EXHIBIT 4.2
NOTE
$350,000,000 August 15, 2002
New York, New York
FOR VALUE RECEIVED, the undersigned, VERIZON WIRELESS OF THE EAST LP, a
Delaware limited partnership ("Maker"), promises to pay to the order of VERIZON
INVESTMENTS INC. ("Lender"), at 0000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx
00000, (a) the principal sum of three hundred and fifty million dollars
($350,000,000) on the earlier of (i) February 15, 2007 and (ii) the date that
is six months after a VCI Call Exchange (as defined below) (or, if such earlier
date is not a Business Day (as defined below), on the next Business Day
thereafter) (such earlier date or such next Business Day, the "Maturity Date")
and (b) interest on the principal amount of this Note outstanding from time to
time, at an annual rate of 8.868% compounded and paid quarterly in cash on each
December 31, March 31, June 30 and September 30 after the date hereof (or, if
any such day is not a Business Day, on the next Business Day thereafter) and on
the Maturity Date. The principal amount of this Note may at any time be prepaid
by Maker in whole or in part, provided that such prepayment shall include
interest accrued on the principal amount so prepaid up to and including the
date thereof.
If default is made in the payment of the principal or interest represented
by this Note, Maker agrees to pay to Lender 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 Note
shall not be affected by any extension in the time of payment hereof.
Recourse under this Note shall be solely to the assets of Maker and,
except as expressly agreed in writing by any such partner, no partner of Maker
shall have any obligation under this Note, and Lender shall not have recourse
to the assets of any such partner for the satisfaction of this Note.
If any of the following events shall occur:
(a) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization or other relief
in respect of Maker or its debts, or of a substantial part of its assets, under
any Federal, state or foreign bankruptcy, insolvency, receivership or similar
law now or hereafter in effect or (ii) the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for Maker or for a
substantial part of its assets, and, in any such case, such proceeding or
petition shall continue undismissed for 90 days or an order or decree approving
or ordering any of the foregoing shall be entered; or
(b) Maker shall commence any voluntary case or other proceeding seeking
dissolution, liquidation or reorganization or other relief under any bankruptcy
law now or hereafter in effect;
then, in every such event, the principal of this Note, together with all
accrued interest thereon, shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are
waived by Maker.
As used in this Note, the following terms have the following meanings:
"Business Day" means a day that is neither a Saturday or Sunday nor
another day on which banks in New York City are required or authorized by law
to close.
"VCI Call Exchange" has the meaning specified in the Exchange Agreement
dated as of December 18, 2001 among Price Communications Corporation ("PCC"),
Price Communications Cellular Inc., Price Communications Cellular Holdings,
Inc., Price Communications Wireless, Inc. ("PWI"), Xxxxxx, Verizon Wireless
Inc., Cellco Partnership and Maker, as amended on or prior to the date hereof.
This Note shall be governed by and construed in accordance with the laws
of the State of New York.
Maker hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the Supreme Court of the State of
New York sitting in New York County and of the United States District Court for
the Southern District of New York, and any relevant appellate court, in any
action or proceeding arising out of or relating to this Note, or for
recognition or enforcement of any judgment, and Maker hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State court or, to the
extent permitted by law, in such Federal court. Xxxxx agrees that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Note
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shall affect any right that Lender may otherwise have to bring any action or
proceeding relating to this Note against Maker or its properties in the courts
of any jurisdiction. Maker irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection that it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Note in any court referred to in this
paragraph. Maker irrevocably waives, to the fullest extent permitted by law,
the defense of an inconvenient forum to the maintenance of any such suit,
action or proceeding in any such court.
MAKER WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE OR
ANY TRANSACTION CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY). MAKER CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
XXXXXX HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT XXXXXX WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER
Maker hereby agrees for the benefit of PCC and PWI (collectively, "Price")
that as long as no Release Condition (as defined in the Guarantee dated as of
the date hereof by PWI for the benefit of Lender or the Guarantee and Security
Agreement dated as of the date hereof between PCC and Lender) has occurred, it
shall not waive its rights under, or modify, amend or supplement, this Note
without the prior written consent of Price.
VERIZON WIRELESS OF THE EAST LP
By /s/ Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx
Title: VP Business Development
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