EXHIBIT 2
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 Xxxxxxxxx Xxxxxxx and Xxx
Xxxxxxx, by Xxxxxx Xxxxxxx as guardian of their property (each of Xxxxxxxxx
Xxxxxxx and Xxx Xxxxxxx, a "Stockholder").
WHEREAS, VWI, the Stockholders and Xxxxxx Xxxxx as guardian of the
property of Xxxx Xxxxx and Xxxx Xxxxx are party to a Voting Agreement dated
November 14, 2000 (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, 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"), which is
being amended as of the date hereof to exclude the matters covered by this
agreement (as amended, the "Xxxxxxx Family Voting Agreement");
WHEREAS, Xxxxxx Xxxxx as guardian of the property of Xxxx Xxxxx and Xxxx
Xxxxx has entered into a Voting Agreement dated as of March 30, 2001 with
Xxxxxx Xxxxx (the "Price Family Voting Agreement");
WHEREAS, in order to (i) induce VWI to consent to the amendment of the
Original Xxxxxxx 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 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
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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
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)
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other than pursuant to the Xxxxxxx 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 Xxxxxxx 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/ Xxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President and
Chief Financial Officer
VERIZON WIRELESS OF THE EAST LP
By: /s/ Xxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President and
Chief Financial Officer
VERIZON WIRELESS INC.
By: /s/ Xxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President and
Chief Financial Officer
STOCKHOLDER:
/s/ Xxxxxxxxx Xxxxxxx
----------------------------------------
Xxxxxxxxx Xxxxxxx, by Xxxxxx Xxxxxxx as
guardian of her property
/s/ Xxx Xxxxxxx
----------------------------------------
Xxx Xxxxxxx, by Xxxxxx Xxxxxxx as
guardian of his property
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Stockholder Class of Stock Shares Owned or Entitled to Vote
----------- -------------- --------------------------------
Xxxxxxxxx Xxxxxxx Common 1,812,500
Xxx Xxxxxxx Common 1,812,500
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