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EXHIBIT 2.2
AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS AMENDMENT ("Amendment"), dated as of August 7, 2002, to the Purchase
and Sale Agreement (the "AGREEMENT"), dated as of May 9, 2002, is entered into
by and between PrimeCo Wireless Communications LLC, a Delaware limited liability
company ("SELLER"), and United States Cellular Corporation, a Delaware
corporation ("BUYER").
R E C I T A L S
WHEREAS, Seller and Buyer desire to make certain amendments to the
Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants, agreements and conditions herein
contained, and intending to be legally bound, the parties hereto agree to
amend the Agreement as follows:
1. Section 1.1 of the Agreement is hereby amended to add the following
definitions in alphabetical order thereof, and all capitalized terms used herein
without definition shall have the meanings ascribed to such terms in the
Agreement:
"FIRST SUPPLEMENTAL INDENTURE" means the First Supplemental Indenture
to be dated as of the Closing Date between Buyer and the Trustee
authorizing the Notes, in substantially the form attached as EXHIBIT A to
the Note Purchase Agreement.
"INDENTURE" means the Indenture dated as of June 1, 2002 between Buyer
and the Trustee, as supplemented by the First Supplemental Indenture.
"NOTE PURCHASE AGREEMENT" means the Note Purchase Agreement to be
dated as of the Closing Date between Buyer and Seller in substantially the
form attached hereto as EXHIBIT H.
"NOTES" means 9% Series A Notes due 2032 of the Company issued under
the Indenture pursuant to the Note Purchase Agreement and in substantially
the form attached as Exhibit A to the First Supplemental Indenture.
"REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement to be dated the Closing Date between Buyer and Seller in
substantially the form attached as Exhibit B to the Note Purchase
Agreement.
"TRUSTEE" means BNY Midwest Trust Company, an Illinois trust company.
2. Section 2.2 of the Agreement is hereby amended and restated in its
entirety as follows:
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2.2 PURCHASE PRICE. The aggregate purchase price to be paid by Buyer
to Seller for the Company Interest shall be Six Hundred Seven Million Six
Hundred Fifty Thousand Dollars ($607,650,000) (as it is adjusted pursuant
to Section 2.3.1, Section 2.3.4, and Section 2.3.5, the "Purchase Price");
of which (a) Four Hundred Thirty Two Million Six Hundred Fifty Thousand
Dollars ($432,650,000) shall be payable by wire transfer of immediately
available funds to such account(s) as Seller shall designate in writing
prior to the Closing Date and (b) One Hundred Seventy Five Million Dollars
($175,000,000) shall be payable by the issuance by Buyer to Seller pursuant
to the Note Purchase Agreement of Notes having an aggregate principal face
amount of $175,000,000 and having the terms set forth in the First
Supplemental Indenture and the form of the Notes attached thereto; PROVIDED
that Notes having an aggregate principal face amount equal to 10% (rounded
to the nearest $25.00) of the aggregate Purchase Price payable at Closing
(after any such adjustments to be made at the Closing), shall be delivered
to the Escrow Agent for deposit into the Escrow Account pursuant to the
terms of the Escrow Agreement.
3. Section 2.5(a)(ix) of the Agreement is hereby amended and restated in
its entirety as follows:
(ix) the resignations, effective as of the Closing Date, of each of
Jack Scanlon and Patrick Joggerst as officers of the Company and the
Subsidiaries;
4. Section 2.5(d) of the Agreement is hereby redesignated as Section
2.5(h) and the following paragraphs (d) through (g) are hereby added to Section
2.5 of the Agreement:
(d) NOTE PURCHASE AGREEMENT. Buyer and Seller shall execute and
deliver the Note Purchase Agreement substantially in the form attached
hereto as EXHIBIT H.
(e) FIRST SUPPLEMENTAL INDENTURE. Buyer and the Trustee shall execute
and deliver the First Supplemental Indenture in substantially the form
attached as Exhibit A to the Note Purchase Agreement.
(f) NOTES. Buyer shall instruct the Trustee to authenticate the Notes
and shall issue such Notes under the Indenture and pursuant to the Note
Purchase Agreement and in substantially the form attached as Exhibit A to
the First Supplemental Indenture.
(g) REGISTRATION RIGHTS AGREEMENT. Buyer and Seller shall execute and
deliver the Registration Rights Agreement in substantially the form
attached as Exhibit B to the Note Purchase Agreement.
5. There is hereby added a new Section 6.3(f) of the Agreement as
follows:
(f) Notwithstanding anything to the contrary, (i) the Note Purchase
Agreement, the Indenture, the First Supplemental Indenture, the Notes and
the Registration Rights Agreement shall not be "Transaction Documents" as
defined
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in this Agreement, (ii) none of the representations or warranties of Buyer
or Seller contained in this Agreement shall be made with respect to any of
the Note Purchase Agreement, the Indenture, the First Supplemental
Indenture, the Notes or the Registration Rights Agreement or any matter
under such documents, (iii) neither Seller nor any other Person shall have
any rights to indemnification from Buyer under this Agreement, and Buyer
shall not be liable for or have any obligations for indemnification to any
Person under this Agreement, with respect to any Losses, claims or other
matters arising under or related to the Note Purchase Agreement, the
Indenture, the First Supplemental Indenture, the Notes or the Registration
Rights Agreement, it being understood and agreed that all rights and
obligations of the parties under and to such instruments shall be governed
solely by and determined solely under such instruments and not under or by
this Agreement and (iv) neither Buyer nor any other Person shall have any
rights to indemnification from Seller under this Agreement, and Seller
shall not be liable for or have any obligations for indemnification to any
Person under this Agreement, with respect to any Losses, claims or other
matters arising under or related to the Note Purchase Agreement or the
Registration Rights Agreement, it being understood and agreed that all
rights and obligations of the parties under and to such instruments shall
be governed solely by and determined solely under such instruments and not
under or by this Agreement.
6. There is hereby added a new Section 7.16 of the Agreement as follows:
7.16 NO RIGHT OF SET-OFF. Except as provided by the terms of the
Escrow Agreement, Buyer waives and shall not exercise or assert any right,
upon any amount being due and payable in respect of the Notes, to set-off
and appropriate and apply against such amount any indebtedness, obligations
or claims of the Seller or any Affiliate under this Agreement or any other
agreement or Transaction Document.
7. The form of the Escrow Agreement attached as Exhibit G to the
Agreement is hereby replaced and superceded by the form of the Escrow Agreement
attached as Exhibit G to this Amendment.
8. The following additional Exhibit is hereby added to the Agreement:
Exhibit H - Note Purchase Agreement
9. This Amendment shall be governed by and construed and enforced in
accordance with the laws of the jurisdiction that governs the Agreement.
10. Any provision of this Amendment that is invalid or unenforceable in
any jurisdiction shall be ineffective to the extent of such invalidity or
unenforceability without invalidating or rendering unenforceable the remaining
provisions hereof, and such invalidity or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provisions in any other
jurisdiction.
11. This Amendment may be executed in counterparts.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first written above.
PRIMECO WIRELESS COMMUNICATIONS LLC,
as Seller
By: /s/ Andrew J. Howard
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Andrew J. Howard
Alternative Signatory
UNITED STATES CELLULAR CORPORATION,
as Buyer
By: /s/ John E. Rooney
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John E. Rooney
President and Chief Executive Officer
[SIGNATURE PAGE TO AMENDMENT TO
PURCHASE AND SALE AGREEMENT RELATING TO CHICAGO 20 MHZ, LLC]
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