EXHIBIT 10.2
Tax Sharing Agreement
THIS AGREEMENT, dated as of January 31, 1997, by and among CoreComm
Incorporated, a Delaware corporation ("New CCI"), Cellular Communications of
Puerto Rico, Inc., a Delaware corporation and wholly-owned subsidiary of New CCI
("CCPR"), and CCPR Services, Inc., a Delaware corporation and wholly-owned
subsidiary of CCPR ("Services").
WHEREAS, CCPR was the common parent of an affiliated group (the
"Group") of domestic corporations (as such terms are defined in Section 1504(a)
of the Internal Revenue Code of 1986, as amended) (the "Code") and has included
Services in its consolidated Federal income tax returns relating to all taxable
periods ending before the formation of New CCI ("Pre-New CCI Periods");
WHEREAS, New CCI has become the common parent of the Group in a
reverse acquisition defined in Reg. (S) 1.1502-75(d)(3) and, as such, will
include CCPR and Services and their respective subsidiaries in its consolidated
Federal income tax return for all taxable periods for which New CCI is in
existence ("Affiliation Periods"); and
WHEREAS, the parties wish that this Tax Sharing Agreement set forth
the agreement among New CCI, CCPR and Services and their respective subsidiaries
with respect to the allocation and settlement of the Federal, state, local and
foreign taxes of the Group attributable to Affiliation Periods and Pre-New CCI
Periods.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties agree as follows:
1. Filing of Returns. With respect to each Affiliation Period, New
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CCI shall file, and CCPR and Services shall agree to join in the filing of,
consolidated Federal income tax returns on behalf of the Group. CCPR and
Services shall execute and file such consents, elections and other documents as
New CCI reasonably requests with respect to the filing of the Group's
consolidated Federal income tax returns, and shall, consistent with paragraph 4
hereof, timely provide to New CCI such information as may be necessary for the
filing of
such returns or for the determination of amounts due under this Tax Sharing
Agreement. CCPR shall file, or cause to be filed, all Federal, state, local and
foreign tax returns with respect to all periods for which CCPR and/or Services
is not includable on a tax return of New CCI (including without limitation with
respect to Pre-New CCI Periods), and Services shall file such returns, consents
and elections as CCPR reasonably requests in connection therewith.
2. Tax Payments.
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(a) Time and Manner of Payment. Except as otherwise provided herein,
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CCPR will pay to New CCI, and Services will pay to CCPR, the amount due New CCI
and CCPR, respectively, as determined under Section 2(b) below, and New CCI will
pay to CCPR, and CCPR will pay to Services, the amount due CCPR and Services,
respectively, as determined under Section 2(c) below, no later than five days
prior to the due date for the filing of any Federal income tax return of the
Group; provided, however, that no later than five days prior to each estimated
Federal income tax payment date or March 15 extension date of the Group for
which the Group actually incurs a Federal income tax liability, CCPR shall pay
to New CCI the minimum amount required to be paid to avoid the imposition of any
penalties or additions to tax under the Code, and Services shall pay to CCPR the
minimum amount required to be paid to avoid the imposition of any penalties or
additions to tax under the Code assuming CCPR were the common parent of the
Group, in each case, deter mined on the same basis as the total amount due under
Section 2(b). The amount of any overpayment or underpayment pursuant to this
Section 2(a) shall be credited against, or added to, as the case may be, the
amount otherwise required to be paid for the period within which the amount of
such overpayment or underpayment first becomes reasonably ascertainable. The
settlements may be satisfied by check, wire transfer or through intercompany
accounts as the parties may mutually agree.
(b) Amount Due to New CCI and CCPR. To the extent CCPR has "Separate
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Company Tax Liability" for an Affiliation Period, CCPR shall pay New CCI in the
time and manner described in Section 2(a). To the extent Services has "Separate
Company Tax Liability" for an Affiliation Period or a Pre-New CCI Period,
Services
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shall pay CCPR in the time and manner described in Section 2(a). "Separate
Company Tax Liability" for any Affiliation Period or Pre-New CCI Period shall be
the amount, if any, of the Federal income tax liability (including, without
limitation, liability for any penalty, fine, additions to tax, interest,
minimum tax and other items applicable to CCPR or Services, as the case may be,
in connection with the determination of CCPR's or Services' tax liability) which
CCPR or Services, as the case may be, would have incurred if CCPR or Services,
as the case may be, had filed a separate Federal income tax return for such
period, except that no carryforward or carryback of losses or credits shall be
allowed.
Separate Company Tax Liability shall be determined by New CCI (with
the cooperation and assistance of CCPR and Services) in a manner consistent with
(i) general tax accounting principles, (ii) the Code and the regulations
thereunder and (iii) so long as a reasonable legal basis exists therefor, prior
custom and practice. In addition, transactions or items between CCPR and New
CCI, Services and New CCI, CCPR and Services, or between other members of the
Group that are deferred under the Federal income tax return shall also be
deferred for purposes of this Tax Sharing Agreement until such time as they are
restored or otherwise triggered into income under the Code or regulations. In
the event CCPR or Services owns subsidiaries that are members of the Group,
Separate Company Tax Liability for each Affiliation Period and Pre-New CCI
Period shall be computed on a deemed consolidated basis as if CCPR or Services,
as the case may be, were the common parent of an affiliated group of domestic
corporations (within the meaning of Section 1504(a) of the Code) consisting of
itself and its includable subsidiaries (a "Hypothetical Subsidiary Group"). For
purposes of this Tax Sharing Agreement, CCPR's Hypothetical Subsidiary Group
shall include, without limitation, Services, to the extent CCPR owns the
requisite percentage of Services' outstanding stock in order for Services to
constitute a member of a consolidated group under the Code. Each of CCPR and
Services shall be entitled to cause members of their Hypothetical Subsidiary
Group to reimburse each of them for amounts due New CCI or CCPR, respectively,
to the extent such members' income created an obligation for payments under this
Tax Sharing Agreement.
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(c) Amount Due to CCPR and Services. In the event CCPR (or CCPR's
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Hypothetical Subsidiary Group, if applicable) does not have Separate Company Tax
Liability for an Affiliation Period, but instead incurs net losses or credits
for such period, New CCI shall pay CCPR in the time and manner prescribed in
Section 2(a) hereof the amount by which the Group's Federal income tax liability
for such period is actually reduced by reason of the actual use of such losses
or credits in the Group's Federal income tax return. CCPR shall immediately
remit to Services the portion of such amount that CCPR received from New CCI
that New CCI reasonably determines to be by reason of the use of Services'
(or Services' Hypothetical Subsidiary Group, if applicable) losses or credits
in the Group's Federal income tax return.
In the event CCPR (or CCPR's Hypothetical Subsidiary Group, if
applicable) incurs any tax losses or tax credits that, as permitted under the
Code and regulations, are carried back or forward to one or more Affiliation
Periods, New CCI shall pay CCPR an amount equal to the amount by which the
Group's Federal income tax liability is actually reduced by reason of the
actual use of such carried-over losses or credits in the Group's Federal income
tax return. Any payment from New CCI to CCPR required on account of such
carryover shall be paid within 15 days of the date the benefit of the carryover
is realized by New CCI by reason of the receipt of a refund or credit of taxes.
CCPR shall immediately remit to Services the portion of such amount that CCPR
received from New CCI that New CCI reasonably determines to be by reason of the
use of Services' (or Services' Hypothetical Subsidiary Group, if applicable)
carried-over losses or credits in the Group's Federal income tax return.
Notwithstanding the foregoing, CCPR and Services and their respective
subsidiaries will relinquish the carryback of any net operating losses under
Section 172(b)(3) of the Code (or any successor provision) from or to
Affiliation Periods unless New CCI expressly agrees to such carryback; further,
CCPR and Services will not be entitled to any payments under this Tax Sharing
Agreement or otherwise if either of it or its subsidiary sustains losses or
credits in taxable periods that are eligible to be carried back to Affiliation
Periods, unless (a) New CCI, in its sole and absolute discretion, elects to file
a claim for refund with respect to such carryback items
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or agrees to permit CCPR or Services to file such claim, (b) New CCI actually
receives a refund or credit of taxes with respect thereto (in which event, any
other provision herein notwithstanding, CCPR and Services shall be entitled to
the amount determined in the previous paragraph including any interest actually
paid by the taxing authority attributable thereto less the amount reasonably
determined by New CCI to be equal to the present value (using the then
applicable short-term Federal rate under the Code as the discount rate) of any
tax benefit of the Group that may be deferred or eliminated and any future
increase in tax liability of the Group that may be incurred because of such
carryback) and (c) New CCI is indemnified by CCPR and Services in a form
satisfactory to New CCI for its costs and expenses incurred in pursuing such
refund (which costs shall be paid by CCPR and Services regardless of whether any
refund is obtained). Any subsequent adjustment to a loss or credit carryback
shall be treated as an adjustment to tax liability in Section 3 below.
(d) Paying Agent. New CCI agrees to make all required payments to
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the Internal Revenue Service ("IRS") of the consolidated Federal income tax
liability, if any, of the Group with respect to Affiliation Periods. CCPR
agrees to make all required payments to the IRS of the consolidated Federal
income tax liability, if any, of the Group with respect to Pre-New CCI Periods.
3. Adjustments to Tax Liability. If the consolidated Federal income
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tax liability of the Group or any of its members is adjusted for any taxable
period for any reason other than a loss or credit carryback to the extent
already provided for in Section 2(c), whether by means of an amended return,
judicial decision, claim for refund or tax audit by the IRS, Separate Company
Tax Liability or the amount of tax benefits realized by the Group by reason of
the use of CCPR's or CCPR's Hypothetical Subsidiary Group's losses or credits
shall be recomputed to give effect to such adjustment, and the amount of any
payments due under Section 2 hereof shall be appropriately adjusted. Any
additional payment between New CCI and CCPR, or between CCPR and Services,
required by reason of such recomputed Separate Company Tax Liability or Group
tax benefits shall include an allocable share of any refunded interest received
from the IRS, if applicable, or deficiency interest, penalties
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and additions to tax, if applicable (such allocable share of refunded interest
or deficiency interest, penalties and additions to tax shall be paid or charged,
respectively, to CCPR or Services, as appropriate, to the extent such amount
relates to (a) reduced Group tax liability due to decreased Separate Company Tax
Liability or increased Group tax benefits resulting from increased use of CCPR
or Services, as appropriate, losses or credits, on the one hand, or (b)
increased Group tax liability due to increased Separate Company Tax Liability
or decreased Group tax benefits arising from decreased use of CCPR or Services,
as appropriate, losses or credits, on the other hand).
Any payments to be paid to or by Services or CCPR under this Section 3
shall be made on or before the earliest to occur of (i) a decision by a court of
competent jurisdiction that is not subject to further judicial review (by
appeal or otherwise) and has become final, (ii) the expiration of the time for
(a) filing a claim for refund or (b) instituting suit in respect of a claim for
refund disallowed in whole or in part by the IRS or for which the IRS took no
action, (iii) the execution of a closing agreement under Section 7121 of the
Code or the acceptance by the IRS or its counsel of an offer in compromise under
Section 7122 of the Code (or any successor provisions) except as to reserved
matters specified therein, (iv) the expiration of 30 days after (a) IRS
acceptance of a Waiver of Restrictions on Assessment and Collection of
Deficiency in Tax on Overassessment on Internal Revenue Form 870 or 870-AD (or
any successor comparable form) except as to reserved matters specified therein,
or (b) the expiration of the ninety-day period after receipt of the statutory
notice of deficiency resulting in immediate assessment, unless within such 30
days New CCI notifies CCPR of its intent to attempt recovery of any relevant
amounts paid under the waiver by filing a timely claim for refund or CCPR has
requested New CCI attempt recovery of relevant amounts paid and complied with
and subject to paragraph 7 hereof, (v) the expiration of the statute of
limitations with respect to the relevant period or (vi) any other event the
parties reasonably agree is a final determination of the tax liability at issue.
4. Books and Records. New CCI, CCPR and Services agree that the
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preparation of the Federal income
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and other tax returns, amended returns, claims for refund or IRS examination or
litigation relating to the foregoing may require the use of records and
information that is within the exclusive possession and control of any of New
CCI, CCPR and Services. New CCI, CCPR and Services will provide such records,
information and assistance (which may include making employees of any of the
foregoing entities available to provide additional information and explanation
material hereunder) as are requested by New CCI, CCPR or Services, as the case
may be, during regular business hours, in connection with any of the
developments described in the preceding sentence; provided, however, that CCPR
and Services shall provide New CCI with all information within their respective
control necessary to enable New CCI to file the Group consolidated Federal
income tax return for each Affiliation Period as soon as practicable (but in no
event later than five months) after the last day of such Affiliation Period, and
on the date the Group Federal income tax returns that include CCPR and Services
are filed, New CCI shall pro vide each of CCPR and Services with those portions
of such returns relating to each of them. Each of the parties agrees that it
shall retain, until the expiration of the applicable statute of limitations
(including extensions), copies of any tax returns for any Affiliation Periods
and for any other periods that might be subject to adjustment under this Tax
Sharing Agreement, and supporting work schedules and other records or infor-
mation that may be relevant to the tax returns of the parties hereto, and that
it will not destroy or otherwise dispose of such records and information without
providing the other party with a reasonable opportunity to review and copy or
take possession of such records and information.
5. Assignment. This Tax Sharing Agreement shall not be assignable by
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either party hereto without the prior consent of the other party hereto. The
rights and obligations hereunder of the parties shall be binding on and inure to
the benefit of the parties and their respective successors and permitted
assigns. This Agreement shall be binding upon each corporation in which CCPR
or Services owns, directly or indirectly, stock meeting the requirements of
Section 1504(a)(2) of the Code, whether or not CCPR or Services owns stock in
such corporation upon the execution of this Agreement or at any time during
Affiliation Periods, and CCPR and Services
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shall cause each such corporation as soon as practicable to assent formally to
the terms hereof. Except as herein otherwise specifically provided, nothing in
this Tax Sharing Agreement shall confer any right or benefit upon any person or
entity other than the parties hereto and their respective successors and
permitted assigns.
6. Disputes. Any dispute concerning the interpretation of a Section
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or amount of payment due under this Tax Sharing Agreement shall be resolved by
an independent accounting firm of national reputation selected by New CCI,
whose judgment shall be conclusive and binding on the parties and who shall act
in consultation with New CCI's tax counsel.
7. Tax Controversies. If any party receives notice of a tax
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examination, audit or challenge involving amounts subject to this Tax Sharing
Agreement, such party shall timely notify the other party of the information and
shall provide the other party a written copy of any relevant letters, forms or
schedules received from the IRS or otherwise in its possession and shall provide
notice and information relating to all material proceedings in connection
therewith. In any audit conference or other proceeding with the IRS or in any
judicial proceedings concerning the determination of the Federal income tax
liabilities of the Group or any of its members, including CCPR or Services, the
Group and each of its members shall be represented by persons selected by New
CCI. Except as otherwise expressly provided in the succeeding paragraph, the
settlement and terms of settlement of any issues relating to such proceeding
shall be in the sole discretion of New CCI, and CCPR and Services hereby appoint
New CCI as their agent for the purpose of proposing and concluding any such
settlement. Notwithstanding anything to the contrary in this Tax Sharing
Agreement, in no event shall New CCI be obligated to file any amended returns or
claims for refund with respect to Affiliation Periods.
So long as any proposed deficiency involves a tax issue of CCPR or
Services, New CCI shall contest such issue to the extent requested in writing by
CCPR or Services and shall permit CCPR and Services, at their expense, to
participate in all conferences and meetings with taxing authorities with respect
to the issue; provided, however, that if (and so long as) the controversy
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also involves a tax issue of New CCI or member of the Group other than CCPR or
Services (whether for the tax able year in question or another taxable year), or
if CCPR and Services shall disagree as to forum or settlement, New CCI shall be
entitled to the choice of forum for the proceedings and shall have the right to
make any decision as to settlement of the contest or any issue; further, in no
event shall New CCI be required to take any action requested by CCPR or Services
unless and until (a) CCPR or Services, as applicable, shall have given New CCI
an indemnity in a form satisfactory to New CCI for any liability, expense or
loss arising out of or relating to CCPR or Services issues involved in the
dispute or contest (including, without limitation, all out-of-pocket expenses,
costs, losses, reasonable legal, accounting, engineers' and like professional
fees, disbursements, penalties, interest and additions to tax relating to such
issues, but excluding any in-house expense of New CCI incurred for the purpose
of monitoring the CCPR or Services issues), (b) CCPR or Services, as applicable,
has delivered to New CCI an opinion of independent tax counsel (which counsel
shall be reasonably acceptable to New CCI) to the effect that it is more likely
than not that New CCI, CCPR or Services will prevail on the CCPR or Services
issue under dispute and (c) if such contest is to be conducted in a manner
requiring payment of a proposed tax deficiency, CCPR or Services, as applicable,
shall have advanced to New CCI on an interest-free basis an amount attributable
to the issue, together with any required interest or penalties.
8. State and Local Taxes. To the extent appropriate, all provisions
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of this Tax Sharing Agreement shall apply with the same force and effect to any
state or local income tax liabilities that are computed with a combined,
consolidated or unitary method by the parties; provided that appropriate
adjustments shall be made to the provisions hereof, including computation of
Separate Company Tax Liability, with respect to any period within an Affiliation
Period or Pre-New CCI Period during which CCPR, Services or either of their tax
items were not included on a return of New CCI or other members of the Group, or
were included on a return of members of the Group other than New CCI.
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9. Representations and Warranties. As an inducement to enter into
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this Tax Sharing Agreement, each party represents to and agrees with the others
that:
(a) it is a corporation duly organized, validly existing and in good
standing under the laws of the state of its incorporation and has all requisite
corporate power to own, lease and operate its properties, to carry on its
business as presently conducted and to carry out the transactions contemplated
by this Tax Sharing Agreement;
(b) it has duly and validly taken all corporate action necessary to
authorize the execution, delivery and performance of this Tax Sharing Agreement
and the consummation of the transaction contemplated hereby;
(c) this Tax Sharing Agreement has been duly executed and delivered
by it and constitutes its legal, valid and binding obligation enforceable in
accordance with its terms (subject, as to the enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency, moratorium or other similar
laws affecting the enforcement of creditors' rights generally from time to time
in effect, and subject to equitable limitations on the availability of the
remedy of specific performance); and
(d) none of the execution and delivery of this Tax Sharing Agreement,
or the compliance with any of the provisions of this Tax Sharing Agreement will
(i) conflict with or result in a breach of any provision of its corporate
charter or bylaws, (ii) breach, violate or result in a default under any of the
terms of any agreement or other instrument or obligation to which it is a party
or by which it or any of its properties or assets may be bound or (iii) violate
any order, writ, injunction, decree, statute, rule or regulation applicable to
it or affecting any of its properties or assets.
10. Miscellaneous.
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(a) Injunction. The parties acknowledge that irreparable damage
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would occur in the event that any of the provisions of this Tax Sharing
Agreement was not performed in accordance with its specific terms or was
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otherwise breached. The parties hereto shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Tax Sharing Agreement
and to enforce specifically the terms and provisions hereof in any court having
jurisdiction, such remedy being in addition to any other remedy to which they
may be entitled at law or equity.
(b) Severability. If any term, provision, covenant or restriction
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of this Tax Sharing Agreement is held by a court of competent jurisdiction to
be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated. It is hereby
stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions without
including any of such which may be hereafter declared invalid, void or
unenforceable. In the event that any such term, provision, covenant or
restriction is held to be invalid, void or unenforceable, the parties hereto
shall use their best efforts to find and employ an alter native means to achieve
the same or substantially the same result as that contemplated by such term,
provision, covenant or restriction.
(c) Further Assurances. Subject to the provisions hereof, the
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parties hereto shall make, execute, acknowledge and deliver such other
instruments and documents, and take all such other actions, as may be reasonably
required in order to effectuate the purposes of this Tax Sharing Agreement and
to consummate the transactions contemplated hereby. Subject to the provisions
hereof, each of the parties shall, in connection with entering this Tax Sharing
Agreement, perform its obligations hereby and take any and all actions relating
hereto, comply with all applicable laws, regulations orders and decrees, obtain
all required consents and approvals and make all required filings with any
governmental agency, other regulatory or administrative agency, commission or
similar authority and promptly provide the parties with all such information as
they may reasonably request in order to be able to comply with the provisions of
this sentence.
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(d) Parties in Interest. Except as herein otherwise specifically
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provided, nothing in this Tax Sharing Agreement express or implied is intended
to confer any right or benefit upon any person, firm or corporation other than
the parties and their respective successors and permitted assigns.
(e) Waivers, etc. No failure or delay on the part of the parties in
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exercising any power or right hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. No modification or waiver of any provision of this Tax Sharing
Agreement nor consent to any departure by the parties therefrom shall in any
event be effective unless the same shall be in writing, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for
which given.
(f) Setoff. All payments to be made by any party under this Tax
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Sharing Agreement shall be made without setoff, counterclaim or withholding, all
of which are expressly waived.
(g) Change of Law. If, due to any change in applicable law or
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regulations or the interpretation thereof by any court of law or other governing
body having jurisdiction subsequent to the date of this Tax Sharing Agreement,
performance of any provision of this Tax Sharing Agreement or any transaction
contemplated thereby shall become impracticable or impossible, the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
provision.
(h) Confidentiality. Subject to any contrary requirement of law and
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the right of each party to enforce its rights hereunder in any legal action,
each party agrees that it shall keep strictly confidential, and shall cause its
employees and agents to keep strictly confidential, any information which it or
any of its agents or employees may acquire pursuant to, or in the course of
performing its obligations under, any provision of this Tax Sharing Agreement;
provided, however, that
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such obligation to maintain confidentiality shall not apply to information which
(x) at the time of disclosure was in the public domain not as a result of acts
by the receiving party or (y) was in the possession of the receiving party at
the time of disclosure.
(i) Headings. Descriptive headings are for convenience only and
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shall not control or affect the meaning or construction of any provision of this
Tax Sharing Agreement.
(j) Counterparts. For the convenience of the parties, any number of
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counterparts of this Tax Sharing Agreement may be executed by the parties
hereto, and each such executed counterpart shall be, and shall be deemed to be,
an original instrument.
(k) Governing Law. This Tax Sharing Agreement shall be governed by
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and construed in accordance with the laws of the State of Delaware, without
regard to its conflict-of-law provisions.
(l) Effect of Agreement. This Tax Sharing Agreement shall supersede
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any other tax sharing arrangement or agreement in effect among the parties.
Nothing in this Tax Sharing Agreement is intended to change or otherwise affect
any election made by or on behalf of the Group with respect to the calculation
of earnings and profits under Section 1552 of the Code.
(m) Interest. Any payment required to be made hereunder and not made
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when due shall bear interest at the rate per annum determined, from time to
time, by the prevailing average borrowing rate of the party required to make
payment.
(n) Unforceability. Notwithstanding anything herein to the contrary,
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in the event any payments by Services or CCPR, respectively, to CCPR or New
CCI, respectively (in either case, the "Shareholder"), pursuant to Section 2 or
Section 3 hereof, would cause any member of the Group to become liable for
Puerto Rico withholding or other taxes, then the Shareholder shall have no right
to receive payments under Section 2 or Section 3 hereof, as the case may be;
further, in the event payments are erroneously made by Services or CCPR to its
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Shareholder, such payments shall be treated as a
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non-interest bearing loan between Services or CCPR, as applicable, and its
Shareholder.
(o) Term of Agreement. This Tax Sharing Agreement shall become
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effective as of the date first above written and, except as otherwise expressly
provided herein, the respective covenants of the parties contained herein shall
continue in full force and effect indefinitely.
(p) Notices. All notices, consents, requests, instructions,
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approvals and other communications provided for herein shall be validly given,
made or served, if in writing and delivered personally, by telegram or sent by
registered mail, postage prepaid to:
New CCI at: CoreComm Incorporated
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx
CCPR at: Cellular Communications
of Puerto Rico, Inc.
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx
Services at: CCPR Services, Inc.
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx
or to such other address as any party may have furnished to the other parties in
writing in accordance with this Section 10(p).
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IN WITNESS WHEREOF, the undersigned parties have caused this Agreement
to be duly executed, and their respective corporate seals to be affixed hereto,
all as of the date first above written.
CORECOMM INCORPORATED
By:
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CELLULAR COMMUNICATIONS
OF PUERTO RICO, INC.
By:
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CCPR SERVICES, INC.
By:
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