Exhibit 10.2
AGREEMENT
AGREEMENT, dated as of the 30th day of August, 1996, by and between
Century Cellular Holding Corp., a New York corporation ("Century Holding"),
having its principal offices at 00 Xxxxxx Xxxxxx, Xxx Xxxxxx, Xxxxxxxxxxx 00000,
and Centennial Cellular Corp., a Delaware corporation formerly known as Century
Cellular Corp. ("Centennial"), having its principal offices at 00 Xxxxxx Xxxxxx,
Xxx Xxxxxx, Xxxxxxxxxxx 00000.
R E C I T A L S
A. Century Holding and Centennial have entered into that certain
Services Agreement, dated as of August 30, 1991, as Amended and Restated as of
September 27, 1991 (the "Services Agreement").
B. In accordance with Section 7.1 of the Services Agreement, the Term
thereof expires on August 30, 1996, and the parties are currently conferring
regarding the possible renewal of the Services Agreement on mutually acceptable
terms and conditions, and while doing so desire to extend the Term of the
Services Agreement for an interim period without modifying at this time any of
the other terms or conditions of the Services Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in the Services Agreement, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the
parties hereto agree as follows:
1. All defined terms used herein and not otherwise defined shall have
the meaning ascribed thereto in the Services Agreement.
2. Section 7.1 of the Services Agreement is hereby amended to provide
that the Term shall expire on August 31, 1997 (the "Interim Additional Term"),
unless earlier terminated in the manner set forth in Section 7.2 thereof. The
parties hereto agree to continue to confer regarding the possible renewal of the
Services Agreement beyond August 31, 1997 on mutually acceptable terms and
conditions. The parties further agree that in the event the Services Agreement
is renewed beyond the Interim Additional Term, any consideration to be paid to
Century Holding shall include consideration for services rendered hereunder
during the Interim Additional Term. In the event the Services Agreement is not
renewed beyond the Interim Additional Term, the parties agree to negotiate in
good faith regarding consideration to be paid to Century Holding for services
rendered hereunder during the Interim Additional Term, which consideration shall
not be less than the value of the services rendered to Centennial by the
employees of Century Holding.
3. Except as modified hereby, the Services Agreement shall remain
unchanged and in full force and effect.
IN WITNESS WHEREOF, this Agreement has been duly executed as of the date
hereinabove indicated.
CENTURY CELLULAR HOLDING CORP.
By: /s/ Xxxxx X. Xxxxxxxxx
________________________
Name: Xxxxx X. Xxxxxxxxx
Title: Senior Vice President
CENTENNIAL CELLULAR CORP.
By: /s/ Xxxxx X. Xxxxxxxxxx
________________________
Name: Xxxxx X. Xxxxxxxxxx,
Title: Secretary
