Exhibit (c)(3)
CONSENT AND WAIVER
CONSENT AND WAIVER dated as of March 6, 1998 by PRICELLULAR
CORPORATION, a Delaware corporation (the "Company"), and AT&T WIRELESS
SERVICES, INC., a Delaware corporation, formerly known as ▇▇▇▇▇ Cellular
Communications, Inc. ("AWS").
W I T N E S S E T H :
WHEREAS, the parties hereto have entered into a stockholders
agreement dated as of April 28, 1994 and a Consent and Waiver dated as of
November 15, 1994, an Amendment dated as of July 28, 1995, a Consent and
Waiver dated as of August 18, 1995, a Consent and Waiver dated as of September
21, 1995 and a Consent and Waiver dated as of December 28, 1995 (as so
amended, the "Agreement");
WHEREAS, the Company has entered into an Agreement and Plan of
Merger (the "Merger Agreement") dated as of March 6, 1998 with American
Cellular Corporation, a Delaware corporation ("Buyer"), which provides, among
other things, for the merger (the "Merger") of Buyer with and into the Company,
with the result that the Company will be the surviving corporation; and
WHEREAS, pursuant to Section 4 of the Agreement the Company may not
merge into any other corporation without the prior written consent of AWS;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Consent to Merger and Waiver of Rights. (a) AWS hereby
waives any and all rights AWS may have arising under Section 4 of the
Agreement in connection with the Merger as set forth in the Merger Agreement.
(b) This Consent and Waiver will only be effective if (i) pursuant to the
terms of the Merger all outstanding shares of Class A Common Stock and Class B
Common Stock of the Company will be converted into the right to receive an
amount in cash equal to not less than $14.00 per share; (ii) there is no
material change to the Merger Agreement and (iii) the beneficial owners of
Buyer's equity securities at closing are Spectrum Equity Investors, Buyer's
management, financial institutions and other entities that are pooled
investment partnerships or similar entities.
(c) This Consent and Waiver shall not be deemed to be an agreement by
AWS to vote its shares in favor of the proposed Merger.
SECTION 2. Governing Law. THIS CONSENT AND WAIVER SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 3. Counterparts; Effectiveness. This Consent and Waiver
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 Consent and Waiver shall become effective as
of the date hereof when each party hereto shall have received a duly executed
counterpart hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Consent and
Waiver to be duly executed as of the date first above written.
PRICELLULAR CORPORATION
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Chief Executive Officer
AT&T WIRELESS SERVICES, INC.
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Financial Vice President
