Agreement and Plan of Reorganization
This Agreement and Plan of Reorganization ("Plan") is made as of
December 28, 1995, by C-TEC Corporation, a Pennsylvania corporation (the
"Company"), RCN Corporation, a Delaware corporation ("RCN"), and RCN Holdings,
Inc., a Pennsylvania corporation ("Holdings").
WHEREAS, the Company, RCN, and Holdings have entered into an
Exchange Agreement dated as of the date first above written (the "Exchange
Agreement"), and
WHEREAS, the Company, RCN, and Holdings desire to establish a plan
for effecting the transaction described in the Exchange Agreement and for
eliminating Holdings after that transaction,
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. All capitalized terms not defined in this Plan shall have the
meanings contained in the Exchange Agreement.
2. On the Closing Date, the Company will exchange, for all the
Holdings Shares, the Exchange Shares, and RCN will exchange, for the Exchange
Shares, all the Holdings Shares, each as described in the Exchange Agreement.
3. As soon as practicable after the Closing Date but in no event
later than January 11, 1996, the Company will dissolve Holdings, pursuant to
applicable state law.
4. Each of the Company, RCN, and Holdings will file as part of
its tax return for its taxable year in which the dissolution of Holdings
occurs the statements required by section 1.368-3 of the Income Tax
Regulations.
5. Each of the Company and Holdings will file as part of its
tax return for its taxable year in which the dissolution of Holdings occurs
copies of this Plan and the Exchange Agreement.
6. Each of the Company, RCN, and Holdings will treat the exchange
of the Holdings Shares for the Exchange Shares and the subsequent dissolution
of Holdings as steps in a tax-free reorganization of Holdings within the
meaning of section 368(a)(1)(C) of the Internal Revenue Code of 1986, as
amended.
7. This Plan will become part of the official records of the
Company, RCN, and Holdings.
IN WITNESS WHEREOF, this Plan has been executed by duly
constituted and authorized officers of the Company, RCN, and Holdings,
pursuant to authority granted by the Boards of Directors of each corporation.
C-TEC CORPORATION
By:________________________
Name:
Title:
RCN CORPORATION
By:________________________
Name:
Title:
RCN HOLDINGS, INC.
By:________________________
Name:
Title:
