SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as
of September 29, 2000, by and among CoreComm Limited (formerly ATX
Telecommunications Services, Inc.), a Delaware corporation ("New CoreComm") and
The Chase Manhattan Bank, as trustee (the "Trustee").
WHEREAS, CoreComm Limited ("CoreComm"), a Bermuda corporation, and the
Trustee are parties to that certain indenture, dated as of October 6, 1999 (the
"Indenture"), pursuant to which CoreComm's 6% Convertible Subordinated Notes due
2006 (the "Notes") were issued;
WHEREAS, CoreComm merged with and into CoreComm Merger Sub, Inc. ("Merger
Sub"), a Delaware corporation, with Merger Sub being the surviving corporation,
and Merger Sub and the Trustee are parties to that certain first supplemental
indenture, dated as of September 29, 2000, pursuant to which Merger Sub assumed
the obligations of CoreComm under the Indenture (the "First Supplemental
WHEREAS, Section 5.12 of the Indenture, as supplemented, provides that,
upon any consolidation or merger to which Merger Sub is a party and is not the
surviving corporation, the surviving corporation shall enter into a supplemental
indenture satisfactory to the Trustee;
WHEREAS, Section 7.02 of the Indenture, as supplemented, provides that,
upon any consolidation or merger of Merger Sub in accordance with Section
8.01(i) of the Indenture, the successor corporation formed by such consolidation
or into or with which Merger Sub is merged shall succeed to, and be substituted
for and may exercise every right and power of, Merger Sub under the Indenture
with the same effect as if such successor had been a party to the Indenture;
WHEREAS, Merger Sub has merged with and into New CoreComm (the "Merger")
and in connection with such Merger each outstanding share of common stock of
Merger Sub was converted into the right to receive one validly issued, fully
paid and non-assessable share of common stock, par value $0.01 per share, of New
WHEREAS, the entry into this Supplemental Indenture by the parties hereto
is in all respects authorized by the provisions of the Indenture, and all things
necessary to make this Supplemental Indenture a valid agreement of New CoreComm
in accordance with its terms have been done.
The parties hereto agree as follows:
1. Definitions. All capitalized terms used and not otherwise defined
herein have the respective meanings ascribed to such terms in the Indenture.
2. Effect. This Supplemental Indenture shall become effective upon
its execution and delivery by the parties hereto.
3. Succession to Indenture. New CoreComm hereby assumes all the
Obligations of Merger Sub under the Indenture, the First Supplemental Indenture
and the Notes, and pursuant to Section 7.02 of the Indenture, New CoreComm
hereby succeeds to and is substituted for, and may exercise every right and
power of, Merger Sub under the Indenture, the First Supplemental Indenture and
the Notes, with the same effect as if New CoreComm had been a party to the
Indenture and the First Supplemental Indenture. New CoreComm agrees to comply
with all applicable terms of the Indenture and the First Supplemental Indenture.
4. Conversion into Common Stock of New CoreComm. Pursuant to the
terms of Article V of the Indenture, the parties acknowledge that the Holder of
each Note outstanding on the date hereof shall be entitled to receive, upon
conversion of such Note, the same amount of shares of common stock of New
CoreComm receivable upon consummation of the Merger by a holder of the number of
shares of common stock of Merger Sub deliverable upon conversion of such Note
immediately prior to such Merger.
5. Conversion Price Adjustments. All provisions in the Indenture
regarding adjustments to the Conversion Price shall remain in full force and
effect upon consummation of the Merger.
6. Rights upon Conversion. Nothing in this Supplemental Indenture
shall be contrued to affect in any way the right that a Holder of a Note may
otherwise have, pursuant to clause (ii) of the last sentence of Section 5.06 of
the Indenture, to receive Rights upon conversion of a Note.
7. Notices. For purposes of Section 12.02, the address of New
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Senior Vice President, General Counsel and Secretary
8. Responsibility of Trustee. The Trustee shall not be responsible
for the validity as to New CoreComm or sufficiency of this Supplemental
Indenture or as to the due execution thereof by New CoreComm or as to recitals
of fact contained herein, all of which are made solely by New CoreComm.
9. Governing Law. This Supplemental Indenture shall be governed by
and construed in accordance with the laws of the State of New York.
10. Counterparts. This Second Supplemental Indenture may be executed
in one or more counterparts, each of which shall be an original, but all of
which together shall constitute one and the same document.
11. Effect on Indenture. This Supplemental Indenture shall
form a part of the Indenture for all purposes, and every holder of Notes
heretofore or hereafter authenticated and delivered shall be bound hereby.
Except as expressly set forth herein, the Indenture, as supplemented by the
First Supplemental Indenture, is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and
IN WITNESS WHEREOF, the parties have executed this Supplemental Indenture
as of the date first written above.
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President, General Counsel
THE CHASE MANHATTAN BANK, as Trustee
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Assistant Vice President