EXHIBIT 10.2
DEMAND NOTE
$500,000,000 August 15, 2002
New York, New York
FOR VALUE RECEIVED, the undersigned, CELLCO PARTNERSHIP, a Delaware
general partnership ("Maker"), promises to pay to the order of VERIZON WIRELESS
OF THE EAST LP ("New LP"), at 000 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxxxxxxx, Xxx
Xxxxxx 00000, the principal sum of five hundred million dollars ($500,000,000),
plus interest thereon accrued at an annual rate of 6.14% compounded quarterly,
on demand.
If default is made in the payment of the principal or interest represented
by this Demand Note, Maker agrees to pay to the holder all costs of collection,
including but not limited to court costs and reasonable attorneys' fees.
Maker hereby waives presentment and demand for payment, protest, notice of
protest and non-payment, notice of dishonor or any other notice not expressly
provided for herein, and agrees that Maker's liability in respect of this
Demand Note shall not be affected by any extension in the time of payment
hereof.
This Demand Note is the Cellco Contributed Note referred to in the
Transaction Agreement dated as of December 18, 2001 among Maker, Price
Communications Corporation, Price Communications Cellular Inc., Price
Communications Cellular Holdings, Inc., Price Communications Wireless, Inc.,
and New LP and shall be subject to the provisions thereof.
This Demand Note shall be governed by and construed in accordance with the
laws of the State of New York.
CELLCO PARTNERSHIP
By /s/ Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx
Title: VP Business Development