Corecomm Holdco Inc Sample Contracts

Atx Communications Inc – EXHIBIT: 2.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------x In re : Chapter 11 : CORECOMM NEW YORK, INC., et al., : Case No. 04-10214 (PCB) : Debtors. : (Jointly Administered) -----------------------------------x DEBTORS' MODIFIED SECOND AMENDED JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, DATED AS OF APRIL 13, 2005 WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, New York 10019 (212) 728-8000 Counsel to the Debtors and Debtors-in-Possession Dated: New York, New York April 13, 2005 UNITED STATES BANKRUPTCY CO (April 20th, 2005)

CLASS DESIGNATION IMPAIRMENT ENTITLED TO VOTE ------- --------------------------- ---------- ---------------- Class 1 Other Priority Claims Unimpaired No Class 2 Secured Tax Claims Unimpaired No Class 3 Other Secured Claims Unimpaired No Class 4 Leucadia Prepetition Claims Impaired Yes Class 5 Customer Claims Unimpaired No Class 6 Convenience Class Impaired Yes

Atx Communications Inc – FIFTH AMENDMENT dated as of December 19, 2003 (this "Amendment"), to the Credit Agreement dated as of September 28, 2000, as amended and restated as of April 11, 2001, and amended by the First Amendment dated as of October 31, 2001, the Second Amendment dated as of December 14, 2001, the Third Amendment dated as of March 29, 2002 and the Fourth Amendment dated as of March 31, 2003 (as further amended, restated or otherwise supplemented from time to time, the "Credit Agreement"), by and among CCL Historical, Inc., formerly named CoreComm Limited (the "Parent"), ATX Communications, Inc., formerl (December 23rd, 2003)
Atx Communications Inc – PURCHASE AGREEMENT dated as of December 19, 2003, among LEUCADIA NATIONAL CORPORATION or one of its affiliates (the "Investor"); JPMORGAN CHASE BANK, in its capacity as Administrative Agent (the "Administrative Agent") and in its capacity as Collateral Agent (the "Collateral Agent"); and JPMORGAN CHASE BANK; AMERICA ONLINE, INC.; GOLDMAN SACHS CREDIT PARTNERS L.P.; and MORGAN STANLEY SENIOR FUNDING, INC., as lenders (the "Lenders") under the Credit Agreement dated as of September 28, 2000, as amended and restated as of April 11, 2001, and amended by the First Amendment dated as of October 31, (December 23rd, 2003)
Atx Communications Inc – CONVERSION AGREEMENT CONVERSION AGREEMENT, dated as of December 19, 2003 (this "Agreement"), by and among ATX Communications, Inc., a Delaware corporation (the "Company"), and Leucadia National Corporation or one of its affiliates ("LEUCADIA"). R E C I T A L S WHEREAS, LEUCADIA has acquired from the original lenders party to that certain Credit Agreement dated as of September 28, 2000, as amended and restated as of April 11, 2001, and amended by the First Amendment dated as of October 31, 2001, the Second Amendment dated as of December 14, 2001, the Third Amendment dated as of March 29, 2002 a (December 23rd, 2003)
Atx Communications Inc – WAIVER dated as of November 14, 2003 (this "Waiver"), to the Credit Agreement dated as of September 28, 2000, as amended and restated as of April 11, 2001 (as further amended, restated or otherwise supplemented from time to time, the "Credit Agreement"), among CCL HISTORICAL, INC., formerly named CoreComm Limited (the "Parent"), ATX COMMUNICATIONS, INC., formerly named CoreComm Holdco, Inc. ("CCI"), CORECOMM COMMUNICATIONS, INC. (the "Borrower"), the lenders from time to time party thereto (the "Lenders") and JPMORGAN CHASE BANK, as administrative agent (in such capacity, the "Administrative A (November 19th, 2003)
Atx Communications Inc – FOR IMMEDIATE RELEASE --------------------- ATX COMMUNICATIONS, INC. ANNOUNCES FINANCIAL RESULTS FOR THE QUARTER ENDED JUNE 30, 2003 ATX reports seventh consecutive quarter of EBITDA positive results Bala Cynwyd, PA (August 14, 2003) - ATX Communications, Inc. ("ATX" or the "Company") (OTCBB: COMM), which, through its subsidiaries, is an integrated communications provider, today announced its consolidated operating results for the quarter ended June 30, 2003. In the second quarter, the Company generated positive EBITDA for the seventh consecutive quarter, with EBITDA (before corporate expense) (August 14th, 2003)

(in thousands) Three Months Ended Amount of Percentage ------------------------------------ December 31, Improvement Improvement June 30, 2003 2000 Q4'00-Q2'03 Q4'00-Q2'03 ----------------- ------------------ ----------------- ---------------- Operating Expenses $45,939 $65,002 $19,063 29% Selling, Gen'l & Admin. Expenses 20,054 38,414 18,360 48% Corporate Expenses 1,826 3,759 1,933 51% ----------------- ------------------ ---

Atx Communications Inc – [LOGO OMITTED] FOR IMMEDIATE RELEASE --------------------- ATX COMMUNICATIONS, INC. ANNOUNCES FINANCIAL RESULTS FOR THE QUARTER ENDED MARCH 31, 2003 ATX reports sixth consecutive quarter of EBITDA positive results Bala Cynwyd, PA (May 15, 2003) - ATX Communications, Inc. ("ATX" or the "Company") (OTCBB: COMM), which, through its subsidiaries, is an integrated communications provider, today announced its consolidated operating results for the quarter ended March 31, 2003. The Company's EBITDA (before corporate expense) for the quarter ended March 31, 2003 increased to $5.4 million from $4.0 mil (May 16th, 2003)

(in thousands) Three Months Ended ------------------------------------ Amount of Percentage March 31, 2003 December 31, Improvement Improvement 2000 Q4'00-Q1'03 Q4'00-Q1'03 ----------------- ------------------ ----------------- ---------------- Operating Expenses $45,960 $ 65,002 $19,042 29% Selling, Gen'l & Admin. Expenses 19,575 38,414 18,839 49% Corporate Expenses 2,097 3,759 1,662 44% ----------------- ------------------ -------------

Atx Communications Inc – [ATX COMMUNICATIONS LOGO] FOR IMMEDIATE RELEASE ATX COMMUNICATIONS, INC. ANNOUNCES FINANCIAL RESULTS FOR THE YEAR ENDED DECEMBER 31, 2002 ATX reports first full year of EBITDA positive results Completes Amendment to Senior Credit Facility, providing increased liquidity for 2003 New York, NY (April 9, 2003) - ATX Communications, Inc. ("ATX" or the "Company") (OTCBB: COMM), which, through its subsidiaries, is a leading integrated communications provider, today announced its consolidated operating results for the year ended December 31, 2002. The Company also announced on March 31, 2003 the compl (April 10th, 2003)

DECEMBER 31, 2002 ----------------- Business Local Access Lines 236,200 Residential Local Access Lines 49,600 Toll-related Access Line Equivalents 510,100 Internet Subscribers 277,000 Other Data Customers(1) 29,600

Atx Communications Inc – Minimum On-Net Date Access Lines ---- ------------ March 31, 2003 197,000 June 30, 2003 200,000 September 30, 2003 208,000 December 31, 2003 218,000" Period of Two Maximum Capital Fiscal Quarters Ending Expenditures ---------------------- ------------ June 30, 2003 $ 5,198,000 December 31, 2003 5,212,000 4 ; provided, however, that the amount of Capital Expenditures in the period of two consecutive fiscal quarters ending December 31, 2003 permitted to be incurred pursuant to the table above shall be increased by an amount equal to the unused Capital Expenditures permitted pursuant to the table (April 9th, 2003)

-------------------------------------------------------------------------------------------------- PHYSICAL ADDRESS CITY STATE ZIP -------------------------------------------------------------------------------------------------- Christina Executive Campus; 131 Continental Drive #303 Newark DE -------------------------------------------------------------------------------------------------- 70 Hubbard St., Suite 410, 4th Floor Chicago IL 60610 -------------------------------------------------------------------------------------------------- 65 East Wacker Place, Suite 400, Bsmt Room 150 Chicago IL 60601 -------------------------------------------------------------------------------------------------- 225 West Ohio St Suite 200

Atx Communications Inc – EXECUTION COPY FOURTH AMENDMENT AND WAIVER dated as of March 31, 2003 (this "Amendment"), to the Credit Agreement dated as of September 28, 2000, as amended and restated as of April 11, 2001, and amended by the First Amendment dated as of October 31, 2001, the Second Amendment dated as of December 14, 2001 and the Third Amendment dated as of March 29, 2002 (the "Credit Agreement") and the Security Agreement dated as of September 28, 2000 (the "Security Agreement") among CCL Historical, Inc., formerly named CoreComm Limited (the "Parent"), ATX Communications, Inc., formerly named CoreComm Holdc (April 1st, 2003)
Corecomm Holdco Inc – Year Percentage ---- ---------- 2003 103.429% 2004 102.571% 2005 101.714% 2006 100.857% 2007 and thereafter 100.000% In the event the Obligors elect to redeem any of the outstanding principal amount of 10.75% Senior Unsecured Convertible PIK Notes due 2010 issued and sold to certain members of the Board of Directors and senior management of CoreComm in December, 2000, or of any PIK Notes issued by the Obligors as interest thereunder, all as amended from time to time (collectively the "Management 5 PIK Notes"), Obligors shall send written notice to Holder of such election to redeem such princip (April 15th, 2002)
Corecomm Holdco Inc – Year Percentage ---- ---------- 2003 103.429% 2004 102.571% 2005 101.714% 2006 100.857% 2007 and thereafter 100.000% In the event the Obligors elect to redeem any of the outstanding principal amount of 10.75% Senior Unsecured Convertible PIK Notes due 2010 issued and sold to certain members of the Board of Directors and senior management of CoreComm in December, 2000, or of any PIK Notes issued by the Obligors as interest thereunder, all as amended from time to time (collectively the "Management PIK Notes"), Obligors shall send written notice to Holder of such election to redeem such principal (April 15th, 2002)