FLOATING RATE NOTE Successor to GTE Consumer Services Incorporated Promissory Note Due September 30, 2009 (Sold by GTE Corporation to Verizon Global Funding Corp November 29, 2002)

Exhibit 10.1

FLOATING RATE NOTE
Successor to
GTE Consumer Services Incorporated
Promissory Note Due September 30, 2009
(Sold by GTE Corporation to Verizon Global Funding Corp
November 29, 2002)

     FOR VALUE RECEIVED, the undersigned, Cellco Partnership, a Delaware general partnership (herein “Borrower”) hereby promises to pay to the order of Verizon Global Funding Corp., a Delaware corporation (herein “Lender”), in same day funds in lawful money of the United States at its offices at 3900 Washington Street, 2^nd Floor, Wilmington, Delaware 19802 or such other place as Lender may from time to time designate, the principal sum of Two Billion Four Hundred Thirty-One Million Eighteen Thousand Two Hundred Twenty Dollars and Ninety-Two Cents ($2,431,018,220.92) (the “Principal Sum”), or such lesser amount as shall equal the aggregate unpaid principal amount of the loans made by Lender to Borrower under this Floating Rate Note, on August 1, 2009 (the “Maturity Date”) together with interest thereon from the date borrowed until paid in full.

     For the purposes of this Floating Rate Note, the following terms shall have the meanings set forth to the right thereof:

      As more fully described below, the principal amount of this Floating Rate Note that shall be outstanding from time to time shall bear interest until paid in full at a rate per annum equal to One-Month LIBOR plus a spread of 20 basis points as in effect for each interest period. One-Month LIBOR will be the offered rate for deposits in U.S. dollars having a one-month maturity on the first Business Day of each calendar month as such rate appears on the Bloomberg Professional service maintained by Bloomberg L.P. as of 11 a.m. London time on the determination date, or on such other computer service or publication of national standing as may be chosen by Lender from time to time. The initial interest rate in effect for borrowings (i) from the day and year first above written to August 1, 2005 shall be 3.54% and (ii) from August 2, 2005 to September 1, 2005 shall be 3.73% . The interest rate shall be adjusted on the first Business Day of each month (which, for purposes of this Floating Rate Note, shall mean a day of the year on which banks are not required or authorized by law to close in the State of New York, and on which dealings are carried on in the London interbank market). Interest shall be computed based on the average daily balance of all amounts borrowed under this Floating Rate Note during a calendar month, on the basis of a 360-day year for the actual number of days elapsed. Interest shall be due, owing and payable on the first business day of each month with respect to the interest accrued and not previously paid during the prior month. If a date on which any payment of principal or interest under this Floating Rate Note is required to be made is a Legal Holiday (which for purposes of this Floating Rate Note shall mean a Saturday, Sunday or day on which banking institutions in the State of New York are not required to be open), then such payment may be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period with respect to such payment.

     Prior to the Maturity Date, Borrower shall have the right from time to time to prepay the unpaid principal sum or any portion thereof under this Floating Rate Note, plus all interest accrued thereon plus all other sums due and payable to Lender without penalty, provided that such prepayment shall not be directly or indirectly from the proceeds of Specified Indebtedness, Permitted Acquisition Indebtedness or Permitted Incremental Indebtedness.

      The occurrence of one or more of any of the following shall constitute an “Event of Default” under this Floating Rate Note:

     Upon the occurrence of any Event of Default, then the entire unpaid principal sum under this Floating Rate Note plus all interest accrued thereon plus all other sums due and payable to Lender shall, at the option of Lender, become due and payable immediately without presentment, demand, notice of nonpayment, protest, notice of protest or other notice of dishonor, all of which are hereby expressly waived by Borrower. In addition to the foregoing, upon the occurrence of any Event of Default, Lender may forthwith exercise singly, concurrently, successively or otherwise any and all rights and remedies available to Lender by law, equity, statute or otherwise. Borrower hereby waives presentment, demand, notice of nonpayment, protest, notice of protest or other notice of dishonor, and any and all other notices in connection with any default in the payment of, or any enforcement of the payment of, all amounts due under this Floating Rate Note. To the extent permitted by law, Borrower waives the right to any stay of execution and the benefit of all exemption laws now or hereafter in effect. Borrower further waives and releases all errors, defects and imperfections in any proceedings instituted by Lender.

     Following the occurrence of any Event of Default, Borrower shall pay upon demand all costs and expenses (including reasonable attorneys’ fees) incurred by Lender in the exercise of any of its rights, remedies or powers under this Floating Rate Note with respect to such Event of Default, and any amount thereof not paid promptly following demand therefor shall be added to the principal sum under this Floating Rate Note and shall bear interest at the rate set forth herein, plus two percent (2%), from the date of such demand until paid in full.

     In the event that for any reason one or more of the provisions of this Floating Rate Note or their application to any entity or circumstances shall be held to be invalid, illegal or unenforceable in any respect or to any extent, such provisions shall nevertheless remain valid, legal and enforceable in all such other respects and to such extent as may be permissible. In addition, any such invalidity, illegality or unenforceability shall not affect any other provisions of this Floating Rate Note, but this Floating Rate Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

      Borrower covenants that it will not consolidate with, or merge into, or be merged into, or transfer all or substantially all of its properties and assets to, any person unless the person is a general partnership or corporation; such general partnership or corporation assumes all the obligations of Borrower under this Floating Rate Note; and after

giving effect thereto, no Event of Default or event which, after notice or the passage of time, or both, would constitute an Event of Default, shall have occurred and be continuing. Following such a merger or transfer, the surviving or transferee general partnership or corporation shall be the successor Borrower, and the predecessor Borrower shall be relieved of all obligations under this Floating Rate Note. Failure by Borrower to observe and perform this covenant shall be an immediate Event of Default under this Floating Rate Note.

     Lender may sell or assign all or a portion of its rights and obligations under this Fixed Rate Note to any member of the Lender Affiliated Group with the prior consent of the Borrower (such consent not to be unreasonably withheld).

     Borrower and Lender agree that as of the Effective Date:

     All notices and other communications provided for or given or made under this Floating Rate Note shall be personally delivered or sent by overnight carrier or by facsimile transmission, and, if to Lender, addressed to 3900 Washington Street, Wilmington, Delaware 19802, Attention: President (facsimile ###-###-#### or ###-###-####), and if to Borrower, addressed to 180 Washington Valley Road, Bedminster, New Jersey 07921, Attention: Vice President and Chief Financial Officer (facsimile ###-###-####), or to such other address or facsimile number with respect to either party as such party shall notify the other in writing from time to time. All notices and other communications so given shall be deemed to be effective upon receipt.

      This Floating Rate Note inures to the benefit of Lender and binds Borrower, and their respective successor and assigns, and the words “Lender” and “Borrower” whenever occurring herein shall be deemed and construed to include such respective successors and assigns. This Floating Rate Note shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws provisions thereof.

IN WITNESS WHEREOF, Borrower, with full power and authority to do so, has executed this Floating Rate Note the day and year first written above.

Accepted and agreed to as of the day and year first above written.