EXHIBIT 99.6
EXECUTION COPY
TAX ALLOCATION AGREEMENT
This Tax Allocation Agreement, dated as of September 8, 1998,
is entered into between Telephone and Data Systems, Inc., a Delaware corporation
(herein called "TDS"), Aerial Communications Inc., a Delaware corporation
(herein called "Aerial"), and Aerial Operating Co., Inc., a Delaware corporation
(herein called "AOC").
WHEREAS, for federal income tax purposes, Aerial and its
Subsidiaries join with TDS and other members of its Affiliated Group in filing
consolidated federal income tax returns; and
WHEREAS, in connection with a contemplated offering by AOC of
its Common Shares, TDS, Aerial and AOC desire to enter into this Agreement in
order to (i) specify certain rights and obligations of the parties hereto with
respect to the filing of consolidated federal income tax returns and the payment
of federal income tax for taxable years during which Aerial or AOC remains a
member of the TDS Affiliated Group, (ii) provide for certain reimbursements and
specify the manner in which adjustments to the federal income tax liabilities
for consolidated return years shall be determined and settled between the
parties hereto in the event that Aerial or AOC leaves the group, (iii) apply the
provisions regarding federal income tax liabilities to state franchise or income
tax liabilities required to be determined on a unitary, combined or consolidated
basis, and (iv) specify certain rights and obligations of the parties hereto
with respect to state franchise or income tax liabilities that are not required
to be so determined.
NOW, THEREFORE, in consideration of the mutual agreements
herein contained, the parties hereto agree as follows:
Section 1. Definitions. For purposes of this Agreement, the
following definitions shall apply:
"Affiliated Group" means an "affiliated group" as defined in
Section 1504(a) of the Code.
"Code" means the Internal Revenue Code of 1986, as amended and
in effect from time to time, and any law that may be a successor thereto. A
reference to any Section of the Code means such Section as in effect from time
to time and any comparable provision of any prior or successor law.
"Consolidated Return Regulations" means the Treasury
Regulations promulgated under Section 1502 of the Code, as in effect from time
to time.
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"Consolidated Return Year" means a taxable year of the TDS
Affiliated Group during any part of which Aerial or AOC is a member of such
group and joins in the filing of a consolidated federal income tax return for
such group.
"Final Determination" means the first 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 30 days after IRS acceptance of a Waiver of Restrictions on
Assessment and Collection of Deficiency in Tax and Acceptance of Overassessment
on Internal Revenue Form 870 or 870-AD (or any successor comparable form)
unless, within such 30-day period, TDS gives notice to Aerial of its intention
to attempt to recover all or part of any amount paid pursuant to such Waiver by
the filing of a timely claim for refund; (iii) the expiration of the time for
filing a claim for refund, or for instituting suit in respect of a claim for
refund disallowed in whole or in part by the IRS; (iv) the execution by or on
behalf of the taxpayer and the IRS of a closing agreement under Section 7121 of
the Code; (v) the acceptance by the IRS or its counsel of a tender pursuant to
an offer in compromise under Section 7122 of the Code; or (vi) any other event
that the parties hereto agree is a final and irrevocable determination of
liability for federal income tax for any taxable year.
"IRS" means the United States Internal Revenue Service or any
successor thereto, including, but not limited to, its agents, representatives
and attorneys.
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"Separate Return Year" means any taxable year for which Aerial
and its Subsidiaries file separate federal income tax returns or join in filing
a consolidated federal income tax return with an Affiliated Group of which
Aerial is the common parent.
"Subsidiaries" means AOC and those direct and indirect
subsidiaries of Aerial that are members of the TDS Affiliated Group from time to
time.
"Tax Attribute" means income, gain, loss, deduction and
credit, and all items entering into the computation thereof, for federal income
tax purposes.
"TDS Affiliated Group" means the Affiliated Group of which TDS
is the common parent.
"Transition Date" means January 1, 1996.
"Treasury Regulations" means the income tax regulations
promulgated under the Code.
Section 2. Continued Filing of Consolidated Returns.
(a) Aerial and its Subsidiaries shall continue to join in
filing consolidated federal income tax returns with the TDS Affiliated Group for
such taxable years for which they are eligible
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to do so under the Code and the Consolidated Return Regulations unless TDS shall
request otherwise. TDS shall have the right to exercise all the powers of a
common parent with respect to such returns as are conferred upon it by the
Consolidated Return Regulations. Without limiting the generality of the
foregoing, TDS shall be the sole agent for Aerial and its Subsidiaries in any or
all matters relating to the federal income tax liability of the TDS Affiliated
Group for all Consolidated Return Years. Aerial and its Subsidiaries shall have
no authority to act for or to represent itself in any such matter. Aerial and
its Subsidiaries shall not, without the consent of TDS, (i) terminate such
agency or (ii) participate, or attempt to participate, in any matters related to
the federal income tax liability of the TDS Affiliated Group for any
Consolidated Return Year, including, but not limited to, preparation or filing
of, or resolution of disputes with the IRS concerning the consolidated federal
income tax return for any Consolidated Return Year. The decision of the chief
executive officer or the chief financial officer of TDS shall, subject to the
provisions of this Agreement, be binding in any dispute between TDS and Aerial
and its Subsidiaries as to the tax position to be taken with respect to any item
or transaction of Aerial and its Subsidiaries includable in the consolidated
federal income tax return for any Consolidated Return Year.
(b) Aerial and its Subsidiaries shall furnish to TDS in a
timely manner such information and documents as TDS may request for the purpose
of preparing tax returns or in connection with any subsequent audit of such
returns, claim for refund, or administrative or judicial proceeding involving
such returns.
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(c) The federal income tax liability of the TDS Affiliated
Group for the Consolidated Return Year ended December 31, 1995, as shown on the
return filed for such year, shall be shared by all the members of such Group in
accordance with the method of allocation used for prior Consolidated Return
Years. The federal income tax liability of the TDS Affiliated Group for each
Consolidated Return Year ending after the Transition Date, as shown on the
return filed for each such year, shall be allocated as follows: Aerial shall pay
to TDS an amount equal to the greater of (i) the federal income tax liability of
Aerial and its Subsidiaries computed as if they constituted a separate
Affiliated Group filing a consolidated return (including any minimum tax
liability of such Group), or (ii) the federal income tax liability of Aerial and
its Subsidiaries computed as if they constituted a separate Affiliated Group
filing a consolidated return subject to tax at a rate equal to the quotient of
(A) the federal income tax liability, before tax credits, of the TDS Affiliated
Group for the Consolidated Return Year, divided by (B) the federal taxable
income of the TDS Affiliated Group for such year; and TDS shall pay the balance
of the consolidated tax liability, if any. For purposes of the preceding
sentence, Aerial and its Subsidiaries shall be treated as if they were formed as
an Affiliated Group (with Aerial as the common parent) on January 1, 1996, and
shall be entitled to carry forward (within the allowable statutory period) their
Affiliated Group's net operating or capital losses or unused tax credits, if
any, arising thereafter to offset the subsequent income and tax liability, if
any, of such Group.
(d) Aerial and its Subsidiaries shall pay to TDS their
respective shares of the consolidated tax liability of the TDS Affiliated Group
for each Consolidated Return Year, as determined pursuant to paragraph (c)
above, (less any amounts previously paid in respect of
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estimated taxes for such year) no later than March 15 of the following year;
provided, however, that for 1996 and each subsequent year, Aerial and its
Subsidiaries shall be required to pay to TDS at least 90% of TDS's best estimate
of their respective shares of the consolidated tax liability to be shown on the
return for the Consolidated Return Year in question (less any amounts previously
paid in respect of estimated taxes for such year) no later than March 15 and any
balance due shall be paid by the following September 15; and provided, further,
that for each Consolidated Return Year after 1995, Aerial shall pay to TDS, no
later than each due date for an estimated tax payment prescribed by Section 6154
of the Code, the minimum amount required to be paid to avoid the imposition of a
penalty under Section 6655 of the Code, determined on the same basis as the
share of Aerial and its Subsidiaries in the total tax liability for the
Consolidated Return Year in question is determined under paragraph (c) above.
(e) Pursuant to the tax sharing or allocation agreement or
arrangement in effect between the parties hereto prior to the date hereof, TDS
shall be and remain obligated to pay to Aerial an amount equal to the reduction
(net of any actual or anticipated loss of any unused tax credits eligible to be
carried forward) in the provision for federal income taxes reflected in TDS's
audited consolidated statements of income for all Consolidated Return Years
through 1995 that resulted from the inclusion of Aerial and its Subsidiaries in
the TDS Affiliated Group for such Consolidated Return Years.
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Section 3. Contests and Claims for Refund.
(a) If TDS receives from the IRS a written notice of proposed
deficiency (30-day letter) that involves any Tax Attribute of Aerial or its
Subsidiaries for any Consolidated Return Year, TDS shall within 15 days provide
Aerial with a copy of such 30-day letter (and any accompanying forms and
schedules) and shall notify Aerial of any action TDS intends to take with
respect to such proposed deficiency and the amount of any proposed additional
taxes that, in the opinion of TDS, are the responsibility of Aerial and its
Subsidiaries under this Agreement. If TDS shall deem it appropriate to make a
claim for refund of income tax (by filing an amended return or otherwise),
arising from a Tax Attribute of Aerial or its Subsidiaries for any Consolidated
Return Year (including carrybacks of losses or credits from a later Consolidated
Return Year or a Separate Return Year), TDS shall so notify Aerial.
(b) TDS shall be permitted, through its counsel or otherwise,
at Aerial's expense, to contest any proposed deficiency or prosecute any claim
for refund with respect to any Consolidated Return Year in administrative or
judicial proceedings, and shall have the right to make any decision as to
settlement of the contest or claim or any issue involved therein, choice of
forum for judicial proceedings and prosecution of appeals. Aerial shall pay TDS
for any liability, expense or loss arising out of or relating to the Aerial
issues involved in the contest or claim (including, without limitation, all
out-of-pocket expenses, costs, losses, reasonable legal, accounting, engineers'
and like professional fees, disbursements, interest, penalties and additions to
tax relating to such issues) as the same shall be incurred. If such contest is
to be conducted in a manner requiring payment of a
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proposed tax deficiency, Aerial shall advance to TDS, on an interest-free basis,
an amount sufficient to make payment of the amount attributable to Aerial
issues, together with any required interest or penalties.
(c) If there is a Final Determination of a deficiency in
federal income tax for any Consolidated Return Year, the portion of such
deficiency, if any, that is attributable to an adjustment to the reported Tax
Attributes of Aerial or its Subsidiaries, and any interest or penalties
applicable thereto, shall be paid by Aerial. Any such payments shall be made to
TDS upon notice to Aerial. If a refund of federal income tax is received by TDS
for any Consolidated Return Year, the portion of such refund, if any, that is
attributable to an adjustment to the previously assessed Tax Attributes of
Aerial or its Subsidiaries, and any interest applicable thereto, shall be paid
by TDS to Aerial. Any such payments shall be made by TDS promptly after any such
refund and interest are received by it.
Section 4. Reimbursements Subsequent to Affiliation. If Aerial
and its Subsidiaries or AOC and its Subsidiaries do not remain members of the
TDS Affiliated Group, TDS shall reimburse the former TDS Affiliated Group
members for any amount of federal income tax which they are thereafter required
to pay for a Separate Return Year under the Code and which they would not have
been required to pay if they had not been members of the TDS Affiliated Group
after the Transition Date; provided, however, that no such reimbursement shall
be made to Aerial or any of its Subsidiaries if, at any time after TDS becomes
the owner of Series A Common Shares, par value $1.00 per share, of Aerial, less
than 500,000 Series A Common Shares are outstanding, and no such
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reimbursement shall be made to any Subsidiary of Aerial if, after the Transition
Date, another person or group (other than a person or group owning capital stock
of TDS having more than 50% of the total voting power in the election of
directors of all shares of TDS's capital stock outstanding at the time) acquires
(i) capital stock of such Subsidiary having more than 50% of the total voting
power in the election of directors of all shares of such Subsidiary's capital
stock outstanding at the time or (ii) assets of such Subsidiary representing in
the aggregate more than 50% of the total value of the assets of such Subsidiary
as reflected on the most recent balance sheet of such Subsidiary prepared in
accordance with generally accepted accounting principles in effect at the time.
As used in this Section 4, the term "person" means any individual, firm,
corporation, partnership, trust or other entity; and "group" means any group of
persons formed for the purpose of acquiring, holding, voting or disposing of
capital stock of Aerial or any Subsidiary (or TDS). Thus, any net operating or
capital losses or tax credits of Aerial and its Subsidiaries, computed as if
such corporations constituted a separate Affiliated Group with Aerial (if the
event triggering the application of this Section 4 is the departure of Aerial
and its Subsidiaries from the TDS Affiliated Group) or AOC (if such event is the
departure of AOC and its Subsidiaries) as the common parent, that arise after
December 31, 1995, and are not used to offset the separate tax liability of such
Group in subsequent Consolidated Return Years shall be treated as available
carryovers to Separate Return Years (within the allowable statutory carryover
period). For the purpose of determining the amount of reimbursement: (i) it
shall be assumed that Aerial and its Subsidiaries (or AOC and its Subsidiaries)
would have filed consolidated federal income tax returns for all periods
commencing on January 1, 1996, and ending before the first Separate Return Year,
with the same Tax Attributes as were reported in the corresponding consolidated
returns of the TDS Affiliated Group (without regard to any adjustments
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to such Tax Attributes reflected in any deficiency in tax or refund of tax paid
by or to Aerial pursuant to Section 3(c) of this Agreement); and (ii) any Tax
Attributes of Aerial (or AOC) in Separate Return Years, or of other members of
the Aerial Affiliated Group (or the AOC Affiliated Group) joining in the returns
for such years, arising from sources other than the business activities in which
Aerial and its Subsidiaries (or AOC and its Subsidiaries) were engaged on the
first day of the first Separate Return Year shall be disregarded. Such
reimbursement shall be made, on an interest-free basis, within 15 days after TDS
receives a copy of the tax return or of a Final Determination of tax liability
for the Separate Return Year in question and a claim for reimbursement, together
with sufficient information and/or documentation to permit TDS to verify the
accuracy of such claim.
Section 5. Action by and Payments to Subsidiaries. Any
provision of this Agreement that requires the Subsidiaries to take or refrain
from taking action shall be construed to include a requirement either that
Aerial cause its Subsidiaries to take or refrain from taking such action or that
Aerial take such action on behalf of its Subsidiaries. Any provision of this
Agreement that requires TDS to make a payment to the Subsidiaries shall be
satisfied by a payment to Aerial on behalf of the Subsidiaries, except to the
extent TDS is required to make a payment to AOC under Section 4 of this
Agreement.
Section 6. State Franchise or Income Tax Liabilities.
(a) To the extent appropriate, rules similar to the provisions
of Sections 2, 3, 4 and 5 of this Agreement shall be applied to the provision of
information and documents, the filing of
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returns, contests and claims for refund, the allocation of and reimbursements
with respect to state franchise or income tax liabilities to which TDS and
Aerial and its Subsidiaries are subject and which are required to be determined
on a unitary, combined or consolidated basis.
(b) If any such state tax liabilities are not required to be
determined on a unitary, combined or consolidated basis, then TDS shall have the
option to act as the sole agent for Aerial and its Subsidiaries in any and all
matters relating to such state tax liabilities of Aerial and its Subsidiaries
for all Consolidated Return Years. If TDS elects to exercise such option, and
for so long as such agency continues, neither Aerial nor any of its Subsidiaries
shall have no authority to act for or to represent itself in any such matter,
and neither Aerial nor any of its Subsidiaries shall, without the consent of
TDS, (i) terminate such agency or (ii) participate, or attempt to participate,
in matters related to such state liabilities of Aerial and its Subsidiaries for
any Consolidated Return Year, including, but not limited to, preparation or
filing of, or resolution of disputes with tax authorities concerning, the state
franchise or income tax returns (including returns with respect to estimated
taxes) filed on behalf of Aerial for any Consolidated Return Year. Aerial and
its Subsidiaries shall furnish to TDS in a timely manner such information and
documents as TDS may request for the purpose of preparing such returns or in
connection with a subsequent audit of such returns by tax authorities or a claim
for refund or judicial proceeding involving such returns. Aerial shall execute
such returns at TDS's request, and the decision of the chief executive officer
or the chief financial officer of TDS shall, subject to the provisions of this
Agreement, be binding in any dispute between TDS and Aerial as to the tax
position to be taken by Aerial in such returns. All taxes due with respect to
such returns shall be the obligation of Aerial, and all refunds of such taxes
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shall inure to the benefit of Aerial. TDS shall not have any obligation for such
taxes nor shall it be entitled to any refund for such taxes.
Section 7. Additions to Payments. The amount of any payment
required to be made by any party to another under this Agreement shall be an
amount which, after subtraction of any additional federal, state or local taxes
payable by the recipient in respect of the receipt of such payment, is equal to
the amount payable hereunder.
Section 8. Election under Section 1552 of the Code. Nothing in
this Agreement is intended to change or otherwise affect any election made by or
on behalf of the TDS Affiliated Group with respect to the calculation of
earnings and profits under Section 1552 of the Code or the Consolidated Return
Regulations.
Section 9. Representations and Warranties. As an inducement to
enter into this 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 its state of 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 Agreement;
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(b) it has duly and validly taken all corporate action
necessary to authorize the execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby;
(c) this 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 Agreement, the
consummation of the transactions contemplated hereby or the compliance
with any of the provisions of this 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.
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Section 10. Term of Agreement. This Agreement shall become
effective as of the date of its execution and, except as otherwise expressly
provided herein, the respective covenants of the parties contained herein shall
continue in full force and effect indefinitely.
Section 11. Prior Tax Sharing Agreements. This Agreement shall
supersede any other tax sharing or allocation agreement or arrangement in effect
between the parties hereto prior to the date hereof with respect to the matters
expressly dealt with herein, but any such prior agreement or arrangement shall
otherwise remain in effect according to its terms.
Section 12. Miscellaneous.
(a) Injunctions. The parties acknowledge that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached. Therefore, the parties hereto shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this 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 of this 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
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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 in valid, void or
unenforceable, the parties hereto shall use their best efforts to find and
employ an alternate means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction.
(c) Assignment. Except by operation of law or in connection
with the sale or transfer of all or substantially all the assets of a party
hereto or of all or substantially all of the capital stock of Aerial or AOC
beneficially owned by TDS or Aerial, respectively, this Agreement shall not be
assignable, in whole or in part, directly or indirectly, by any party hereto
without the written consent of the other party, and any attempt to assign any
rights or obligations arising under this Agreement without such consent shall be
void; provided, however, that the provisions of this Agreement shall be binding
upon, inure to the benefit of and be enforceable by the parties hereto and their
respective successors and permitted assigns.
(d) Further Assurances. Subject to the provisions hereof, the
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 Agreement and to consummate
the transactions contemplated hereby. Subject to the provisions hereof, each of
the parties shall, in connection with entering into this Agreement, performing
its obligations hereunder and taking any and all actions relating hereto, comply
with all applicable laws,
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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
other party with all such information as they may reasonably request in order to
be able to comply with the provisions of this sentence.
(e) Parties in Interest. Except as herein otherwise
specifically provided, nothing in this Agreement expressed 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.
(f) Waivers, Etc. No failure or delay on the part of the
parties in 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 amendment, modification or waiver of any provision of this
Agreement nor consent to any departure by the parties therefrom shall in any
event be effective unless the same shall be in writing and signed by the chief
executive officer or the chief financial officer of each party in the case of
amendments or modifications, or by the chief executive officer or the chief
financial officer of the waiving or consenting party, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for
which given.
(g) Setoff. All payments to be made by any party under this
Agreement shall be made without setoff, counterclaim or withholding, all of
which are expressly waived.
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(h) Changes of Law. If, due to any change in applicable law or
regulations or the interpretation thereof by any court of law or other governing
body having jurisdiction subsequent to the date of this Agreement, performance
of any provision of this 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.
(i) Confidentiality. Subject to any contrary requirement of
law and 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 Agreement;
provided, however, that 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.
(j) Headings. Descriptive headings are for convenience only
and shall not control or affect the meaning or construction of any provision of
this Agreement.
(k) Counterparts. For the convenience of the parties, any
number of counterparts of this Agreement may be executed by the parties hereto,
and each such executed counterpart shall be, and shall be deemed to be, an
original instrument.
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(l) Notices. All notices, consents, requests, instructions,
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:
TDS at: 00 Xxxxx XxXxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000-0000
Attention: President
with separate copies at such address to the attention of the
Chief Financial Officer and the Corporate Secretary
Aerial at: 0000 X. Xxxx Xxxx Xxx.
Xxxxx 0000
Xxxxxxx, XX 00000
Attention: President
with separate copies at such address to the attention of the
Chief Financial Officer and the Corporate Secretary
AOC at: 0000 X. Xxxx Xxxx Xxx.
Xxxxx 0000
Xxxxxxx, XX 00000
Attention: President
with separate copies at such address to the attention of the
Chief Financial Officer and the Corporate Secretary
or to such other address as any party may, from time to time, designate in a
written notice given in a like manner. Any notice given under this Agreement
shall be deemed delivered when received at the appropriate address.
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(m) Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Illinois
applicable to contracts made and to be performed therein.
IN WITNESS WHEREOF, TDS, Aerial and AOC have caused this
Agreement to be duly executed by their respective officers, each of whom is duly
authorized, all as of the day and year first above written.
Telephone and Data Systems, Inc.
By: /s/ XxXxx X. Xxxxxxx, Xx.
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XxXxx X. Xxxxxxx, Xx.
President and CEO
Aerial Communications, Inc.
By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxxxx
President and CEO
Aerial Operating Co., Inc.
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxxxx
President
Signature page of Tax Allocation Agreement
dated as of September 8, 1998.
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