Corecomm Ltd Sample Contracts

Corecomm Ltd – CORECOMM LIMITED SHAREHOLDERS APPROVE MERGER AGREEMENTS WITH (September 22nd, 2000)

FOR IMMEDIATE RELEASE CORECOMM LIMITED SHAREHOLDERS APPROVE MERGER AGREEMENTS WITH VOYAGER.NET AND ATX TELECOMMUNICATIONS New York, New York (September 22, 2000) - CoreComm Limited (NASDAQ: COMM) announced today that in the special meeting of shareholders held today, CoreComm's shareholders approved: 1). The domestication merger proposal to make CoreComm a domestic U.S. company and the adoption of the related domestication merger agreement; 2). The merger agreement between CoreComm, Voyager.net, Inc. and other parties, under which Voyager will become a wholly-owned subsidiary of CoreComm, and common stock of CoreComm (or its successor) will be issued in addition to a cash payment to the current stockholders of Voyager; and 3). The merger agreement among CoreComm, ATX Telecommunications Services, Inc., all of the current ATX stockholders and other parties. Accordingly, all necessary approvals for

Corecomm Ltd – RECAPITALIZATION AGREEMENT (August 7th, 2000)

1 EXECUTION COPY AMENDMENT NO. 3 TO RECAPITALIZATION AGREEMENT AND PLAN OF MERGER, ORIGINALLY EXECUTED ON MARCH 9, 2000 AND AMENDED ON APRIL 10, 2000 AND ON JULY 10, 2000 BY AND AMONG ATX TELECOMMUNICATIONS SERVICES, INC. THOMAS GRAVINA, DEBRA BURUCHIAN MICHAEL KARP, THE FLORENCE KARP TRUST, CORECOMM LIMITED, ATX MERGER SUB, INC. AND CORECOMM MERGER SUB, INC. DATED JULY 31, 2000 2 AMENDMENT NO. 3 TO RECAPITALIZATION AGREEMENT AND PL

Corecomm Ltd – 2000 SPECIAL STOCK OPTION PLAN (April 4th, 2000)

EXHIBIT 4.5 CORECOMM LIMITED 2000 SPECIAL STOCK OPTION PLAN --------------------- This CoreComm Limited 2000 Special Stock Option Plan (the "Plan"), is intended to encourage stock ownership by employees and non-employee directors of CoreComm Limited (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. As used in this Plan, the following words and phrases shall have the meanings indicated: 2.1 "CODE" shall mean the Internal Revenue Code of 1986, as amended. 2.2 "DISABILITY" shall mean an Optionee's inability to engage in any substantial gainf

Corecomm Ltd – AMENDMENT TO RIGHTS AGREEMENT (March 29th, 2000)

1 AMENDMENT TO RIGHTS AGREEMENT AMENDMENT, dated as of January 20, 1999 to the Rights Agreement, dated as of August 18, 1998, between Corecomm Limited, a Bermuda corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, as Rights Agent (the "Rights Agent") (the "Rights Agreement"). WHEREAS, no Stock Acquisition Date or Distribution Date, as defined in the Rights Agreement, has occurred; WHEREAS, the Company and the Rights Agent entered into the Rights Agreement specifying the terms of the Rights (as defined therein); and WHEREAS, 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 Agreement is hereby amended as set forth in this Section 1.

Corecomm Ltd – AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT (March 29th, 2000)

1 AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT ("Amendment No. 2"), dated November 11, 1999, by and between CORECOMM LIMITED, a Bermuda corporation (the "Company"), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation, as Rights Agent ( the "Rights Agent"). This Amendment No. 2 amends the Rights Agreement (the "Rights Agreement"), dated August 18, 1998, as amended pursuant to Amendment No. 1 to the Rights Agreement ("Amendment No. 1"), dated January 20, 1999, in each case, by and between the Company and the Rights Agent. Capitalized terms used in this Amendment No. 2 without definition shall have the meanings given to them in the Rights Agreement. Whereas, the Company and the Rights Agent entered into the Rights Agreement specifying the terms of the Rights; Whereas, Section 27 of the Rights Agreement provides, among other things, that the Company may, prior to the Distribution Date, and the

Corecomm Ltd – 1999 STOCK OPTION PLAN (March 29th, 2000)

1 EXHIBIT 10.5 CORECOMM LIMITED 1999 STOCK OPTION PLAN 1. PURPOSE; CONSTRUCTION. This CoreComm Limited 1999 Stock Option Plan (the "Plan"), is intended to encourage stock ownership by employees and non-employee directors of CoreComm Limited (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 "incentive stock options" ("Incentive Stock Options") within the meaning of Section 422 of the Internal Revenue Code of

Corecomm Ltd – CORECOMM LIMITED ANNOUNCES DEFINITIVE AGREEMENT (March 10th, 2000)

Exhibit 99.1 [Logo of CoreComm Limited] FOR IMMEDIATE RELEASE CORECOMM LIMITED ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE ATX TELECOMMUNICATIONS SERVICES, INC. New York, New York (March 10, 2000) - CoreComm Limited (NASDAQ: COMM) announced today that it has entered into a definitive agreement to acquire ATX Telecommunications Services, Inc. ("ATX"). ATX, a privately held company based in Philadelphia, Pennsylvania is a "Smart Build" CLEC and integrated communications provider serving the Mid-Atlantic states. Under the agreement, CoreComm will pay a total consideration of $900 million, consisting of: (i) approximately 12.4 million shares of CoreComm common stock ($500 million); (ii) $250 million of 3% Convertible Preferred Stock, which is convertible into CoreComm common stock at a stock price of $44.36 (representing a 10% premium to the current 10-day

Corecomm Ltd – 6% CONVERTIBLE SUBORDINATED NOTES DUE 2006 (November 1st, 1999)

1 EXECUTION COPY ================================================================================ Exhibit 4.4 $175,000,000 6% CONVERTIBLE SUBORDINATED NOTES DUE 2006 REGISTRATION RIGHTS AGREEMENT Dated as of October 6, 1999 by and among CORECOMM LIMITED and DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION WASSERSTEIN PERELLA SECURITIES, INC. CHASE SECURITIES INC. BEAR, STEARNS & CO. INC. GOLDMAN, SACHS & CO. MORGAN STANLEY & CO. INCORPORATED SALOMON S

Corecomm Ltd – 6% CONVERTIBLE SUBORDINATED NOTES DUE 2006 (November 1st, 1999)

1 Exhibit 4.3 CORECOMM LIMITED $175,000,000 6% CONVERTIBLE SUBORDINATED NOTES DUE 2006 INDENTURE Dated as of October 6, 1999 The Chase Manhattan Bank Trustee 2 TABLE OF CONTENTS ARTICLE I. ....................................................................1 Section 1.01. Definitions...................................................1 Section 1.02. Other Definitions.............................................5 Section 1.03. Incorporation by Reference of Trust Indenture Act.............5 Section 1.04. Rules of Construction.........................................6 ARTICLE II. THE NOTES..............................................

Corecomm Ltd – ANNOUNCES CLOSING OF SALE OF 6% CONVERTIBLE SUBORDINATED NOTES (October 12th, 1999)

Exhibit 99.1 For Immediate Release PRESS RELEASE CORECOMM LIMITED ANNOUNCES CLOSING OF SALE OF 6% CONVERTIBLE SUBORDINATED NOTES New York, New York; (October 6, 1999) - CoreComm Limited (Nasdaq: COMM) announced that it has closed its sale of $175 million of 6 % Convertible Subordinated Notes due 2006 (the "Convertible Notes"), which included the exercise of a $25 million over-allotment option. The proceeds from the sale of the Convertible Notes will be used for working capital and other general corporate purposes. The Convertible Notes will not be and have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and unless so registered, may not be offered or sold except pursuant to an exemption from, or in a transact

Corecomm Ltd – CONVERTIBLE SUBORDINATED NOTES (October 4th, 1999)

Exhibit 99.1 CORECOMM LIMITED ANNOUNCES PRICING OF CONVERTIBLE SUBORDINATED NOTES New York, New York (October 1, 1999) - CoreComm Limited (NASDAQ:"COMM") announced that it has priced a private placement of $150 million 6% Convertible Subordinated Notes Due 2006 (the "Convertible Notes"). CoreComm also granted an over-allotment option of an additional $25 million of Convertible Notes in connection with the private placement. The Convertible Notes are convertible into CoreComm common stock and have a conversion price of $41.09 per share. On September 30, 1999, the last sale price of CoreComm common stock on the NASDAQ National Market was $32 15/16 per share. The proceeds from the sale of the Convertible Notes will be used for working capital and other general corporate purposes. The Convertible Notes will not be and have not been regist

Corecomm Ltd – SHAREHOLDER AGREEMENT (May 4th, 1999)

1 EXHIBIT 10.2 SHAREHOLDER AGREEMENT , 1999 CoreComm Limited 110 East 59th Street New York, New York 10022 Ladies and Gentlemen: The undersigned understands that CoreComm Limited, a Bermuda corporation ("CoreComm"), has entered into an Agreement and Plan of Merger, dated as of February 17, 1999, as amended on May 3, 1999 (the "Merger Agreement"), among CoreComm, MegsINet Inc., an Illinois corporation ("MegsINet"), and CoreComm Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of CoreComm ("Sub"), providing for, among other things, the merger of MegsINet with Sub (the "Merger"). Subject to the terms and conditions of the Merger Agreement, the outstanding MegsINet common stock, no par value per share, the Me

Corecomm Ltd – 1999 STOCK OPTION PLAN (March 22nd, 1999)

1 EXHIBIT 10.3 CORECOMM OHIO LIMITED 1999 STOCK OPTION PLAN 1. PURPOSE; CONSTRUCTION. This CoreComm Ohio Limited 1999 Stock Option Plan (the "Plan"), is intended to encourage stock ownership by employees and non-employee directors of CoreComm Ohio Limited (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 "incentive stock options" ("Incentive Stock Options") within the meaning of Section 422 of the Internal Re

Corecomm Ltd – CORECOMM ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE (February 24th, 1999)

EXHIBIT 99.4 FOR IMMEDIATE RELEASE CORECOMM ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE CERTAIN ASSETS OF USN COMMUNICATIONS, INC. New York, New York (February 19, 1999) - CoreComm Limited (NASDAQ: COMMF) announced today that it had entered into a definitive agreement to acquire certain assets of USN Communications, Inc. CoreComm will be acquiring substantially all of USN's local exchange telecommunications resale business, which operates principally in Illinois, Ohio, Michigan, Massachusetts and New York, but will not be acquiring USN's wireless related assets. Separately, USN announced that it and several of its subsidiaries had commenced a voluntary Chapter 11 reorganization case in the United States Bankruptcy Court, District of Delaware on February 18, 1999. CoreComm will purchase the assets for a combination of: (1) a cash payment to be

Corecomm Ltd – ASSET PURCHASE AGREEMENT (February 24th, 1999)

EXHIBIT 99.3 ================================================================================ ASSET PURCHASE AGREEMENT by and between CORECOMM LIMITED as Purchaser and USN COMMUNICATIONS, INC., U.S. NETWORK CORPORATION, USN COMMUNICATIONS WEST, INC., USN COMMUNICATIONS MIDWEST, INC., USN COMMUNICATIONS NORTHEAST, INC., USN COMMUNICATIONS ATLANTIC, INC., USN SOLUTIONS, INC., USN COMMUNICATIONS SOUTHWEST, INC., USN COMMUNICATIONS MAINE, INC., USN COMMUNICATIONS VIRGINIA, INC.,

Corecomm Ltd – AGREEMENT AND PLAN OF MERGER (February 24th, 1999)

EXHIBIT 99.1 AGREEMENT AND PLAN OF MERGER AMONG CORECOMM LIMITED, CORECOMM ACQUISITION SUB, INC. AND MEGSINET, INC. DATED AS OF FEBRUARY 17, 1999 TABLE OF CONTENTS PAGE ARTICLE I THE MERGER SECTION 1.1 The Merger.................................................. 2 SECTION 1.2 Closing..................................................... 2 SECTION 1.3 Effective Time.............................................. 2 SECTION 1.4 Effects of the Merger....................................... 2 SECTION 1.5 Certificate of Incorporation a

Corecomm Ltd – 1998 STOCK OPTION PLAN (August 31st, 1998)

1 EXHIBIT 10.2 CORECOMM LIMITED 1998 STOCK OPTION PLAN 1. PURPOSE; CONSTRUCTION. This CoreComm Limited 1998 Stock Option Plan (the "Plan"), is intended to encourage stock ownership by employees and non-employee directors of CoreComm Limited (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 "incentive stock options" ("Incentive Stock Options") within the meaning of Section 422 of the Internal Revenue Code

Corecomm Ltd – 1998 STOCK OPTION PLAN (August 19th, 1998)

1 EXHIBIT 10.2 CORECOMM LIMITED 1998 STOCK OPTION PLAN 1. PURPOSE; CONSTRUCTION. This CoreComm Limited 1998 Stock Option Plan (the "Plan"), is intended to encourage stock ownership by employees of CoreComm Limited (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 "incentive stock options" ("Incentive Stock Options") within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, a

Corecomm Ltd – Rights Agreement (August 19th, 1998)

1 EXHIBIT 4.2 CORECOMM LIMITED and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (as Rights Agent) Rights Agreement Dated as of August __, 1998 2 Table of Contents Page Section 1. Certain Definitions .............................................................. 2 Section 2. Appointment of Rights Agent ...................................................... 4 Section 3. Issue of Rights Certificates ..................................................... 5 Section 4.

Corecomm Ltd – NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (August 19th, 1998)

1 Exhibit 10.3 CORECOMM LIMITED NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN 1. PURPOSE, CONSTRUCTION. The purpose of this CoreComm Limited Non-Employee Director Stock Option Plan (the "Plan"), is to encourage stock ownership by non-employee directors of CoreComm Limited (the "Corporation") in order to increase their identification with the interests of the Corporation's shareholders, and to encourage such directors to remain in the service of the Corporation and to put forth maximum efforts for the success of the business. 2. DEFINITIONS. As used in this Plan, the following words and phrases shall have the mean ings indicated: (a) "BOARD" shall mean the Board of Directors of the Corporation. (b) "CODE" shall mean the Internal Revenue Code of 1986, as amended. (c) "COMMON STOCK" shall mean the common st

Corecomm Ltd – Tax Disaffiliation Agreement (August 19th, 1998)

1 EXHIBIT 10.1 Tax Disaffiliation Agreement THIS TAX DISAFFILIATION AGREEMENT, dated as of _______ __, 1998, by and between CoreComm Incorporated, a Delaware corporation ("Parent") and CoreComm Limited, a Bermuda company and wholly-owned subsidiary of Parent ("Subsidiary"). WHEREAS, Parent anticipates that it will distribute all the capital stock of Subsidiary to Parent's stockholders (the "Distribution") in order to allow such stockholders greater freedom of choice in their investment selection process and to allow stockholders that elect to retain their shares the continued opportunity to participate in the growth of Subsidiary's business; WHEREAS, Parent has transferred, or prior to the Distribution will transfer, all the outstanding stock of certain of its United States subsidiaries (the "U.S. Subsidiaries") to the Subsidiary (S