EXHIBIT 10.24
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 hereto agree that as
of the date hereof, with respect to the 10.75% Unsecured Convertible PIK Note
due 2011, dated April 12, 2001 (the "Note"), issued by CoreComm Limited and
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 Note 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 Note will be altered so that
rather than the Note being convertible into shares of CoreComm Limited
common stock, it will become convertible into shares of Holdco common
stock. At that time, the conversion prices 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 prices of $38.90 for each share of CoreComm
Holdco common stock, as may be adjusted from time to time as set forth in
the Note), as may thereafter be adjusted pursuant to the Note. NTL hereby
agrees not to exercise its rights to convert the Note 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 Note 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
