EXHIBIT 10.23
CoreComm Limited
CoreComm Holdco, Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
February 5, 2002
NTL Incorporated
000 X. 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Xx. Xxxxxxx:
This letter agreement is to confirm that the parties agree that as of the
date hereof, with respect to the 10.75% Unsecured Convertible PIK Notes due
2011, dated October 15, 2001, and any additional 10.75% Unsecured Convertible
PIK Notes (collectively, the "Notes"), issued, or to be issued, respectively, by
CoreComm Limited and/or CoreComm Holdco, Inc. ("Holdco") as obligors in favor of
NTL Incorporated ("NTL"):
CoreComm Limited and CoreComm Holdco hereby exercise their right under
Section (9) of the Notes such that, following the completion of Holdco's
exchange offer to the holders of CoreComm Limited common stock to exchange
their shares of CoreComm Limited common stock for shares of Holdco common
stock, the convertibility feature of the Notes will be altered so that
rather than the Notes being convertible into shares of CoreComm Limited
common stock, they will become convertible into shares of Holdco common
stock. At that time, the conversion prices of each Note will be equitably
adjusted by dividing the conversion prices by the exchange ratio at the
completion of the exchange offer for CoreComm Limited common stock (for
example, an initial exchange ratio of 1/38.9 and a conversion price of
$1.00 would result in a new conversion price of $38.90 for each share of
CoreComm Holdco common stock, as may be adjusted from time to time as set
forth in the Notes), as may thereafter be adjusted pursuant to the Notes.
NTL hereby agrees not to exercise its rights to convert the Notes into
CoreComm Limited common stock until August 5, 2002 (unless that right has
previously ceased as a result of the completion of the exchange offer and
the change in the convertibility feature). In the event that Holdco does
not complete the exchange offer for CoreComm Limited common stock by
August 5, 2002, the conversion feature of the Notes will remain into
CoreComm Limited common stock on its original terms. This agreement is to
be governed by the laws of the State of New York.
Please indicate your agreement with the foregoing by signing below.
Sincerely,
CORECOMM LIMITED
By: /s/ XXXXXXX X. XXXXXXXX
__________________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President
CORECOMM HOLDCO, INC.
By: /s/ XXXXXX X. XXXXXXX
__________________________
Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer
Accepted and Agreed:
NTL INCORPORATED
By: /s/ XXXXXXX X. XXXXXXX
_________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
