Waiver Letter to Asset Exchange Agreement between PrimeCo PCS, L.P. and Virginia RSA 6 Cellular Limited Partnership

Summary

PrimeCo PCS, L.P. and Virginia RSA 6 Cellular Limited Partnership entered into an Asset Exchange Agreement dated May 17, 2000. In this letter, PrimeCo PCS waives a specific closing condition (Section 5.2.5) of the agreement, following the approval of the Bell/GTE merger by the FCC and in consideration of Va-6LP's efforts to expedite a related financial issuance. This waiver facilitates the closing of the asset exchange between the parties.

EX-10.2 3 0003.txt ASSET EXCHANGE AGREEMENT LETTER Exhibit 10.2 PrimeCo PCS, L.P. c/o Bell Atlantic Corporation 1717 Arch Street, 29th Floor Philadelphia, Pennsylvania 19103 June 16, 2000 Via Facsimile No. 540 ###-###-####; Hard Copy to follow via FedEx Overnight Delivery Mr. Warren Catlett Virginia RSA 6 Cellular Limited Partnership c/o CFW Communications Company 401 Spring Lane, Suite 300 Waynesboro, Virginia 22980 Re: Asset Exchange Agreement between PrimeCo PCS, L.P. ("PrimeCo PCS") and Virginia RSA 6 Cellular Limited Partnership ("Va-6LP"), dated May 17, 2000 (the "Agreement") Dear Mr. Catlett: In light of the recent approval of the Bell/GTE Merger (as that term is defined in the Agreement) by the Federal Communications Commission, and in consideration of Va-6LP's undertaking to attempt to expedite the High Yield Issuance, PrimeCo PCS hereby waives the condition precedent to closing set forth in Section 5.2.5 of the Agreement. Sincerely, PRIMECO PCS, L.P. s/ Michael J. Polosky Title: President/CEO cc: David Carter (via facsimile no. 404 ###-###-####) Susan Asch (via facsimile no. 215 ###-###-####) Steve Smith (via facsimile no. 215 ###-###-####)