CROWN ATLANTIC COMPANY LLC
FIRST AMENDMENT TO OPERATING AGREEMENT
THIS FIRST AMENDMENT TO OPERATING AGREEMENT (this “ First Amendment ”) is made and entered into as of
May 1, 2003 (the “ Effective Date ”) by Crown Atlantic Company LLC, a Delaware limited liability company (“ OpCo ” or the “
Company ”), and each of Bell Atlantic Mobile Inc., a Delaware corporation (“ BAM ”), and Crown Atlantic Holding Sub LLC, a
Delaware limited liability company (“ HoldCo Sub ”) (BAM and HoldCo Sub being hereinafter sometimes referred to individually
as a “Member” and collectively as the “Members”).
WHEREAS, Cellco Partnership and HoldCo Sub entered into that certain Operating Agreement dated as of March 31, 1999
(the “ Operating Agreement ”);
WHEREAS, Cellco Partnership previously transferred to BAM all of Cellco Partnership’s Membership Interest and
Percentage Interest in the Company; and
WHEREAS, the Members desire to amend the Operating Agreement as set forth herein.
NOW THEREFORE, for and in consideration of the mutual benefits to be derived, the promises and agreements herein
contained, other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
1. Limited Distributions on BAM Retained Interest .
(a) Notwithstanding any provisions of the Operating Agreement to the contrary (including, without limitation, any of the
provisions of Sections 6.8, 6.9, 6.10, 7.1 and 9.5(a) of the Operating Agreement), except as set forth in Section 1(b) below, BAM
shall not be entitled to any distribution or allocation of any type whatsoever on account of or in respect of the BAM Retained
Interest. Without limiting the generality of the foregoing, BAM shall not be entitled to any of the following distributions or
allocations on account of or in respect of the BAM Retained Interest: (i) allocations of Profits and Losses under Sections 6.8 or
6.9 of the Operating Agreement; (ii) allocations und