EXHIBIT 2
GUARDIAN/VERIZON VOTING AMENDMENT
EXECUTION COPY
AMENDED AND RESTATED VOTING AGREEMENT
AGREEMENT, dated as of February 7, 2002 among Cellco Partnership, a
Delaware general partnership ("CELLCO"), Verizon Wireless of the East LP, a
limited partnership organized under the laws of the State of Delaware ("NEW
LP"), Verizon Wireless Inc., a Delaware corporation ("VWI" and, together with
Cellco and New LP, the "VERIZON PARTIES") and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇,
by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as guardian of their property (each of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and
▇▇▇ ▇▇▇▇▇▇▇, a "STOCKHOLDER").
WHEREAS, VWI, the Stockholders and ▇▇▇▇▇▇ ▇▇▇▇▇ as guardian of the
property of ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ are party to a Voting Agreement dated
March 30, 2001 (the "OLD VOTING AGREEMENT");
WHEREAS, the Old Voting Agreement provides that it shall terminate
automatically upon the termination of a certain Transaction Agreement dated
November 14, 2000 among VWI, Cellco, VWI Acquisition Corporation, Price
Communications Corporation, a New York corporation ("PRICE PARENT"), Price
Communications Cellular Inc., a Delaware corporation ("PRICE CELLULAR"), Price
Communications Cellular Holdings, Inc., a Delaware corporation ("PRICE
SHAREHOLDER") and Price Communications Wireless, Inc., a Delaware corporation
(the "COMPANY" and, together with Price Parent, Price Cellular and Price
Shareholder, the "PRICE CORPORATIONS") (the "OLD TRANSACTION AGREEMENT");
WHEREAS, the Old Transaction Agreement was terminated in accordance
with its terms pursuant to a Termination Agreement dated as of December 18, 2001
among VWI and the Price Corporations and a new Transaction Agreement among
Cellco, New LP and the Price Corporations was executed on December 18, 2001 (the
"NEW TRANSACTION AGREEMENT");
WHEREAS, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as guardian of the property of ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇ has entered into a Voting Agreement dated as of March
30, 2001 with ▇▇▇▇▇▇ ▇▇▇▇▇ (the "ORIGINAL ▇▇▇▇▇▇▇ FAMILY VOTING AGREEMENT"),
which is being amended as of the date hereof to exclude the matters covered by
this agreement (as amended, the "▇▇▇▇▇▇▇ FAMILY VOTING AGREEMENT");
WHEREAS, ▇▇▇▇▇▇ ▇▇▇▇▇ as guardian of the property of ▇▇▇▇ ▇▇▇▇▇ and
▇▇▇▇ ▇▇▇▇▇ has entered into a Voting Agreement dated as of March 30, 2001 with
▇▇▇▇▇▇ ▇▇▇▇▇ (the "PRICE FAMILY VOTING AGREEMENT");
WHEREAS, in order to (i) induce VWI to consent to the amendment of the
Original ▇▇▇▇▇▇▇ Family Voting Agreement, (ii) provide for termination upon,
among other things, the termination of the New Transaction Agreement and (iii)
secure the agreement of each Stockholder to vote all shares of capital stock of
any Price Corporation that such Stockholder may beneficially own on the date
hereof or hereafter acquire or otherwise be entitled to vote (collectively, the
"SHARES") to approve the New Transaction Agreement and any of the transactions
contemplated thereby.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
GRANT OF PROXY AND VOTING AGREEMENT
SECTION 1.01. VOTING AGREEMENT. Each Stockholder hereby agrees to vote
all Shares that such Stockholder is entitled to vote at the time of any vote to
approve the New Transaction Agreement and any of the transactions contemplated
thereby at any meeting or meetings of the stockholders of any Price Corporation,
as applicable, and at any adjournment thereof, at which such New Transaction
Agreement and any transactions contemplated thereby are submitted for the
consideration and vote of the stockholders of any Price Corporation, as
applicable. Each Stockholder hereby agrees that it will not vote any Shares in
favor of (other than an Alternative Agreement entered into in accordance with
the New Transaction Agreement and matters relating to, or in connection with the
Alternative Agreement) the approval of any (i) Acquisition Proposal, (ii) action
or set of actions which, if consummated, would constitute a Change of Control,
(iii) reorganization, recapitalization, liquidation or winding up of the Company
or any other extraordinary transaction involving the Company (other than as
contemplated by the New Transaction Agreement and the Ancillary Agreements
referred to therein), (iv) corporate action the consummation of which would
frustrate the purposes, or prevent or delay the consummation, of the
transactions contemplated by the New Transaction Agreement or (v) other matter
relating to, or in connection with, any of the foregoing matters.
SECTION 1.02. IRREVOCABLE PROXY. Each Stockholder hereby revokes
any and all previous proxies granted with respect to his or her Shares
relating to the matters covered by this Agreement. By entering into this
Agreement, each Stockholder hereby grants a proxy appointing Cellco as
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such Stockholder's attorney-in-fact and proxy, with full power of substitution,
for and in such Stockholder's name, to vote, express, consent or dissent, or
otherwise to utilize such voting power in the manner provided by Section 1.01
above with respect to all the Shares of such Stockholder. The proxy granted by
each Stockholder pursuant to this Article 1 is irrevocable. The proxy granted by
each Stockholder pursuant hereto shall be revoked upon termination of this
Agreement in accordance with its terms.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER
Each Stockholder represents and warrants to Cellco that:
SECTION 2.01. AUTHORIZATION; ENFORCEABILITY. If such Stockholder is not
a natural Person, the execution, delivery and performance by such Stockholder of
this Agreement and the consummation by such Stockholder of the transactions
contemplated hereby are within the powers of such Stockholder. This Agreement
constitutes a valid and binding Agreement of such Stockholder. If such
Stockholder is executing this Agreement in a representative or fiduciary
capacity or pursuant to any power of attorney or proxy, the Person signing this
Agreement has full power and authority to enter into and perform this Agreement.
If such Stockholder is a natural Person, the Shares beneficially owned by such
Stockholder do not constitute marital property under applicable laws, or if such
Shares constitute marital property, the consent of such Shareholder's spouse is
not required for the execution and delivery of this Agreement or the performance
by such Stockholder of the obligations of the Stockholder hereunder. The Person
signing this Agreement has full power and authority to enter into and perform
this Agreement.
SECTION 2.02. NON-CONTRAVENTION. The execution, delivery and
performance by such Stockholder of this Agreement and the consummation of the
transactions contemplated hereby do not and will not (i) violate any applicable
law, rule, regulation, judgment, injunction, order or decree, (ii) require any
consent or other action by any Person under, constitute a default under, or give
rise to any right of termination, cancellation or acceleration or to a loss of
any benefit to which such Stockholder is entitled under any provision of any
agreement or other instrument binding on such Stockholder or (iii) result in the
imposition of any Lien on any assets of such Stockholder.
SECTION 2.03. OWNERSHIP OF SHARES. With respect to the Shares set forth
on the page immediately following the signature pages hereof opposite such
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Stockholder's name, such Stockholder (x) is the record and beneficial owner
of such Shares free and clear of any Lien and any other limitation or
restriction (including any restriction on the right to vote or otherwise
dispose of the Shares) other than pursuant to the ▇▇▇▇▇▇▇ Family Voting
Agreement or (y) has and, for so long as this Agreement is in effect, will
have the full power and authority to vote, express consent or dissent, or
otherwise utilize the voting power of such Shares.
SECTION 2.04. TOTAL SHARES. Except for the Shares set forth on the page
immediately following the signature pages hereof, such Stockholder does not
beneficially own or otherwise have the right to vote any (i) shares of capital
stock or voting securities of any Price Corporation, (ii) securities of any
Price Corporation convertible into or exchangeable for shares of capital stock
or voting securities of any Price Corporation or (iii) options or other rights
to acquire from any Price Corporation any capital stock, voting securities or
securities convertible into or exchangeable for capital stock or voting
securities of any Price Corporation.
SECTION 2.05. FINDER'S FEES. Subject to and by complying with Section
7.18 of the New Transaction Agreement, no investment banker, broker, finder or
other intermediary is entitled to a fee or commission from any of the Price
Corporations in respect of this Agreement based upon any arrangement or
agreement made by or on behalf of such Stockholder.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE VERIZON PARTIES
Each of the Verizon Parties represents and warrants, with respect to
itself, to each Stockholder that:
SECTION 3.01. CORPORATE AUTHORIZATION. The execution, delivery and
performance by such Verizon Party of this Agreement and the consummation by such
Verizon Party of the transactions contemplated hereby are within each of its
powers and have been duly authorized by all necessary corporate or partnership
action. This Agreement constitutes a valid and binding Agreement of such Verizon
Party.
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ARTICLE 4
COVENANTS OF EACH STOCKHOLDER
Each Stockholder hereby covenants and agrees that:
SECTION 4.01. NO PROXIES FOR OR ENCUMBRANCES ON SHARES. Except pursuant
to the terms of this Agreement, such Stockholder shall not, without the prior
written consent of Cellco, directly or indirectly, (i) grant any proxies or
enter into any voting trust or other agreement or arrangement with respect to
the voting of any Shares (other than the proxy granted pursuant to Section 1.02
of this Agreement), (ii) sell, assign, transfer, encumber or otherwise dispose
of , or enter into any contract, option or other arrangement or understanding
with respect to the direct or indirect sale, assignment, transfer, encumbrance
or other disposition of, any Shares or permit any other Person to take any such
action with respect to any Shares during the term of this Agreement or (iii)
agree to any amendment, waiver or termination of the Price Family Voting
Agreement or the ▇▇▇▇▇▇▇ Family Voting Agreement. Such Stockholder shall not
seek or solicit any such acquisition or sale, assignment, transfer, encumbrance
or other disposition or any such contract, option or other arrangement or
understanding and agree to notify Cellco promptly, and to provide all details
requested by Cellco if such Stockholder shall be approached or solicited,
directly or indirectly, by any Person with respect to any of the foregoing.
SECTION 4.02. OTHER OFFERS. Except as permitted by the New Transaction
Agreement, such Stockholder will not solicit, initiate, knowingly encourage,
conduct or engage in any substantive discussions, or enter into any agreement or
understanding with any other person or entity regarding the transfer, directly
or indirectly, of any of their Shares in a manner which would reasonably be
anticipated in the case of Price Parent to result in a Change of Control (other
than an event that is a Change of Control solely by reason of subparagraph (i)
of the definition of "Change of Control"). Any party hereto becoming aware of
any inquiry or request by another person or entity with respect to any such
transfer prohibited by the immediately preceding sentence hereof shall promptly
notify Cellco of such inquiry, indicate the identity of the offer or and the
terms and conditions of any proposals or offers or the nature of any inquiries
or contacts, and thereafter keep Cellco informed, on a current basis, of the
status and terms of any such proposals or offers and the status of any such
inquiries or contacts.
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ARTICLE 5
MISCELLANEOUS
SECTION 5.01. FURTHER ASSURANCES. Each of the Verizon Parties and each
Stockholder will each execute and deliver, or cause to be executed and
delivered, all further documents and instruments and use their best efforts to
take, or cause to be taken, all actions and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations, to
consummate and make effective the transactions contemplated by this Agreement.
SECTION 5.02. AMENDMENTS; TERMINATION. Any provision of this Agreement
may be amended or waived if, but only if, such amendment or waiver is in writing
and is signed, in the case of an amendment, by each party to this Agreement or
in the case of a waiver, by the party against whom the waiver is to be
effective. This Agreement shall terminate on the earlier of (i) the date of
termination of the New Transaction Agreement in accordance with its terms or
(ii) the approval by the shareholders of Price Parent of all the transactions
contemplated by the New Transaction Agreement (other than the VWI Exchange).
SECTION 5.03. EXPENSES. Except as otherwise provided in the New
Transaction Agreement, all costs and expenses incurred in connection with this
Agreement shall be paid by the party incurring such cost or expense.
SECTION 5.04. SUCCESSORS AND ASSIGNS. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; PROVIDED that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of the other parties hereto, except that each of the Verizon
Parties may transfer or assign its rights and obligations, in whole or from time
to time in part, to any one or more of its Affiliates.
SECTION 5.05. GOVERNING LAW. This Agreement shall be construed in
accordance with and governed by the laws of the State of New York.
SECTION 5.06. COUNTERPARTS; EFFECTIVENESS. This Agreement may be signed
in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall become effective when each party hereto shall have received
counterparts hereof signed by all of the other parties hereto.
SECTION 5.07. SEVERABILITY. If any term, provision or covenant of this
Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions and
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covenants of this Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
SECTION 5.08. SPECIFIC PERFORMANCE. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement is
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof in addition to any other
remedy to which they are entitled at law or in equity.
SECTION 5.09. CAPITALIZED TERMS. Capitalized terms used but not defined
herein shall have the respective meanings set forth in the New Transaction
Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
CELLCO PARTNERSHIP
By: /s/
---------------------------------
Name:
Title:
VERIZON WIRELESS OF THE EAST LP
By: /s/
---------------------------------
Name:
Title:
VERIZON WIRELESS INC.
By: /s/
---------------------------------
Name:
Title:
STOCKHOLDER:
/s/
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as
guardian of her property
/s/
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▇▇▇ ▇▇▇▇▇▇▇, by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as
guardian of his property
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Stockholder Class of Stock Shares Owned or Entitled to Vote
----------- -------------- --------------------------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Common 1,812,500
▇▇▇ ▇▇▇▇▇▇▇ Common 1,812,500
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