligation to report noncompliance under
       paragraph 14 of this Consent Decree and shall be instructed on how to
       disclose noncompliance to the Compliance Officer. All Covered
       Employees shall be trained pursuant to the Training Program within
       ninety (90) calendar days after the Effective Date,  except that any
       person who becomes a Covered Employee at any time after the Effective
       Date shall be trained within thirty (30) calendar days after the date
       such person becomes a Covered Employee. Verizon Wireless shall repeat
       the compliance training on an annual basis, and shall periodically
       review and revise the Compliance Training Program as necessary to
       ensure that it remains current and complete and to enhance its
       effectiveness.

   (d) Termination Date. Unless stated otherwise, the requirements of this
   paragraph 13 of the Consent Decree shall expire twenty-four (24) months
   after the Effective Date.

   14. Reporting Noncompliance. Verizon Wireless shall report any
       noncompliance with the Licensing Rules by GTE, and any noncompliance
       with the terms and conditions of this Consent Decree by Verizon
       Wireless within fifteen (15) calendar days after the discovery of such
       noncompliance. Such

   reports shall include a detailed explanation of: (i) each instance of
   noncompliance; (ii) the steps that Verizon Wireless has taken or will take
   to remedy such noncompliance; (iii) the schedule on which such remedial
   actions will be taken; and (iv) the steps that Verizon Wireless has taken
   or will take to prevent the recurrence of any such noncompliance. All such
   reports of noncompliance shall be submitted to the Chief, Spectrum
   Enforcement Division, Enforcement Bureau, Federal Communications
   Commission, 445 12th Street, S.W., Room 3-C366, Washington, D.C. 20554,
   with a copy submitted electronically to Nissa Laughner at
   Nissa.Laughner@fcc.gov, Kathy Harvey at Kathy.Harvey@fcc.gov, JoAnn
   Lucanik at JoAnn.Lucanik@fcc.gov, and Daudeline Meme at
   Daudeline.Meme@fcc.gov. The reporting obligations set forth in this
   paragraph 14 shall expire twenty-four (24) months after the Effective
   Date.

   15. Compliance Reports. Verizon Wireless  shall file Compliance Reports
       with the Commission ninety (90) calendar days after the Effective
       Date, twelve (12) months after the Effective Date, and twenty-four
       (24) months after the Effective Date.

         a. Each compliance report shall include a detailed description of
            Verizon Wireless's efforts during the relevant period to comply
            with: (i) the Licensing Rules as applicable to GTE; (ii) the CGSA
            Modification Rules; and (iii) the terms and conditions of this
            Consent Decree. In addition, each Compliance Report shall include
            a certification by the Compliance Officer, as agent of and on
            behalf of Verizon Wireless, stating that the Compliance Officer
            has personal knowledge that Verizon Wireless: (i) has established
            and implemented the Compliance Plan; (ii) has utilized the
            Operating Procedures since the implementation of the Compliance
            Plan; and (iii) is not aware of any instances of noncompliance
            with the terms and conditions of this Consent Decree, including
            the reporting obligations set forth in paragraph 14 hereof.

         b. The Compliance Officer's certification shall be accompanied by a
            statement explaining the basis for such certification and must
            comply with Section 1.16 of the Rules and be subscribed to as
            true under penalty of perjury in substantially the form set forth
            therein.

         c. If the Compliance Officer cannot provide the requisite
            certification, the Compliance Officer, as an agent of and on
            behalf of Verizon Wireless, shall provide the Commission with a
            detailed explanation of the reason(s) why and describe fully: (i)
            each instance of noncompliance; (ii) the steps that Verizon
            Wireless has taken or will take to remedy such noncompliance,
            including the schedule on which proposed remedial actions will be
            taken; and (iii) the steps that Verizon Wireless has taken or
            will take to prevent the recurrence of any such noncompliance,
            including the schedule on which such preventive action will be
            taken.

         d. All Compliance Reports shall be submitted to the Chief, Spectrum
            Enforcement Division, Enforcement Bureau, Federal Communications
            Commission, 445 12th Street, S.W., Room 3-C366, Washington, D.C.
            20554, with a copy submitted electronically to Nissa Laughner at
            Nissa.Laughner@fcc.gov, Kathy Harvey at Kathy.Harvey@fcc.gov,
            JoAnn

   Lucanik at JoAnn.Lucanik@fcc.gov, and Daudeline Meme at
   Daudeline.Meme@fcc.gov.

   16. Section 208 Complaints; Subsequent Investigations. Nothing in this
       Consent Decree shall prevent the Commission or its delegated authority
       from adjudicating complaints filed pursuant to Section 208 of the Act
       against Verizon Wireless for alleged violations of the Act, or for any
       other type of alleged misconduct, regardless of when such misconduct
       took place. The Commission's adjudication of any such complaints will
       be based solely on the record developed in that proceeding. Except as
       expressly provided in this Consent Decree, this Consent Decree shall
       not prevent the Commission from investigating new evidence of
       noncompliance by Verizon Wireless with the Communications Laws.

   17. Voluntary Contribution. Verizon Wireless agrees that it will make a
       voluntary contribution to the United States Treasury in the amount of
       one hundred sixty-five thousand dollars ($165,000). The payment must
       be made within thirty (30) calendar days after the Effective Date. The
       payment must be made by check or similar instrument, wire transfer, or
       credit card and must include the Account Number and FRN referenced in
       the caption to the Adopting Order. Regardless of the form of payment,
       a completed FCC Form 159 (Remittance Advice) must also be submitted.
       An FCC Form 159 may be obtained at
       http://www.fcc.gov/Forms/Form159/159.pdf. When completing the FCC Form
       159, enter the Account Number in block number 23A (call sign/other ID)
       and enter the letters "FORF" in block number 24A (payment type code).
       Payment by check or money order must be made payable to the order of
       the Federal Communications Commission. Such payments may be mailed to
       Federal Communications Commission, P.O. Box 979088, St. Louis, MO
       63197-9000 or sent via overnight mail to U.S. Bank - Government
       Lockbox #979088, SL-MO-C2-GL, 1005 Convention Plaza, St. Louis, MO
       63101. Payment by wire transfer may be made to ABA Number 021030004,
       receiving bank TREAS/NYC, and Account Number 27000001. Payment by
       credit card may be made by providing the required credit card
       information on FCC Form 159 and signing and dating the form to
       authorize the credit card payment. Verizon Wireless must also send
       electronic notification to Nissa Laughner at Nissa.Laughner@fcc.gov,
       Kathy Harvey at Kathy.Harvey@fcc.gov, JoAnn Lucanik at
       JoAnn.Lucanik@fcc.gov, Daudeline Meme at Daudeline.Meme@fcc.gov, and
       Samantha Peoples at Sam.Peoples@fcc.gov on the date said payment is
       made.

   18. Waivers.  Verizon Wireless waives any and all rights it may have to
       seek administrative or judicial reconsideration, review, appeal, or
       stay, or to otherwise challenge or contest the validity of this
       Consent Decree and the Adopting Order, provided the Bureau issues an
       Adopting Order as defined herein. Verizon Wireless shall retain the
       right to challenge Commission interpretation of the Consent Decree or
       any terms contained herein. If any Party (or the United States on
       behalf of the Commission) brings a judicial action to enforce the
       terms of the Adopting Order, Verizon Wireless and the Commission shall
       not contest the validity of the Consent Decree or of the Adopting
       Order, and Verizon Wireless shall waive any statutory right to a trial
       de novo. Verizon Wireless hereby agrees to waive any claims it may
       have under the Equal Access to Justice Act, 5 U.S.C. S: 504 and 47
       C.F.R. S: 1.1501 et seq., relating to the matters addressed in this
       Consent Decree.

   19. Invalidity. In the event that this Consent Decree in its entirety is
       rendered invalid by any court of competent jurisdiction, it shall
       become null and void and may not be used in any manner in any legal
       proceeding.

   20. Subsequent Rule or Order. The Parties agree that if any provision of
       the Consent Decree conflicts with any subsequent Rule or order adopted
       by the Commission (except an order specifically intended to revise the
       terms of this Consent Decree to which Verizon Wireless does not
       expressly consent), that provision will be superseded by such Rule or
       Commission order.

   21. Successors and Assigns. Verizon Wireless agrees that the provisions of
       this Consent Decree shall be binding on its successors, assigns, and
       transferees.

   22. Final Settlement. The Parties agree and acknowledge that this Consent
       Decree shall constitute a final settlement between the Parties with
       respect to the Investigations. The Parties further agree that this
       Consent Decree does not constitute either an adjudication on the
       merits or a factual or legal finding or determination regarding any
       compliance or noncompliance with the Communications Laws.

   23. Modifications. This Consent Decree cannot be modified without the
       advance written consent of both Parties.

   24. Paragraph Headings. The headings of the paragraphs in this Consent
       Decree are inserted for convenience only and are not intended to
       affect the meaning or interpretation of this Consent Decree.

   25. Authorized Representative.  The individual signing this Consent Decree
       on behalf of Verizon Wireless represents and warrants that he is
       authorized by Verizon Wireless to execute this Consent Decree and to
       bind Verizon Wireless to the obligations set forth herein. The FCC
       signatory represents that she is signing this Consent Decree in her
       official capacity and that she is authorized to execute this Consent
       Decree.

   26. Counterparts. This Consent Decree may be signed in any number of
       counterparts (including by facsimile), each of which, when executed
       and delivered, shall be an original, and all of which counterparts
       together shall constitute one and the same fully executed instrument.

   ____________________________

   P. Michele Ellison

   Chief

   Enforcement Bureau

   ____________________________

   Date

   ____________________________

   John T. Scott, III

   Vice President and Deputy General Counsel

   Verizon

   ____________________________

   Date

   47 U.S.C. S: 301.

   47 C.F.R. S: 1.903(a).

   Id. S:S: 1.929(b), 1.947(a) - (b).

   47 U.S.C. S: 154(i).

   47 C.F.R. S:S: 0.111, 0.311.

   47 U.S.C. S: 301.

   47 C.F.R. S: 1.903(a).

   Id. S:S: 1.929(b), 1.947(a).

   See id. S: 22.911.

   See Letter from Katherine S. Berthot, Chief, Spectrum Enforcement
   Division, Enforcement Bureau, Federal Communications, to John T. Scott,
   Vice President and Deputy General Counsel - Regulatory Law, Verizon
   Wireless (June 11, 2009) (CGSA Modification LOI).

   See Letter from Kathryn S. Berthot, Chief, Spectrum Enforcement Division,
   Enforcement Bureau, Federal Communications Commission, to Sonya R. Dutton,
   Supervisor, Network Compliance, GTE Mobilnet of South Texas Limited
   Partnership (July 7, 2010) (Unauthorized Operation LOI).

   47 U.S.C. S: 301.

   47 C.F.R. S: 1.903(a).

   See File Nos. 0003484842 (filed June 24, 2008, amended Aug. 8, 2008,
   granted Sept. 16, 2008); 0003538071 (filed Aug. 8, 2008, granted Sept. 17,
   2008); 0003484837 (filed June 24, 2008, amended Aug. 8, 2008, granted
   Sept. 16, 2008); 0003484805 (filed June 24, 2008, granted Aug.14, 2008);
   0003435432 (filed May 13, 2008, amended June 24, 2008, granted Aug. 5,
   2008); and 0003484849 (filed June 24, 2008, amended Aug. 20, 2008, granted
   Aug. 21, 2008). All of the stations are licensed to GTE Mobilnet of South
   Texas Limited Partnership with the exception of WQJH999, which is licensed
   to GTE Mobilnet of Texas RSA #17 Limited Partnership.

   See File Nos. 0003555737, 0003555738, 0003555757, and 0003555758 (filed
   Aug. 20, 2008, granted Aug. 25, 2008); Special Temporary Authorizations,
   call signs WQJF906 (Pin Oak), WQJF907 (Fulshear),WQJF908 (Wallis), and
   WQJF909 (Dixon).

   See File Nos. 0003708126, 0003708131, 0003708135, and 0003708140 (filed
   Jan. 20, 2009, granted Jan. 21, 2009).

   See File Nos. 0004040679 (filed Nov. 20, 2009, granted Mar. 5, 2010);
   0004040687 (filed Nov. 20, 2009, granted Mar. 4, 2010); 0004040680 (filed
   Nov. 20, 2009, granted Mar. 5, 2010); 0004040681 (filed Nov. 20, 2009,
   granted Mar. 5, 2010); 0004040682 (filed Nov. 20, 2009, granted Mar. 5,
   2010); and 0004040683 (filed Nov. 20, 2009, granted Mar. 5, 2010).

   See id., Requests for Waiver.

   See supra note 12. See also Wireless Telecommunications Bureau
   Site-By-Site Action, Report No. 5704, Public Notice, at 4-5 (Mar. 10,
   2010). On January 19, 2012, GTE filed a major change application to modify
   the license for station WQJH883 to correct the polarization of frequency
   6063.8 MHz on path number 2. See File No. 0005034155 (filed Jan. 18, 2012)
   (WQJH883 Application). GTE stated in the WQJH883 Application that, due to
   "administrative error," the November 20, 2009 major change application for
   station WQJH883 (File No. 0004040680) incorrectly specified horizontal
   polarization for the proposed link when in fact GTE had coordinated and
   deployed the proposed link using vertical polarization. Id. at Exhibit A.
   Simultaneously with the filing of the Application, GTE voluntarily
   disclosed the matter to the Bureau.

   See supra note 6.

   See Letter from David H. Solomon, Esq., counsel for GTE Mobilnet of South
   Texas Limited Partnership and GTE Mobilnet of Texas RSA #17 Limited
   Partnership, wholly owned subsidiaries of Cellco Partnership d/b/a Verizon
   Wireless, Wilkinson Barker Knauer, LLP, to Nissa Laughner, Esq., Attorney
   Advisor, Spectrum Enforcement Division, Enforcement Bureau, Federal
   Communications Commission (Aug. 6, 2010).

   See Letter from David H. Solomon, Esq., counsel for GTE Mobilnet of South
   Texas Limited Partnership and GTE Mobilnet of Texas RSA #17 Limited
   Partnership, wholly owned subsidiaries of Cellco Partnership d/b/a Verizon
   Wireless, Wilkinson Barker Knauer, LLP, to Daudeline Meme, Assistant
   Chief, Spectrum Enforcement Division, Enforcement Bureau, Federal
   Communications Commission (Feb. 18, 2011).

   See, e.g., Tolling Agreement Extension, File No. EB-10-SE-026, executed by
   and between John D. Poutasse, Chief, Spectrum Enforcement Division,
   Enforcement Bureau, Federal Communications Commission, and David H.
   Solomon, counsel for GTE Mobilnet of South Texas Limited Partnership and
   GTE Mobilnet of Texas RSA #17 Limited Partnership, wholly owned
   subsidiaries of Cellco Partnership d/b/a Verizon Wireless (Apr. 30, 2012).

   See 47 C.F.R. S:S: 1.929(b), 1.947(a).

   See 47 C.F.R. S:S: 1.929(k), 1.947(b).

   See Year 2000 Biennial Review - Amendment of Part 22 of the Commission's
   Rules to Modify or Eliminate Outdated Rules Affecting the Cellular
   Radiotelephone Service and Other Commercial Mobile Radio Services, Order
   on Reconsideration, 19 FCC Rcd 3239 (2004) (2000 Biennial Review
   Reconsideration Order).

   Id. at 3256-3257, para. 41.

   Id.

   Sunset of the Cellular Radiotelephone Service Analog Service Requirement
   and Related Matters, Memorandum Opinion and Order, 22 FCC Rcd 11243 (2007)
   (Analog Sunset MO&O). The Commission recognized that the analog sunset
   would force some carriers that were converting to digital technology "to
   unnecessarily reconfigure their digital sites or make alternative CGSA
   showings simply to maintain the interference protection associated with
   their analog-determined CGSAs." Id at 11267, para. 49. The Commission
   therefore permitted licensees, "in lieu of making a revised CGSA showing,
   to certify that the discontinuance of [analog] service will not result in
   any loss of wireless coverage throughout the carrier's CGSA." Licensees
   that could not so certify were required to file a revised CGSA
   determination. Id.

   See supra note 5.

   See Letter from David H. Solomon, Esq., counsel for Verizon Wireless,
   Wilkinson Barker Knauer, LLP, to Marlene H. Dortch, Secretary, Federal
   Communications Commission (Aug. 20, 2009).

   See Letter from John D. Poutasse, Acting Chief, Spectrum Enforcement
   Division, Enforcement Bureau, Federal Communications Commission, to John
   T. Scott, Vice President and Deputy General Counsel - Regulatory Law,
   Verizon Wireless (Sept. 20, 2011).

   See Letter from David H. Solomon, Esq., counsel for Verizon Wireless,
   Wilkinson Barker Knauer, LLP, to Kathy Harvey, Esq., Attorney Advisor,
   Spectrum Enforcement Division, Enforcement Bureau, Federal Communications
   Commission (Oct. 20, 2011).

   See, e.g., Tolling Agreement Extension, File No. EB-09-SE-116, executed by
   and between John D. Poutasse, Chief, Spectrum Enforcement Division,
   Enforcement Bureau, Federal Communications Commission, and David H.
   Solomon, Esq., counsel for Verizon Wireless (Apr. 30, 2012).

   See Amendment of Parts 1 and 22 of the Commission's Rules with Regard to
   the Cellular Service, Including Changes in Licensing of Unserved Area;
   Amendment of the Commission's Rules with Regard to Relocation of Part 24
   to Part 2; Interim Restrictions and Procedures for Cellular Service
   Applications, WT Docket No. 12-40, Notice of Proposed Rulemaking and
   Order, 27 FCC Rcd 1745 (2012). Specifically, the Commission proposed to
   issue geographic-area "Overlay Licenses" through competitive bidding, in
   two stages. Id. at 1746, para. 2.

   Id. at 1771-1774, paras. 67-75.

   Verizon Wireless represents that it maintains written Operating Procedures
   on the Licensing Rules and CGSA Modification Rules and that these
   documents provide guidance on standard operating procedures with which
   Covered Employees must comply, include a detailed explanation of Verizon
   Wireless's obligations under the Licensing Rules and the CGSA Modification
   Rules, and outline general principles of business conduct in connection
   with Verizon Wireless's compliance with these rules.

   47 C.F.R. S: 1.16.

   Federal Communications Commission DA 12-841

                                       4

   Federal Communications Commission DA 12-841