FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
September 29, 2000, by and among CoreComm Merger Sub, Inc., a Delaware
corporation ("Merger Sub") and The Chase Manhattan Bank, as trustee (the
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, Section 5.12 of the Indenture provides that, upon any
consolidation or merger to which CoreComm 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 provides that, upon any
consolidation or merger of CoreComm in accordance with Section 8.01(i) of the
Indenture, the successor corporation formed by such consolidation or into or
with which CoreComm is merged shall succeed to, and be substituted for and may
exercise every right and power of, CoreComm under the Indenture with the same
effect as if such successor had been a party to the Indenture;
WHEREAS, CoreComm has merged with and into Merger Sub (the "Merger") and
in connection with such Merger each outstanding share of common stock of
CoreComm 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 Merger
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 Merger Sub 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. Merger Sub hereby assumes all the
Obligations of CoreComm under the Indenture and the Notes, and pursuant to
7.02 of the Indenture, Merger Sub hereby succeeds to and is substituted for, and
may exercise every right and power of, CoreComm under the Indenture and the
Notes, with the same effect as if Merger Sub had been a party to the Indenture.
Merger Sub agrees to comply with all applicable terms of the Indenture.
4. Conversion into Common Stock of Merger Sub. 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 Merger Sub
receivable upon consummation of the Merger by a holder of the number of shares
of common stock of CoreComm 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(c)
of the Indenture, to receive Rights upon conversion of a Note.
7. Notices. For purposes of Section 12.02, the address of Merger Sub
CoreComm Merger Sub, Inc.
c/o CoreComm Limited
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 Merger Sub or sufficiency of this Supplemental Indenture
or as to the due execution thereof by Merger Sub or as to recitals of fact
contained herein, all of which are made solely by Merger Sub.
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 First 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 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.
CORECOMM MERGER SUB, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
THE CHASE MANHATTAN BANK, as Trustee
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Assistant Vice President