EXHIBIT 1
GUARDIAN VOTING AMENDMENT
EXECUTION COPY
CONSENT AND AMENDMENT
WHEREAS, 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 Xxxxxxxxx Xxxxxxx and Xxx Xxxxxxx, by Xxxxxx Xxxxxxx as guardian of their
property (each of Xxxxxxxxx Xxxxxxx and Xxx Xxxxxxx, a "STOCKHOLDER") are
entering into an amended and restated voting agreement as of the date hereof
(the "AMENDED AND RESTATED VOTING AGREEMENT");
WHEREAS, a Transaction Agreement among Cellco, New LP, 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") was executed on December 18, 2001 (the
"NEW TRANSACTION AGREEMENT");
WHEREAS, Xxxxxx Xxxxxxx as guardian of the property of Xxxxxxxxx
Xxxxxxx and Xxx Xxxxxxx has entered into a Voting Agreement dated as of March
30, 2001 with Xxxxxx Xxxxx (the "ORIGINAL XXXXXXX FAMILY VOTING AGREEMENT");
WHEREAS, Xxxxxx Xxxxxxx as guardian of the property of Xxxxxxxxx
Xxxxxxx and Xxx Xxxxxxx and Xxxxxx Xxxxx desire to amend the Original Xxxxxxx
Family Voting Agreement and the proxy granted thereby so that it will not apply
to any vote to approve the New Transaction Agreement and any of the transactions
contemplated thereby (other than the VWI Exchange (as defined in the New
Transaction Agreement)) 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.
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. AMENDMENT OF ORIGINAL XXXXXXX FAMILY VOTING AGREEMENT. Each
of the Stockholders and Xxxxxx Xxxxx hereby amend the Original Xxxxxxx Family
Voting Agreement and the proxy granted thereby to provide that it does not apply
to any vote to approve the New Transaction Agreement and any of the transactions
contemplated thereby (other than the VWI Exchange) 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.
Section 2. CONSENT TO AMENDMENT BY VWI. VWI hereby consents to the
amendment of the Original Xxxxxxx Family Voting Agrement effected by Section 1
hereof.
Section 3. GOVERNING LAW. This Agreement shall be construed in
accordance with and governed by the laws of the State of New York.
Section 4. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Consent and
Amendment to be duly executed as of this 7th day of February 2002.
/s/
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Xxxxxxxxx Xxxxxxx, by Xxxxxx Xxxxxxx as
guardian of her property
/s/
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Xxx Xxxxxxx, by Xxxxxx Xxxxxxx as
guardian of his property
/s/
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Xxxxxx Xxxxx
VERIZON WIRELESS INC.
By: /s/
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Name:
Title:
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