Exhibit 2.1
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of April 15, 2002 (this "AMENDMENT"), to the
Transaction Agreement dated as of December 18, 2001 (the "AGREEMENT") among
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"), Price Communications Wireless, Inc., a Delaware corporation (the
"COMPANY" and, together with Price Parent, Price Cellular and Price Shareholder,
the "PRICE CORPORATIONS"), Cellco Partnership, a Delaware general partnership
("CELLCO"), and Verizon Wireless of the East LP, a newly formed Delaware limited
partnership ("NEW LP").
WITNESSETH:
WHEREAS, Cellco, New LP and the Price Corporations have agreed that the
Agreement be amended in the manner provided for in this Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. DEFINED TERMS. Capitalized terms used but not defined herein shall
have the meanings given them in the Agreement. References in the Agreement to
the "AGREEMENT" or "THIS AGREEMENT" and other similar references shall be deemed
to refer to the Agreement as amended by this Amendment.
2. AMENDMENT OF SECTION 1.01(b). Section 1.01(b) of the Agreement is
amended as follows:
The following terms and Section references are hereby added to Section
1.01(b):
"Senior Subordinated Notes Redemption 9.10(b)
Subordinated Debt Defeasance 2.04(b)
Subordinated Defeased Debt 2.04(b)
Subordinated Notes Redemption Date 2.04(c)"
The following terms and Section references are hereby deleted from
Section 1.01(b):
1
"Defeased Subordinated Debt 2.04(d)
Senior Subordinated Notes Offer 9.10(b)
Subordinated Debt Defeasance 2.04(d)"
3. AMENDMENT OF SECTION 2.04. Section 2.04 of the Agreement is deleted
in its entirety and replaced with the following:
"SECTION 2.04. SENIOR SUBORDINATED NOTES. (a) Prior to the
Closing Date, the Company will give notice of the Senior
Subordinated Notes Redemption to the trustee under the Senior
Subordinated Notes Indenture and each holder of the Senior
Subordinated Notes as set forth in Section 9.10(b).
(b) At the Closing, the Company will effect a covenant
defeasance (as defined in the Senior Subordinated Notes
Indenture) (the "SUBORDINATED DEBT DEFEASANCE") with respect
to all of the outstanding Senior Subordinated Notes (the
"SUBORDINATED DEFEASED DEBT"), in accordance with Article 8 of
the Senior Subordinated Notes Indenture; PROVIDED that New LP
will (and Cellco will cause New LP to) deposit or cause to be
deposited at the Closing with a trustee (as specified in the
Senior Subordinated Notes Indenture) as trust funds in trust
for the benefit of holders of the Subordinated Defeased Debt,
cash or U.S. Government Obligations (as defined in the Senior
Subordinated Notes Indenture) sufficient in amount to enable
the Company to effect the Subordinated Debt Defeasance and to
pay all reasonable costs and expenses in connection therewith
(such costs and expenses to be approved by New LP (such
approval not to be unreasonably withheld)), and the
Subordinated Debt Defeasance shall be effected in such manner
as New LP may reasonably direct. The parties acknowledge that
New LP hereby assumes and is responsible for all payments in
respect of the Subordinated Defeased Debt, and the cash and
U.S. Government Obligations shall be deemed to be owned by New
LP. In the event that the cash or U.S. Government Obligations
or any payments thereon are returned by the trustee,
2
the Company shall promptly deliver such obligations or
payments to New LP.
(c) On the later of (i) the first business day following the
Closing Date and (ii) July 15, 2002 (as the case may be, the
"SUBORDINATED NOTES REDEMPTION DATE"), the Senior Subordinated
Notes shall be redeemed pursuant to the Senior Subordinated
Notes Redemption."
4. AMENDMENT OF SECTION 2.05. Section 2.05 of the Agreement is amended
as follows:
(i) The first sentence of clause (b) is amended by deleting
"Immediately prior to" and inserting "At the" in its place.
(ii) Clause (c) is deleted in its entirety and replaced with
the following:
"(c) On the first business day following the Closing
Date, the Senior Secured Notes shall be redeemed
pursuant to the Senior Secured Notes Redemption."
5. AMENDMENT OF SECTION 6.01. Section 6.01 of the Agreement is amended
as follows:
(i) The first sentence of the first paragraph is deleted in
its entirety and replaced with the following:
"The closing (the "CLOSING") of the Asset
Contributions, the Cash Contributions, the assumption
of the Assumed Liabilities, the consummation of the
Subordinated Debt Defeasance, and the consummation of
the Secured Debt Defeasance hereunder shall take
place at the offices of Xxxxx Xxxx & Xxxxxxxx, 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, as soon as
possible, but in no event later than 10 days, after
satisfaction of the conditions set forth in Article
14, or at such other time or place as New LP and the
Price Corporations may agree; PROVIDED that the
Closing may not be delayed by any party if the delay
is a result of a breach by such party of its
obligations hereunder."
(ii) Clauses (f), (g), (h) and (i) are deleted in their
entirety and replaced with the following new clauses:
"(f) New LP and the Company shall consummate the
Subordinated Debt Defeasance; and
3
(g) New LP and the Company shall consummate the
Secured Debt Defeasance."
6. AMENDMENT OF SECTION 6.02. The proviso to the third sentence of
clause (a) of Section 6.02 of the Agreement is amended by deleting clause (2) in
its entirety and replacing it with the following:
"(2) the Final Closing Balance Sheet shall not include as a
liability all or any portion of the Company Debt (including
any accrued interest thereon), any costs or expenses arising
in connection with the Senior Secured Notes Redemption, the
Senior Subordinated Notes Redemption, the Senior Secured Debt
Defeasance or the Subordinated Debt Defeasance (including any
premium in excess of principal and accrued interest to redeem
the Senior Secured Notes pursuant to the Senior Secured Notes
Redemption or to redeem the Senior Subordinated Notes pursuant
to the Senior Subordinated Notes Redemption), any costs or
expenses (including any H.O. Cancellation Fee) relating to the
amendments and modifications to the H.O. Agreement
contemplated by Section 11.06 or to the BCG Agreement, or any
Excess Financing Cost or any liability for the upgrade to the
call center contemplated by the Call Center Letter, and"
7. AMENDMENT OF SECTION 9.10. Section 9.10 of the Agreement is amended
as follows:
(i) The first sentence of clause (a) is amended by (A)
deleting the reference to "Section 3.01(b)" and inserting "Section
3.01" in its place and (B) by deleting "upon the occurrence of a
"Change of Control" (as therein defined)".
(ii) The third sentence of clause (a) is amended by inserting
"first business " immediately after "shall be the".
(iii) Clause (b) is deleted in its entirety and replaced with
the following:
"(b) The Company shall, and the other Price Corporations shall
cause the Company to, elect that all of the Senior
Subordinated Notes be redeemed as permitted pursuant to
Section 3.01(a) of the Senior Subordinated Notes Indenture
(the "SENIOR SUBORDINATED NOTES REDEMPTION") and shall provide
notice of the Senior Subordinated Notes Redemption to the
trustee under the Senior Subordinated Notes Indenture and each
holder of the Senior
4
Subordinated Notes as required pursuant to the terms of the
Senior Subordinated Notes Indenture. The Company shall, and
the other Price Corporations shall cause the Company to,
provide such notice no later than 30 days prior to the
Subordinated Notes Redemption Date. Such notice shall provide
that the "Redemption Date" with respect to the Senior
Subordinated Notes Redemption shall be the Subordinated Notes
Redemption Date, and shall otherwise comply with the
provisions of the Senior Subordinated Notes Indenture. The
Company shall, and the other Price Corporations shall cause
the Company to, comply in all other respects with the
provisions of Article 3 of the Senior Subordinated Notes
Indenture with respect to the Senior Subordinated Notes
Redemption."
8. AMENDMENT OF SECTION 14.02. Clause (j) of Section 14.02 of the
Agreement is deleted in its entirety and replaced with the following:
"(j) The Company shall have effected the Subordinated Debt
Defeasance and the Secured Debt Defeasance (subject to New LP
having satisfied its obligations under this Agreement)."
9. REPRESENTATIONS AND WARRANTIES OF THE PRICE CORPORATIONS. Each of
the Price Corporations hereby represents and warrants, jointly and severally, to
Cellco and New LP that the execution, delivery and performance by each of the
Price Corporations of this Amendment and the consummation by each of the Price
Corporations of the transactions contemplated hereby are within each such
corporation's corporate powers, and have been duly authorized by all requisite
corporate action. This Amendment constitutes a valid and binding agreement of
each of the Price Corporations.
10. REPRESENTATIONS AND WARRANTIES OF CELLCO. Cellco hereby represents
and warrants to each of the Price Corporations that the execution, delivery and
performance by each of Cellco and New LP of this Amendment and the consummation
by each of Cellco and New LP of the transactions contemplated hereby are within
each of Cellco's and New LP's partnership powers and have been duly authorized
by all requisite partnership action. This Amendment constitutes a valid and
binding agreement of each of Cellco and New LP.
11. MISCELLANEOUS.
(a) This Amendment is limited to the matters expressly set forth
herein. Except as expressly amended, modified and supplemented
hereby, the provisions of the Agreement are and shall remain
in full force and effect.
5
(b) This Amendment shall be construed in accordance with and
governed by the law of the State of New York.
(c) This Amendment may be signed in counterparts, each of which
shall be an original, but all of which together constitute one
and the same agreement. This Amendment shall become effective
when each party hereto shall have received counterparts hereof
signed by all of the other parties hereto.
6
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
PRICE COMMUNICATIONS
CORPORATION
By: /s/ Xxx X. Xxxxxxxx
---------------------------------------
Name: Xxx X. Xxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
PRICE COMMUNICATIONS
CELLULAR INC.
By: /s/ Xxx X. Xxxxxxxx
---------------------------------------
Name: Xxx X. Xxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
PRICE COMMUNICATIONS
CELLULAR HOLDINGS, INC.
By: /s/ Xxx X. Xxxxxxxx
---------------------------------------
Name: Xxx X. Xxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
PRICE COMMUNICATIONS
WIRELESS, INC.
By: /s/ Xxx X. Xxxxxxxx
---------------------------------------
Name: Xxx X. Xxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
7
CELLCO PARTNERSHIP
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Executive Officer
VERIZON WIRELESS OF THE EAST LP
By: Verizon Wireless of Georgia LLC, as
general partner
By: Cellco Partnership, its sole member
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Executive Officer
8