Application for Wholesale Status

TABLE OF CONTENTS

PAGES

ATTACHMENT A--RESELLER PROFILE CHECKLIST 3 - 4

ATTACHMENT B—APPLICATION FOR RESELLER STATUS/APPLICANT HISTORY

QUESTIONNAIRE 5 - 10

ATTACHMENT C—AUTHORIZATION FOR RELEASE OF INFORMATION 11

ATTACHMENT D—PERSONAL HISTORY QUESTIONNAIRE 12

ATTACHMENT E—TRADE REFERENCES FORM 13

ATTACHMENT F—RESELLER CONTACT INFORMATION 14 - 15

ATTACHMENT G—IRREVOCABLE LETTER OF CREDIT 16 - 17

ATTACHMENT A

RESELLER PROFILE CHECKLIST

Directions

REMINDER: ALL QUESTIONS MUST BE ANSWERED, TYPED OR IN INK AND COPY SUBMITTED MUST HAVE ORIGINAL SIGNATURES AND DATES. FAXES/PHOTOCOPIES OF PROFILE WILL BE RETURNED AS WELL AS PROFILES/APPLICATIONS COMPLETED IN PENCIL. All references to “Applicant” mean the person or entity requesting Verizon Wireless Wholesale status.

In addition to your signed and completed Profile form, the following documents need to be included:

1.  AN APPLICATION-PROCESSING FEE IN THE AMOUNT OF $500.00 IS REQUIRED. Please remit a “non-refundable”

cashier’s check or money order for the application-processing fee to:

VERIZON WIRELESS

P.O. BOX 532646

ATLANTA, GA 30353-2646

The cashiers check or money order should state “Application Fee” on the memo line. In addition, please include the cashier’s check or money order number on the line below for tracking purposes.

Cashier’s Check or Money Order Number: ______

If the cashier’s check or money order is not received or the number is not provided, the application will be considered incomplete and returned to the Applicant for completion.

Note: DO NOT MAIL IN YOUR APPLICATION FEE WITH YOUR APPLICATION. PLEASE MAIL YOUR APPLICATION FEE ONLY TO THE ADDRESS ABOVE.

2.  Please mail your completed Application for Wholesale Status to the address provided by your assigned Account Manager.

3.  Attachment B: Application for Reseller Status. Attachment B must be notarized prior to submitting to Verizon Wireless for Reseller Status.

4.  Business Case: (a) Product/services

(b) Marketing plan

(c) Twelve month forecast of estimated subscribers for each requested territory

3. Attachments C and D (Authorization for Release of Information and Personal History Questionnaire)*

*These forms should be filled out individually for each officer, director, majority shareholder or individual who owns a 5% or more interest in Applicant and all individuals who are involved in the management of day-to-day business operations. Please note that on Attachment D all questions should be answered (must include a “NONE” where applicable).

4. Audited Financials: Must be for the last two (2) years*

(a) Profit and Loss Statement

(b) Balance Sheet

(c) Tax Returns for the last two (2) years

*If Applicant is in business less than two (2) years requires Opening Balance Sheet and most recent tax return(s).

5. Certificates

a) Corporation

Certified Certificate of Incorporation - raised seal from Dept. of State affixed

AND

Certified Certificate of Good Standing - also with raised seal affixed from Dept. of State. Some states may also refer to this document as Certificate of Existence/Short Form Standing.

b) Sole Proprietorship

Certificate of Authority or Business License - in this instance we would accept a photocopy but it would need to have been recently notarized.

AND

Certified Certificate of Good Standing.

c) Partnerships/Limited Liability Companies

State Registration (original registration OR certified with raised seal)

AND

Certified Certificate of Good Standing.

6. Reminder: Please note on Profile the State of incorporation/registration/formation

7. In addition the following criteria are reiterated:

a)  Signatures and information should be legible and
b) Witness signature, Social Security # and dates must be complete.

Full legal name of Applicant should be on profile. There can be no discrepancy between Applicant’s name on profile and State documents. If they are not the same, it will nullify the complete profile since information stated is reflected for a different entity. If Applicant uses a name other than its legal name (sometimes referred to as a “fictitious name filing”, “trade name” or “doing business as” (“d/b/a”) name), please submit documentation of State authorization to use such name.

8.  Completion and return of Federal Excise Tax Exemption Certificate (Applicant should consult its tax and/or legal advisor for details). If the parties mutually agree to execute an agreement, all exemption certificates must be provided to Verizon Wireless prior to activating any subscribers under the agreement.

9.  Completion and return of Attachment E, Trade References

10.  Completion and return of Attachment F, Reseller Contact Information

11.  Letter of Credit – All Letters of Credit must be in accordance with Attachment G. All banks are subject to approval by Verizon Wireless. Factors considered in determining the Letter of Credit amount include, but are not limited to, projected or actual A/R, credit/payment history, etc.

12. Insurance - Please note: The insurance requirements involving General Liability and Worker’s Compensation are included in Verizon Wireless’ Wholesale Agreement.

Incomplete profiles will be rejected and returned to the Applicant for completion and resubmission.

ATTACHMENT B

APPLICATION FOR RESELLER STATUS

Instructions to Applicant:

Please complete all requested information on the profile form. If any requested information does not apply, please indicate with “N/A” for not applicable. Incomplete items that are not marked “N/A” may be cause for rejection of application.

The Authorization for Release of Information form is also required of all officers, directors, majority shareholders or individuals who own a 5% or more interest in the Applicant and all individuals involved in day-to-day operations/management of Applicant. Applicant may also attach any information deemed necessary or relevant to this application for reseller status.

Reseller Status Requested: (if an entire Area is requested, the included Regions do not need to be individually checked off). (Place “T” for traditional and/or “P” for prepay on line next to desired Areas/Regions)

Midwest Area:

Great Plains: Illinois/Wisconsin: Kansas/Missouri:

Michigan/Indiana/Kentucky: Ohio/PA:

Northeast Area:

Philadelphia Tri-State: New England: D.C./Baltimore/VA:

Upstate NY: NY Metro:

South Area:

Houston/Gulf Coast: Central Texas: Carolinas/Tennessee:

Georgia/Alabama: Florida:

West Area:

Northern CA/Nevada: Southern CA: Desert Mountain:

Northwest:


ATTACHMENT B

APPLICATION FOR RESELLER STATUS (CON’T)

Applicant understands that Verizon Wireless may request a D&B and/or individual credit report and perform a background investigation on Applicant and the individuals managing Applicant’s business. (initial here)

Applicant understands that unless and until the Verizon Wireless Wholesale Agreement has been executed by BOTH Verizon Wireless and the Applicant that there is no contractual relationship between the parties. (initial here)

I HEREBY CERTIFY THAT THE INFORMATION IN THIS DOCUMENT IS TRUE, ACCURATE AND COMPLETE. I UNDERSTAND THAT IF ANY INFORMATION PROVIDED IS DETERMINED TO BE INCORRECT BY VERIZON WIRELESS, THAT MY APPLICATION FOR RESELLER STATUS CAN BE DENIED, OR MY RESELLER STATUS REVOKED.

I REPRESENT THAT I, , AM AN AUTHORIZED REPRESENTATIVE OF APPLICANT.

(Print name)

SIGNATURE:

TITLE:

DATE:

SWORN TO AND SUBSCRIBED BEFORE ME THIS DAY OF 20

NOTARY NAME:

(Print name)

NOTARY SIGNATURE:

DATE:


ATTACHMENT B

APPLICATION FOR RESELLER STATUS (CON’T)

1.  Legal Name of Applicant: (if using a d/b/a or trade name, please include that name(s)) and principal business address:

(If Applicant previously operated under a different legal name(s) and/or trade name, list all previous legal and trade name(s) below:)

2.  Name of parent company and principal business address: (if Applicant is a subsidiary) (include address, city and state)

3. Other business location addresses (include address, city and state):

4. Previous business addresses during the past ten (10) years (include address, city and state)

5. Has Applicant ever applied to be a Verizon Wireless Reseller under its wholesale program? Yes No

If yes, provide date of application and name of Applicant if different than current:

6. Has Applicant ever applied to be a Reseller under a wholesale program offered by any Verizon Wireless legacy company?

Yes No

If yes, provide date of application:

Identify which legacy company: Bell Atlantic Mobile PrimeCo Personal Communications, LLC GTE Airtouch Cellular/New Par USWest New Vector Frontier Comnet Ameritech NYNEX Mobile

7. Is Applicant now or has Applicant ever been a Verizon Wireless Reseller (under either the wholesale program or by purchasing Verizon Wireless retail service for resale?) Yes No

If yes, please provide date of contract and name of Applicant if different than current:

8. Has Applicant ever been a Reseller (under either the wholesale program or by purchasing the company’s retail service for resale?) with any Verizon Wireless legacy company? Yes No

9. If yes, please provide date of contract:

Identify which legacy company: Bell Atlantic Mobile PrimeCo Personal Communications, LLC GTE Airtouch Cellular/New Par USWest New Vector Frontier Comnet Ameritech NYNEX Mobile

10. Is Applicant now or has Applicant ever been a Verizon Wireless agent or sub-agent? Yes No

If yes, please provide date of contract and identify the markets in which you are authorized to be a Verizon Wireless agent:

11. Has Applicant ever been an agent for any of the Verizon Wireless legacy companies? Yes No

If yes, provide date of contract(s):

Identify which legacy company: Bell Atlantic Mobile PrimeCo Personal Communications, LLC GTE Airtouch Cellular/New Par USWest New Vector Frontier Comnet Ameritech NYNEX Mobile

If you were a sub-agent, please identify the agent (include principal name and address) you worked for:

12. Has Applicant ever applied to be a Verizon Wireless agent? Yes No

If yes, provide date of application and name of Applicant if different than current:

13. Has Applicant ever applied to be an agent with any Verizon Wireless legacy company? Yes No

If yes, provide date of application:

Identify which legacy company: Bell Atlantic Mobile PrimeCo Personal Communications, LLC GTE Airtouch Cellular/New Par USWest New Vector Frontier Comnet Ameritech NYNEX Mobile

14. Does Applicant have any relationship (for example, but not limited to, customer, vendor, landlord, partnership, joint marketing agreement, employment, consultant, subcontractor, etc.) now or in the past with Verizon Wireless? Yes No

If yes, please describe relationship and provide dates:

15. Does Applicant have any relationship (for example, but not limited to, customer, vendor, landlord, partnership, joint marketing agreement, employment, consultant, subcontractor, etc.) now or in the past with any Verizon Wireless legacy company? Yes No

If yes, identify type of relationship, dates and which legacy company: Bell Atlantic Mobile PrimeCo Personal Communications, LLC GTE Airtouch Cellular/New Par USWest New Vector Frontier Comnet Ameritech NYNEX Mobile

16. Does Applicant have any relationship (for example, but not limited to, agent, reseller, customer, vendor, landlord, partnership, joint marketing agreement, employment, consultant, subcontractor, etc.) now or in the past with Verizon Communications or Vodafone PLC? Yes No

If yes, please identify what type of relationship and the dates of the relationship. If the relationship is terminated, please provide the reason for termination.

17. Name of person completing application (please print clearly)

18. Position / title of person completing application:

19. Business address of person completing application:

20. Telephone Number with Area Code

21. Is this building:

Owned by You: Leased: Rented:

22. Federal Tax Identification Number:

23. How long at this location?

24. State Identification Number:

25. What Type of Business:

Corporation/LLC (please refer to requirements regarding articles of incorporation/formation
Partnership (please provide a copy of partnership agreement)
Sole Proprietorship

26. Listed in D&B? Yes No If yes, provide D&B number:

27. Number of employees: Full time: Part-time:

Please list all principals/shareholders/investors with more than 5% ownership and their relation to Applicant, if any:

28. Nature of current business:

29. Describe nature of business of any parent company, and all affiliates, and/or subsidiaries:

30. List all markets (include address, city, state and name of carrier) where Applicant currently (or previously) offers wireless service:

31. Do you have an established credit line with a bank or financial institution?

Yes: No:

Amount: Secured: Personal Guaranty:

Bank or Institution:

Address:

32. Other loans or instruments of borrowing. (i.e., long term and security)

33. Furnish detailed audited financial statements for the past two years prepared by a reputable accounting firm. Indicate accounting method: cash or accrual. Include Profit and Loss Statement and Balance Sheet. If financial statements are un-audited, please furnish tax returns from past two years. If Applicant is in business less than two years an Opening Balance Sheet and tax return(s) must be provided.

34. Furnish a detailed business plan for the next three years, defining products and services to be sold, markets for distribution, overview of how service will be marketed, twelve (12) month forecast of estimated monthly gross and net activations.

35. Applicant Criminal History:

List the locations, court jurisdictions, and dates of all instances where the Applicant was convicted for violating state and/or Federal criminal laws or codes (such as securities laws, fraud or environmental crimes) in the last seven years (excluding minor traffic violations).

36. Applicant Bankruptcy History:

List all bankruptcy actions during the past ten years. Include dates filed and where, court jurisdiction, docket number

and name and address of trustee.

37. Applicant Litigation History:

List all pending or settled suits, actions or claims for the past five years. List all pending, settled suits, actions or claims against Verizon Wireless, Bell Atlantic Mobile, PrimeCo Personal Communications, LLC, GTE, Airtouch Cellular/New Par, USWest/New Vector, Frontier, Comnet, Ameritech, NYNEX Mobile, Verizon Communications or Vodafone, PLC. Provide a brief description, dates, liability estimate, court of jurisdiction, location and disposition.

38. Applicant Liens:

List any existing liens on personal or business assets relating to Applicant.

ATTACHMENT C

AUTHORIZATION FOR RELEASE OF INFORMATION

PRINCIPAL signing this application, ALL officers, directors, majority shareholders or persons/entities owning at least a 5% interest in Applicant, and any person involved in the day to day management and or operations of Applicant are requested to fill out Attachments C and D. The Authorization for Release of Information expedites the approval process. (Please make as many copies of these attachments as needed.)

I, ______, authorize Verizon Wireless to conduct a background investigation concerning my criminal conviction record.

I authorize and consent for full release and review of all public records to the authorized representatives of Verizon Wireless.

I release and discharge Verizon Wireless to the full extent permitted by law from any claims, damages, losses, liabilities, costs, expenses or any other charge or complaint filed with any agency arising from retrieving and reporting this information.