EXHIBIT 10.7
AGREEMENT
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This Agreement (the "Agreement") is made and entered into as of
January 31, 1997, by and among Cellular Communications of Puerto Rico, Inc., a
Delaware corporation (the "Assignor"), and CCPR Services, Inc., a Delaware
corporation ("Assignee").
Recitals
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WHEREAS, Assignor owns a 86.232% interest as a partner in San Xxxx
Cellular Telephone Company, a general partnership (the "Partnership") which
holds the license from the Federal Communications Commission and the Puerto Rico
Telephone Regulatory Commission to operate the nonwireline Block A cellular
communications system for the San Xxxx-Caguas, Puerto Rico Metropolitan
Statistical Area.
WHEREAS, Assignee owns a 6.146% interest as a partner in the
Partnership.
WHEREAS, the Assignor wishes to sell and assign 21.0% of its interest
(the "Interest") to Assignee pursuant and subject to the terms and conditions of
this Agreement.
WHEREAS, in consideration of the continuation of the Partnership and the
rights of the partners thereunder, it is acknowledged that the Interest is being
transferred to the Assignee at fair market value.
THEREFORE, in consideration of the mutual obligations set forth in this
Agreement, and subject to all conditions set forth herein, the parties agree as
follows:
1. Assignment of Interest: Pursuant to Section 9.1(a) of the
Partnership's Partnership Agreement (the "Partnership Agreement"), on the
Closing Date (as defined in Section 3), Assignor shall assign and transfer to
Assignee all of Assignor's right, title and interest to the Interest, free and
clear of all encumbrances, liens, pledges, charges, claims, security interests
and liabilities ("Liens") other than those expressly assumed herein by Assignee.
The assignment shall include, with-
out being limited to, the Interest, including the associated capital account in
the Partnership and all related rights with regard to Partnership voting,
profits, losses and distributions.
2. Consideration. In consideration for the assignment contemplated
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by this Agreement, Assignee shall pay $80,000,000 to Assignor on the Closing
Date, by official bank check, cashier's check or electronic transfer of funds.
3. Closing Date and Place. The closing of the transactions
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contemplated by this Agreement (the "Closing") shall occur as soon as
practicable after the execution of this Agreement and the satisfaction of the
conditions set forth in Section 7 hereof (with such date referred to as the
"Closing Date"). The Closing shall take place at the offices of Xxxxxx &
Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
4. Assumption of Assignor's Obligations. Assignee shall assume and
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be bound on the Closing Date to perform all of the obligations, terms, covenants
and conditions of the Assignor under the Partnership Agreement, whether arising
before or after the Closing Date, with respect to the Interest assigned.
5. Mutual Representations and Warranties. Assignee and Assignor
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represent and warrant to the other that: (a) Each (if not a natural person) is
duly formed, validly existing, and in good standing under the state and local
laws to which it is subject; (b) Each has the right, power and unconditional
authority, and has taken all necessary action, to execute, deliver, and fully
perform its obligations under this Agreement; (c) This Agreement is binding and
enforceable against the warranting party; and (d) The execution, delivery and
performance of the obligations under this Agreement (i) do not constitute a
material violation, breach or default under any law, regulation, ordinance,
judgment, order, agreement, charter, articles or certificate of incorporation,
by-laws, or other instrument or obligation to which the warranting party is
subject, and (ii) will not result in the imposition of any Liens on the Interest
assigned.
6. Assignor's Representations and Warranties. Assignor represents
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and warrants to Assignee that (a)
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Assignor is the lawful owner of the Interest; and (b) Assignor will assign the
Interest to Assignee free and clear of any and all Liens of any nature
whatsoever, except for the obligations expressly assumed herein by Assignee.
7. Conditions to Closing. The following are conditions precedent
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to each party's obligation to close the transactions contemplated by this
Agreement:
(a) All required authorizations, orders, grants, consents,
permissions or approvals ("Approvals") of any governmental entity with
jurisdiction over the transactions contemplated by this Agreement
("Governmental Agencies") shall have been received and shall remain in effect;
(b) The other party's representations and warranties shall be
true and correct, and the other party shall have performed all of its covenants
and obligations due to be performed as of the Closing Date in accordance with
this Agreement; and
(c) The consummation of the transactions contemplated by this
Agreement shall not be in violation of any law, rule or regulation.
8. Governmental Filings. Each of the parties hereto shall use its
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reasonable best efforts to take, or cause to be taken, all appropriate action,
and to do or cause to be done, all things necessary, proper or advisable under
applicable laws and regulations to consummate and make effective such
transactions, including, without limitation, using its reasonable best efforts
to obtain all Approvals of Governmental Agencies as are required for the
consummation of such transactions and to fulfill the conditions to the
Agreement.
9. Indemnification by Assignor. Assignee and its affiliates shall
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be indemnified and held harmless by the Assignor against any and all losses,
expenses, damages, injuries, judgments, claims and liabilities, including
reasonable attorney's fees and litigation expenses, arising from (a) Assignor's
ownership of its Interest prior to the Closing; (b) any material
misrepresentation, breach of warranty, or nonperformance of any obligation
hereunder on the part of Assignor; (c) any other act or
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omission on the part of Assignor, its agents or representatives in connection
with its Interest or the Partnership; or (d) any agreement, commitment,
obligation, or other liability of Assignor in connection with its Interest or
the Partnership which Assignee does not expressly and specifically assume either
hereunder or in writing prior to the Closing.
10. Indemnification by Assignee. Assignor shall be indemnified and
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held harmless by Assignee against any and all losses, expenses, damages,
injuries, judgment, claims and liabilities, including reasonable attorney's
fees and litigation expenses, arising from (a) Assignee's ownership of the
Interest; (b) any material misrepresentation, breach of warranty, or
nonperformance of any obligation hereunder on the part of Assignee; or (c) any
other act or omission on the part of Assignee or its affiliates in connection
with its interest in the Partnership.
11. Continuing Effectiveness. Each party's representations shall be
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true and correct, and each party's warranties and indemnifications shall be in
full force and effect on the date that the party executes this Agreement and, to
the extent the same are applicable at closing, on the Closing Date as if made on
the Closing Date. Each party's representations, warranties and indemnifications
shall survive the Closing Date and shall be fully actionable and enforceable
thereafter.
12. Expenses. Assignee and Assignor shall each bear their own legal
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and other fees and expenses associated with the preparation, execution and
consummation of this Agreement and the filing and prosecution of any required
Governmental Agency submissions.
13. Notices. All notices or other communications to parties under
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this Agreement shall be in writing and shall be given (and shall be deemed to
have been duly given upon receipt) by delivery in person, by cable, telegram,
telex or other standard form of telecommunications, or by registered or
certified mail or Federal Express delivery, postage prepaid, return receipt
requested, addressed as follows:
If to Assignor:
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Cellular Communications
of Puerto Rico, Inc.
c/o Xxxxxxx X. Xxxxxxx
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
If to Assignee:
CCPR Services, Inc.
c/o Xxxxxxx X. Xxxxxxx
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
With copies to:
Skadden, Arps, Slate,
Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx
14. Governing Law. This Agreement shall be interpreted, enforced and
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governed in accordance with the laws of New York (without regard to the
provisions thereof on the conflict of laws).
15. Binding Effect. This Agreement shall bind and benefit the
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parties, their representatives, and their permitted assignees and successors in
interest. However, no right or obligation herein may be assigned or delegated by
a party, either directly or indirectly by transfer of control, without the prior
written consent of the other party. This Agreement may be assigned by a party
without the other party's consent to a corporation controlled by the assigning
party or the assigning party's controlling principals, provided that the
assigning party remains obligated hereunder.
16. Entire Agreement. This Agreement constitutes the entire
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agreement between the parties governing this transaction. No prior agreement or
representation, whether verbal or written, shall have any forces or effect. This
Agreement may be modified, superseded or canceled only in writing signed by each
of the parties to be affected.
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IN WITNESS WHEREOF, this Agreement has been duly executed as of the
first date above written.
CELLULAR COMMUNICATIONS
OF PUERTO RICO, INC.
By: [SIGNATURE APPEARS HERE]
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CCPR SERVICES, INC.
By: [SIGNATURE APPEARS HERE]
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