EXHIBIT 10.3
ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") is made and entered
into as of January 31, 1997, by and between CoreComm Incorporated, a Delaware
corporation ("CCI") and Cellular Communications of Puerto Rico, Inc. ("CCPR").
Recitals
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WHEREAS, CCPR is a direct wholly-owned subsidiary of CCI;
WHEREAS, certain officers and employees located in CCI's New York offices
(the "Employees") will provide Services (as defined in Section 1) to CCPR; and
WHEREAS, CCPR shall reimburse CCI for the provision of the Services.
THEREFORE, in consideration of the mutual obligations set forth in this
Agreement, and subject to all conditions set forth herein, the parties hereto
agree as follows:
1. Provision of Services. Employees will, from time to time, provide to
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CCPR certain administrative, management and operational services (the
"Services"), including, but not limited to, the following:
(i) senior management services;
(ii) legal services;
(iii) financial analysis services;
(iv) accounting services; and
(v) administrative services.
2. Payment for Services. (a) CCPR shall pay CCI for the Services at a rate
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equal to the time-based portion of CCI's Costs (as defined below). For purposes
of this Agreement, the term "CCI Costs" shall mean the following direct costs of
providing the Services to CCPR: the personnel costs of the Employees, such
personnel costs to be based upon that portion of the New York's offices total
Employee costs that are allocated to CCI from time to time; travel and related
expenses charged directly to CCPR by Employees; and corporate overhead and other
fixed costs relating to the New York office that are allocated to CCPR from time
to time.
(b) CCI shall maintain accurate and complete records substantiating
its
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determination of the Costs, and CCPR shall be free, to the extent reasonably
necessary for ascertaining the accuracy of the determination, to examine such
records and to request further information concerning such records from the
officers of CCI.
3. Indemnity. CCPR shall indemnify and hold CCI and its affiliates
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(including CCI's officers, directors, employees and agents) harmless against and
from any and all claims and liabilities (including legal fees and other costs
incurred by CCI) arising or alleged to have arisen as a result of or in
connection with or relating to the provision of Services pursuant to this
Agreement including, but not limited to, any liability incurred by CCPR as a
result of (i) any acts or omissions by any Employee providing Services pursuant
to this Agreement which acts or omissions are in connection with the provision
of the Services, (ii) any injury, disability or illness incurred by any Employee
as a result of the provision of the Services or (iii) any claims by any Employee
arising out of the provision of the Services.
4. Representation and Warranties. Each of the parties hereto hereby
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represents and warrants to the other party, which representations and warranties
shall survive the execution of this Agreement and the consummation of the
transactions contemplated hereby, as follows:
(i) It validly exists under the laws of the jurisdiction of its
organization;
(ii) It has full power and authority to execute and perform this
Agreement;
(iii) The execution, delivery and performance of this Agreement
has been duly authorized by all necessary action on its part and is binding and
enforceable against it; and
(iv) The execution, delivery and performance of this Agreement
will not conflict with, result in a breach of, or cause a default under, with or
without the giving of notice or the passage of time, or both, its charter
documents, or any material agreement or instrument to which it is bound, nor
will it conflict with or violate any statute, law, rule, regulation, order,
decree or judgment of ant court or governmental authority which is binding upon
it or its property.
5. 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).
6. Binding Effect. This Agreement shall bind and benefit the parties,
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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.
7. Entire Agreement. This Agreement constitutes that entire agreement
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between the parties governing this transaction. No prior agreement or
representation, whether verbal or written, shall have any force or effect. This
Agreement may be modified, superseded or canceled only in writing signed by each
of the parties to be affected.
IN WITNESS WHEREOF, this Agreement has been duly executed as of the first
date above written.
CELLULAR COMMUNICATIONS
OF PUERTO RICO, INC.
By:______________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President-General Counsel
CORECOMM INCORPORATED
By:______________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President-General Counsel
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