Exhibit 4.2
AMENDMENT NO. 1 TO THE
REGISTRATION RIGHTS AGREEMENT
This AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS
AGREEMENT (this "Amendment No. 1") is entered into as of April 12, 2001, by
and between CoreComm Limited, a Delaware corporation (the "Company"), and
Booth American Company, a Michigan corporation (the "Purchaser").
WHEREAS, the Purchaser has purchased $10,000,000 of 10.75%
Unsecured Convertible PIK Notes due 2011 (the "Convertible Notes"), which
Convertible Notes are a joint obligation of CoreComm Holdco, Inc.
("Holdco") and the Company (the "Obligors"), pursuant to the terms and
conditions of that certain Funding Agreement, dated April 11, 2001, by and
between the Company and the Purchaser (the "Funding Agreement");
WHEREAS, the Convertible Notes are a senior debt obligation of
Holdco and a subordinated debt obligation of the Company;
WHEREAS, each Convertible Note is convertible into shares of
common stock, par value per share $0.01, of the Company (the "Common
Stock");
WHEREAS, the Purchaser shall receive interest payments on the
Convertible Notes at a rate per annum of 10.75% paid semiannually
commencing on the date hereof payable in kind by the issuance by the
Obligors of additional Convertible Notes (the "PIK Notes");
WHEREAS, the interest rate of any PIK Notes shall be the same as the
interest rate of the Convertible Notes;
WHEREAS, the Company and the Purchaser are parties to a
Registration Rights Agreement, entered into on September 28, 2000 (the
"Registration Rights Agreement"); and
WHEREAS, as a condition to Purchaser's obligation to close the
transactions contemplated under the Funding Agreement, the Company agreed
to enter into this Amendment No. 1 with the Purchaser.
NOW, THEREFORE, in consideration of the foregoing and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Amendment No. 1 hereby agree as follows:
1. REGISTRATION RIGHTS. (a) The Company and the Purchaser hereby
amend Section 1(a) of the Registration Rights Agreement (and each other
Section of the Registration Rights Agreement to the extent applicable to a
shelf registration under Section 1(a)) to provide that the Common Stock
underlying the Convertible Notes and the PIK Notes shall be treated as
Subject Stock for purposes of eligibility for inclusion in the shelf
registration statement, subject to the other terms of the Registration
Rights Agreement.
(b) The Company and the Purchaser hereby amend Section
1(c) of the Registration Rights Agreement (and each other Section of the
Registration Rights Agreement to the extent applicable to incidental or
"piggyback" registrations under Section 1(c)) to provide that the Common
Stock underlying the Convertible Notes and the PIK Notes shall be treated
as Subject Stock for purposes of eligibility for incidental or "piggy back"
registration rights, subject to the other terms of the Registration Rights
Agreement.
2. CONSENTS AND APPROVALS. The Company represents and warrants
that it has secured all consents and approvals required to grant to
Purchaser the rights contained in Section 1 above.
3. NATURE OF AMENDMENT. Except as expressly set forth herein, this
Amendment No. 1 shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of any
party under, the Registration Rights Agreement, nor alter, modify, amend or
in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Registration Rights Agreement, all of which are
ratified and affirmed in all respects and shall continue in full force and
effect. This Amendment No. 1 shall apply and be effective only with respect
to the provisions of the Registration Rights Agreement specifically
referred to in this Amendment No. 1. All future references to the
Registration Rights Agreement or any document which references or
incorporates the Registration Rights Agreement shall be deemed to refer to
the Registration Rights Agreement as amended by this Amendment No. 1.
4. MISCELLANEOUS.
4.1 Definitions. All capitalized terms used but not
otherwise defined in this Amendment No. 1 shall have
the meanings ascribed to such terms in the
Registration Rights Agreement.
4.2 Governing Law. This Amendment No. 1 shall be governed
in all respects by the internal laws of the State of
Delaware as applied to contracts entered into solely
between residents of, and to be performed entirely
within, such state, and without reference to
principles of conflicts of laws or choice of laws.
4.3 Amendments and Waivers. The provisions of this
Amendment No. 1 may not be amended, modified or
supplemented, and waivers or consents to departures
from the provisions hereof may not be given other than
by a written instrument signed by the party against
whom enforcement of any such amendment, modification,
supplement, waiver, or consent is sought.
4.4 Successors and Assigns. This Amendment No. 1 shall be
binding upon and shall inure to the benefit of the
parties hereto and their respective successors and
assigns, subject to the assignment provisions
contained in Section 11 of the Registration Rights
Agreement.
4.5 Severability. If any term, provision, covenant or
restriction of this Amendment No. 1 is held by a court
of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment No. 1
shall remain in full force and effect and shall in no
way be affected, impaired or invalidated.
4.6 Counterparts. This Amendment No. 1 may be executed in
counterparts, each of which shall be deemed an
original, but all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed by their respective duly authorized officers as of the date
first set forth above.
CORECOMM LIMITED,
a Delaware Corporation
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
BOOTH AMERICAN COMPANY,
a Michigan Corporation
By: /s/ Xxxxx X. Xxxxx XX
-------------------------
Name: Xxxxx X. Xxxxx XX
Title: President
