Exhibit 4.4
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (this "Amendment"), dated
as of April 12, 2001, by and between CORECOMM LIMITED, a Delaware
corporation (the "Company") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
a New York banking corporation (the "Rights Agent") amends the Rights
Agreement, dated as of September 29, 2000, by and between the Company and
the Rights Agent (the "Rights Agreement"). Capitalized terms used in this
Amendment without definition shall have the meanings given to them in the
Rights Agreement.
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights;
WHEREAS, the Distribution Date has not occurred, and that
accordingly, the Company and the Rights Agent hereby amend the Rights
Agreement in accordance with Section 27 thereof;
WHEREAS, in accordance with Section 27 of the Rights Agreement, an
appropriate officer of the Company has delivered to the Rights Agent an
officer's certificate as to the compliance of this Amendment with the terms
and conditions contained in Section 27 of the Rights Agreement;
WHEREAS, as of the date hereof, Booth American Company, a Michigan
corporation ("Booth") is the Beneficial Owner of (i) $10.0 million
principal amount of 10.75% Unsecured Convertible PIK Notes Due 2011 of the
Company and CoreComm Holdco, Inc. ("Holdco") (including any PIK notes
payable as interest thereon, the "Booth Convertible Notes"), (ii) shares of
Company Common Stock, (iii) shares of 8.5% Senior Convertible Preferred
Stock, Series A of the Company ("Booth 8.5% Series A Preferred Stock"),
(iv) shares of 8.5% Senior Convertible Preferred Stock, Series A-1 of the
Company ("Booth 8.5% Series A-1 Preferred Stock" and together with the
Booth 8.5% Series A Preferred Stock and any shares of convertible preferred
stock of the Company payable as a dividend with respect thereto, the "Booth
8.5% Preferred Stock");
WHEREAS, as of the date hereof, NTL Incorporated, a Delaware
corporation ("NTL") is the Beneficial Owner of $10.0 million principal
amount of 10.75% Unsecured Convertible PIK Notes Due 2011 of the Company
and Holdco (including any PIK notes payable as interest thereon, the "NTL
Convertible Notes");
WHEREAS, as of the date hereof, Xxxxxxx Xxxx ("Xxxx") is the
Beneficial Owner of (i) Senior Unsecured Notes Due 2003 of the Company
issued to Xxxx on September 29, 2000 (the "Xxxx Note"), (ii) shares of
Company Common Stock and (iii) shares of Series B Senior Convertible
Exchangeable Preferred Stock of the Company (the "Xxxx Series B Preferred
Stock");
WHEREAS, as of the date hereof, The Xxxxxxxx Xxxx Trust (the "Xxxx
Trust") is the Beneficial Owner of (i) Senior Unsecured Notes Due 2003 of
the Company issued to the Xxxx Trust on September 29, 2000 (the "Xxxx Trust
Note"), (ii) shares of Company Common Stock and (iii) shares of Series B
Senior Convertible Exchangeable Preferred Stock of the Company (the "Xxxx
Trust Series B Preferred Stock"); and
WHEREAS, the Board of Directors of the Company has determined that
it is in the best interests of the Company and its stockholders, to amend
the Rights Agreement as set forth herein.
In consideration of the premises and the mutual agreements set
forth in the Rights Agreement and this Amendment, the parties hereto
intending to be legally bound hereby agree as follows:
Section 1. Incorporation of "Amendment", "Booth", "Booth
Convertible Notes", "Booth 8.5% Preferred Stock", "Booth 8.5% Series A
Preferred Stock", "Booth 8.5% Series A-1 Preferred Stock", "Investors",
"Xxxx", "Xxxx Note", "Xxxx Series B Preferred Stock", "Xxxx Trust", "Xxxx
Trust Note", "Xxxx Trust Series B Preferred Stock", "NTL", and "NTL
Convertible Notes". The terms "Amendment", "Booth", "Booth Convertible
Notes", "Booth 8.5% Preferred Stock", "Booth 8.5% Series A Preferred
Stock", "Booth 8.5% Series A-1 Preferred Stock", "Investors", "Xxxx", "Xxxx
Note", "Xxxx Series B Preferred Stock", "Xxxx Trust", "Xxxx Trust Note",
"Xxxx Trust Series B Preferred Stock", "NTL", and "NTL Convertible Notes",
and the respective definitions of such terms as set forth in the Preamble,
Recitals and elsewhere this Amendment are hereby incorporated in the Rights
Agreement under the heading "Certain Definitions" in Section 1 thereof.
Section 2. Amendment to Definition of "Acquiring Person". Section
1(a) of the Rights Agreement is hereby amended to add the following
sentence after the last sentence thereof:
"Notwithstanding anything in this Agreement to the contrary, (i)
Booth and/or any of Booth's Affiliates and/or Associates shall not be
considered an Acquiring Person as a result of having become the
Beneficial Owner of (1) shares of Company Common Stock of which Booth
and its Affiliates and Associates are the Beneficial Owners as of the
date of completion of Booth's investment in Booth Convertible Notes and
(2) shares of Company Common Stock of which Booth and its Affiliates
and Associates will become the Beneficial Owner (a) upon conversion or
redemption of or as a dividend with respect to shares of Booth 8.5%
Preferred Stock and (b) upon issuance by the Company or conversion (in
whole or in part) by Booth and its Affiliates and Associates of any one
or more of the Booth Convertible Notes, (ii) NTL and/or any of NTL's
Affiliates and/or Associates shall not be considered an Acquiring
Person as a result of having become the Beneficial Owner of shares of
Company Common Stock upon issuance by the Company or conversion (in
whole or in part) by NTL and Affiliates and Associates of any one or
more of the NTL Convertible Notes, (iii) Xxxx shall not be considered
an Acquiring Person as a result of having become the Beneficial Owner
of (1) shares of Common Stock of which Xxxx is the Beneficial Owner as
of the date hereof and (2) shares of Common Stock of which Xxxx will
become the Beneficial Owner (a) upon conversion or redemption of or as
a dividend with respect to shares of the Xxxx Series B Preferred Stock
and (b) as interest payments made with respect to the Xxxx Note and
(iv) the Xxxx Trust shall not be considered an Acquiring Person as a
result of having become the Beneficial Owner of (1) shares of Common
Stock of which the Xxxx Trust is the Beneficial Owner as of the date
hereof and (2) shares of Common Stock of which the Xxxx Trust will
become the Beneficial Owner (a) upon conversion or redemption of or as
a dividend with respect to shares of the Xxxx Trust Series B Preferred
Stock and (b) as interest payments made with respect to the Xxxx Trust
Note. Notwithstanding the foregoing, in the event that Booth, NTL, Xxxx
and/or the Xxxx Trust (collectively the "Investors") and/or any of the
Investor's Affiliates and/or Associates shall acquire any Company
Common Stock or securities convertible, exercisable, exchangeable or
redeemable into Company Common Stock or be issued Company Common Stock
upon the conversion, exercise, exchange or redemption of, or as a
dividend payment or interest payment with respect to securities of the
Company after the date hereof and other than as described in the
immediately preceding sentence and solely with respect to each of the
Investors and/or each of the Investor's Affiliates and/or Associates,
then (x) any such Investor and/or any of such Investor's Affiliates
and/or Associates shall be deemed to be the Beneficial Owner of all
such Company securities as well as any securities previously or
thereafter acquired and then owned by such Investor and/or any of such
Investor's Affiliates and/or Associates and (y) all Company securities
deemed to be Beneficially Owned by such Investor and/or any of such
Investor's Affiliates and/or Associates shall be counted in determining
when such Person is an Acquiring Person."
Section 3. Rights Agreement as Amended. The term "Agreement" as
used in the Rights Agreement shall be deemed to refer to the Rights
Agreement as amended hereby. In the event of any conflict or inconsistency
between the provisions of this Amendment on the one hand and the Rights
Agreement on the other hand, solely with respect to the matters set forth
herein or contemplated hereby, the provisions of this Amendment shall
govern such conflict or inconsistency.
Section 4. Counterparts. This Amendment may be executed in any
number of counterparts, and each of such counterparts shall for all
purposes be deemed an original, but all such counterparts shall together
constitute but one and the same instrument.
Section 5. Governing Law. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of such
State applicable to contracts made and to be performed entirely within such
State.
Section 6. Descriptive Headings. Descriptive headings of the
several Sections of this Amendment are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their duly authorized representative as of the
date first above written.
Attest: CORECOMM LIMITED
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Director of Legal Affairs Title: Senior Vice President,
General Counsel and Secretary
Attest: CONTINENTAL STOCK TRANSFER
& TRUST COMPANY
By: /s/ Xxxxx X. Dilaolo By: /s/ Xxxxx Xxxxxxxxxx
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Name: Xxxxx X. Dilaolo Name: Xxxxx Xxxxxxxxxx
Title: Chief Financial Officer Title: Vice President
