Corecomm Inc Sample Contracts

Cellular Communications of Puerto Rico Inc /De/ – AGREEMENT AND PLAN OF MERGER (May 6th, 1999)

EXHIBIT 99.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG CELLULAR COMMUNICATIONS OF PUERTO RICO, INC. SBC COMMUNICATIONS INC. AND SBCI-PR, INC. DATED AS OF April 30, 1999 TABLE OF CONTENTS Page ARTICLE I THE MERGER SECTION 1.1 The Merger. .................................................... 2 SECTION 1.2 Effect on Shares...............................................

Cellular Communications of Puerto Rico Inc /De/ – AMENDMENT NO. 3 TO THE RIGHTS AGREEMENT (May 6th, 1999)

EXHIBIT 99.2 AMENDMENT NO. 3 TO THE RIGHTS AGREEMENT AMENDMENT NO. 3 TO THE RIGHTS AGREEMENT (the "Amendment"), dated as of April 30, 1999, between Cellular Communications of Puerto Rico, Inc., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, as Rights Agent (the "Rights Agent"). WHEREAS, the Company and the Rights Agent entered into a Rights Agreement, dated as of January 24, 1992 (the "Rights Agreement"); WHEREAS, the Distribution Date (as defined in the Rights Agreement) has not occurred, and the Company and the Rights Agent desire to amend the Rights Agreement in accordance with Section 27 of the Rights Agreement; THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereby agree as follows: 1. The Rights Ag

Cellular Communications of Puerto Rico Inc /De/ – 1998 NON-QUALIFIED STOCK OPTION PLAN (March 31st, 1999)

Exhibit 10.6 CELLULAR COMMUNICATIONS OF PUERTO RICO, INC. 1998 NON-QUALIFIED STOCK OPTION PLAN 1. PURPOSE; CONSTRUCTION. This Cellular Communications of Puerto Rico, Inc. 1998 Stock Option Plan (the "Plan"), is intended to encourage stock ownership by employees and directors of Cellular Communications of Puerto Rico, Inc. (formerly CoreComm Incorporated, the "Corporation") and its divisions and subsidiary and parent corporations and other affiliates, so that they may acquire or increase their proprietary interest in the Corporation, and to encourage such employees and directors to remain in the employ of the Corporation or its affiliates and to put forth maximum efforts for the success of the business. Services of directors will be considered employment for purposes of this Plan. 2. DEFINITIONS. As used in this Plan, the following words an

Cellular Communications of Puerto Rico Inc /De/ – AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT (March 31st, 1999)

Exhibit 4.4 AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT Amendment No. 2 dated as of November 17, 1998 (the "Amendment"), between CELLULAR COMMUNICATIONS OF PUERTO RICO, INC., a Delaware corporation (the "Company"), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the "Rights Agent"). WHEREAS, the Company and the Rights Agent entered into a Rights Agreement, dated as of January 24, 1992 (the "Rights Agreement"); and WHEREAS, the Distribution Date (as defined in the Rights Agreement) has not occurred, and that accordingly, the Company and Rights Agent hereby amend the Rights Agreement in accordance with Section 27 thereof. NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereby agree as follows: Section 1. A

Cellular Communications of Puerto Rico Inc /De/ – RIGHTS AGREEMENT (November 18th, 1998)

[CELLULAR COMMUNICATIONS OF PUERTO RICO, INC. LETTERHEAD] FOR IMMEDIATE RELEASE PRESS RELEASE CELLULAR COMMUNICATIONS OF PUERTO RICO, INC. ANNOUNCES TERMINATION OF EXCHANGE OFFER DATED OCTOBER 15, 1998 AND AMENDMENT OF SHAREHOLDERS' RIGHTS AGREEMENT INCREASING TO 18% THE ALLOWABLE OWNERSHIP INTEREST UNDER ITS RIGHTS AGREEMENT New York, New York (November 17, 1998) - Cellular Communications of Puerto Rico, Inc. (Nasdaq: CLRP) (the "Company") announced today that due to certain factors it is terminating its offer dated October 15, 1998, as amended (the "Exchange Offer") by which it had offered to exchange $15.00 principal amount of a new issue of 15% Subordinated Notes due 2008 for each share of its Common Stock, par value $.01 per share. The Exchange Offer had been scheduled to expire on December 4, 1998.

Corecomm Inc – 1992 STOCK OPTION PLAN (March 30th, 1998)

EXHIBIT 10.6 CORECOMM INCORPORATED 1992 STOCK OPTION PLAN (AS AMENDED AND RESTATED EFFECTIVE MAY 1, 1997) 1. PURPOSE; CONSTRUCTION. This CoreComm Incorporated 1992 Stock Option Plan, as amended and restated effective May 1, 1997 (the "Plan"), is intended to encourage stock ownership by employees of CoreComm Incorporated (the "Corporation") and its divisions and subsidiary corporations and other affiliates, so that they may acquire or increase their proprietary interest in the Corporation, and to encourage such employees and directors who are employees to remain in the employ of the Corporation or its affiliates and to put forth maximum efforts for the success of the business. It is further intended that options ("Options") granted by the Committee pursuant to Section 6 of this Plan shall constitute "incent

Corecomm Inc – PRESS RELEASE (March 24th, 1998)

FOR IMMEDIATE RELEASE PRESS RELEASE New York, New York (March 23, 1998) - CoreComm Incorporated (NASDAQ: COMM) announced today that it had entered into an agreement to acquire Digicom, Inc. Digicom is primarily a reseller of centrex services in Cleveland, Ohio with approximately 500 customers using approximately 4,000 lines and approximately $3.2 million of revenues for the year 1997. CoreComm has filed an application with the Public Utilities Commission of Ohio for the approval of this acquisition. CoreComm provides telecommunications services in the Commonwealth of Puerto Rico and the U.S. Virgin Islands. The acquisition of Digicom is a first step in the implementation of a strategic plan relating to telecommunications opportunities in the United States. ****** For further information, please contact Michael J. Peterson, Director of Corporate Devel

Corecomm Inc – AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (March 28th, 1997)

Exhibit 4.2 AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT Amendment No. 1, dated as of January 31, 1997 (the "Amendment"), between CELLULAR COMMUNICATIONS OF PUERTO RICO, INC., a Delaware corporation (the "Company"), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the "Rights Agent"). WHEREAS, the Company and the Rights Agent entered into a Rights Agreement, dated as of January 24, 1992 (the "Rights Agreement"); and WHEREAS, the Distribution Date (as defined in the Rights Agreement) has not occurred, and that accordingly, the Company and the Rights Agent hereby amend the Rights Agreement in accordance with Section 27 thereof. NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereby agree as follows: Section 1. Amendment to Definition of "Acquir

Corecomm Inc – REGISTRATION RIGHTS AGREEMENT (March 28th, 1997)

Exhibit 4.4 EXECUTION COPY ================================================================================ ___________________ REGISTRATION RIGHTS AGREEMENT DATED AS OF JANUARY 31, 1997 ___________________ by and among CCPR SERVICES, INC. CELLULAR COMMUNICATIONS OF PUERTO RICO, INC. and DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION SALOMON BROTHERS INC WASSERSTEIN PERELLA SECURITIES, INC. ================================================================================ This Registration Rights Ag

Corecomm Inc – Tax Sharing Agreement (March 28th, 1997)

EXHIBIT 10.2 Tax Sharing Agreement THIS AGREEMENT, dated as of January 31, 1997, by and among CoreComm Incorporated, a Delaware corporation ("New CCI"), Cellular Communications of Puerto Rico, Inc., a Delaware corporation and wholly-owned subsidiary of New CCI ("CCPR"), and CCPR Services, Inc., a Delaware corporation and wholly-owned subsidiary of CCPR ("Services"). WHEREAS, CCPR was the common parent of an affiliated group (the "Group") of domestic corporations (as such terms are defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended) (the "Code") and has included Services in its consolidated Federal income tax returns relating to all taxable periods ending before the formation of New CCI ("Pre-New CCI Periods"); WHEREAS, New CCI has become the common parent of the Group in a reverse acquisition defined

Corecomm Inc – AGREEMENT (March 28th, 1997)

EXHIBIT 10.7 AGREEMENT --------- 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 -------- WHEREAS, Assignor owns a 86.232% interest as a partner in San Juan 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 Juan-Caguas, Puerto Rico Metropolitan Statistical Area. WHEREAS, Assignee owns a 6.146% interest as a partner in the Partnershi

Corecomm Inc – ADMINISTRATIVE SERVICES AGREEMENT (February 12th, 1997)

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 -------- 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

Corecomm Inc – AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (February 12th, 1997)

EXHIBIT 4.1.2 AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT Amendment No. 1, dated as of January 31, 1997 (the "Amendment"), between CELLULAR COMMUNICATIONS OF PUERTO RICO, INC., a Delaware corporation (the "Company"), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the "Rights Agent"). WHEREAS, the Company and the Rights Agent entered into a Rights Agreement, dated as of January 24, 1992 (the "Rights Agreement"); and WHEREAS, the Distribution Date (as defined in the Rights Agreement) has not occurred, and that accordingly, the Company and the Rights Agent hereby amend the Rights Agreement in accordance with Section 27 thereof. NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereby agree as follows: Section 1. Amendment to Definition

Corecomm Inc – Tax Sharing Agreement (February 12th, 1997)

EXHIBIT 10.2 Tax Sharing Agreement THIS AGREEMENT, dated as of January 31, 1997, by and among CoreComm Incorporated, a Delaware corporation ("New CCI"), Cellular Communications of Puerto Rico, Inc., a Delaware corporation and wholly-owned subsidiary of New CCI ("CCPR"), and CCPR Services, Inc., a Delaware corporation and wholly-owned subsidiary of CCPR ("Services"). WHEREAS, CCPR was the common parent of an affiliated group (the "Group") of domestic corporations (as such terms are defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended) (the "Code") and has included Services in its consolidated Federal income tax returns relating to all taxable periods ending before the formation of New CCI ("Pre-New CCI Periods"); WHEREAS, New CCI has become the common parent of the Group in a reverse acquisition defined in Reg. (S) 1.1502-75(d)(3)