EXHIBIT 10.63
FIRST AMENDMENT TO
EXCHANGE AGREEMENT
This First Amendment to Exchange Agreement (this "Amendment"), is
entered into as of April 5, 2002, by and between CoreComm Limited, a Delaware
corporation ("Limited"), and CoreComm Holdco, Inc., a Delaware corporation and
formerly a subsidiary of Limited ("Holdco" which shall be deemed to include
any successor to Holdco by way of merger, consolidation, combination, sale of
assets or otherwise).
WHEREAS, Limited and Holdco are parties to an Exchange Agreement,
dated as of December 14, 2001 (the "Agreement"), executed in connection with
Limited's restructuring plan. Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Agreement; and
WHEREAS, Limited and Holdco desire to amend the Agreement as set
forth herein.
NOW THEREFORE BE IT RESOLVED, that in consideration of the foregoing
premises and in consideration of the mutual agreements and covenants herein
contained, the adequacy of which is hereby acknowledged, and intending to be
legally bound hereby, the parties hereby agree as follows:
1. Amendment. New Section 2(c) is hereby inserted
immediately following Section 2(b) of the Agreement and reads in its entirety
as follows:
"(c) Amendment of Senior Notes. Effective as of January 1,
2002, the Senior Notes are hereby amended such that (i)
interest payments due on the Senior Notes on April 1, 2002
and October 1, 2002 shall, instead of being due and payable
on such dates, be due and payable on April 1, 2003 and (ii)
all principal payments and prepayments required pursuant to
Section 2 of the Senior Notes to be paid from and including
January 1, 2002 through April 1, 2003 shall, instead of
being due and payable on the dates set forth in the Senior
Notes, be due and payable on April 1, 2003; provided,
however, that in the event that prior to April 1, 2003 a
wholly-owned subsidiary of Holdco has been merged pursuant
to Section 253 of the Delaware General Corporation Law into
Limited with Limited surviving the merger as a wholly-owned
subsidiary of Holdco following the consummation of Holdco's
registered public exchange offer for shares of Limited
Common Stock, this Section 2(c) shall be of no further force
or effect."
2. Effectiveness. This Amendment shall be effective when
executed by Limited and Holdco; provided, that Holdco has not instituted any
action, lawsuit or similar proceeding seeking payment of any principal or
interest under the Senior Notes which was due prior to the date of this
Amendment.
3. Governing Law. This Amendment shall be governed under the
laws of the State of New York, without regard to principles of conflicts of
laws thereof.
4. Counterparts. This Amendment may be executed and
delivered (including by means of telecopied signature pages) in one or more
counterparts, all of which shall be considered one and the same agreement.
5. Failure to Exercise. No failure or delay in exercising
any right, power or privilege hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any right, power or privilege hereunder.
6. No Other Amendments. Except as expressly set forth in
this Amendment, no other amendment or modification is made to any other
provisions of the Agreement, and the Agreement shall remain in full force and
effect, as amended hereby, and as so amended Limited and Holdco hereby
reaffirm all of their respective rights and obligations thereunder.
(The balance of this page is intentionally left blank.)
IN WITNESS WHEREOF, each of the undersigned parties has
caused this Amendment to be duly executed and delivered on behalf of such
party with effect from the date first set forth above.
CORECOMM LIMITED
By: /s/ XXXXX X. XXXXXXXX
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President,
Controller and Treasurer
CORECOMM HOLDCO, INC.
By: /s/ XXXXXXX X. XXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President,
Chief Operating Officer and
Chief Financial Officer
